Flock Customer Agreement

The Customer’s (as defined below) use and access to the Flock Suite (as defined below) is subject to the this terms and conditions contained in this Customer Agreement (“Agreement”).

This Agreement is effective between the Customer and the Company (as defined below) as on the relevant date on which the Customer has accepted the terms of this Agreement, by clicking ‘I AGREE’ (“Effective Date”).

Company and the Customer shall hereinafter collectively be referred to as “Parties” and individually as “Party”.

WHEREAS:

• The Company provides a suite of products for team communication and collaboration i.e. the Flock Suite (as defined below), and operates a website located at www.flock.com (“Website”).

• The Customer wishes to use the Flock Suite for internal and external communication and collaboration.

• This Agreement records the terms and conditions of the engagement between the Parties.

IT IS AGREED BETWEEN THE PARTIES AS FOLLOWS:

1. DEFINED TERMS

1.1. In this Agreement, including in the Recitals hereof, the following words, expressions and abbreviations shall have the following meanings, unless the context otherwise requires:

• “Agreement” shall mean this Corporate Agreement and any Annexures hereto, whether attached or incorporated by reference;
• “Applicable Law” shall mean any statute, law, regulation, ordinance, rule, judgment, notification, rule of common law, order, decree, bye-law, government approval, directive, guideline, requirement or other governmental restriction, or any similar form of decision of, or determination by, or any interpretation, policy or administration, having the force of law of any of the foregoing, by any authority having jurisdiction over the matter in question, whether in effect as of the date of this Agreement or thereafter;
• “Company” shall mean Flock FZ-LLC, a company incorporated under the under the laws of the United Arab Emirates having its corporate office at F-19, Business Center 1, Business Park, RAKEZ, Ras Al Khaimah, UAE.
• “Confidential Information” shall mean, with respect to each of the Party, information including but not limited to, the business, customers, suppliers, services, products, affairs, performance, marketing plans and finances of each Party, which for the time being is confidential or treated by the Party as such, trade secrets (including technical data and know-how) relating to the business, suppliers, clients or customers;
• “Customer” shall mean - (i) in the context of an organisational or business entity (such as a company, limited liability corporation, trust, registered association, university etc.), the legal entity under which such organisational or business functions are undertaken; and (ii) in the context of a group of individuals, the administrator or the team creator of the group of individuals accessing the Flock Suite;
• “Flock Products” includes all independent products listed on the Website
• “Flock Suite” includes the mobile apps, web interfaces, APIs, documentation, servers and all other Intellectual Property, software and infrastructure that are relevant for the Company to provide, and the Customer and Users to use the  Flock Products.
• “Force Majeure” shall mean an act of god, war, civil disturbance, strike, lockout, act of terrorism, flood, fire, explosion or legislation or restriction by any government or other authority, or any other similar circumstance beyond the control of any Party, which has the effect of wholly or partially suspending the obligations hereunder, of the Party concerned during the continuance and to the extent of such prevention, interruption or hindrance;
• “Intellectual Property” or “Intellectual Property Rights” shall mean any and all trademarks and services marks (whether or not registered), copyrights, design rights (whether or not registered), moral rights, patents, performance rights, database rights, internet, WAP and other new media rights, names, logos and codes, publicity rights, and any and all other intellectual property and proprietary rights of any nature whatsoever that subsist, or may subsist, or be capable of registration, in each case in relation to the Service or any part thereof and which exist, or may exist, in any jurisdiction in the territory;
• “Services” are the services provided by the Company to the Customer and its Users in accordance with their usage of the Flock Suite;
• “Users” are individuals to whom the Customer provides access to use the Flock Suite;

 2. SERVICES AND CONSIDERATION

2.1. The Flock Suite is a collection of individual Flock Products. Each Flock Product may be subscribed to individually or bundled with different Flock Products. The cost for the subscription to the individual Flock Products of the Flock Suite shall be as provided for at the Website (“Subscription Rates”) as on the Effective Date. The Subscription Rates paid by the Customer for individual Flock Products shall be be deemed to be “the Consideration” under this Agreement.

2.2. The Company reserves the right to modify or amend the Subscription Rates at any point in time and in the event of a change in the Subscription Rates, the Customer shall be notified of the same 3 (three) months prior to the proposed change in Subscription Rates. The modified Subscription Rates shall not apply retrospectively for existing subscriptions under this Agreement or otherwise. However, any new subscription to Flock Products or any renewal of any existing subscription after the modification of Subscription Rates shall be at such modified Subscription Rates.

2.3. Except as otherwise provided for in this Agreement the Customer shall not be entitled to a refund of the Consideration or any part of the Consideration, paid to the Company under this Agreement.

2.4. The various Flock Products within the Flock Suite are offered through various versions, both free and paid. The Company is not obligated to provide any support services with respect to the free version of the various Flock Products and hereby reserves the right to suspend provision of free Flock Products at any time or charge a subscription fee with respect to such Flock Product.

3. SERVICE LEVELS

The Company guarantees to provide to the Customer, service levels as provided for at Flock Service Level Agreement.

4. REPRESENTATIONS, WARRANTIES AND COVENANTS

4.1. The Company hereby represents, warrants and covenants to the Customer that:

• it is a validly incorporated business entity;
• it shall abide by the terms and conditions mentioned in this Agreement;
• this Agreement does not conflict with any of its existing contracts; and
• to the best of its knowledge, the performance by the Company, of its obligations under this Agreement, shall not result in any infringement of any third party rights.

4.2. The Customer hereby represents, warrants and covenants to the Company that:

• in the event the Customer is an organisation, it is a validly incorporated organisation under Applicable Law;
• it shall use the Platform only for obtaining the Services as specified in this Agreement;
• it shall abide by the terms and conditions mentioned in this Agreement;
• it agrees and acknowledges that it has read the Terms of Service, the Service Level Agreement and the Privacy Policy of the Company and agrees to be bound by each of such documents.
• it agrees and acknowledges that Users have read the Terms of Service and the Privacy Policy of the Company and agree to be bound by both such documents.

5. LIMITATION OF LIABILITY

5.1. Under no circumstances shall the Company be liable to the other Party in any amount for special, incidental, consequential, or indirect damages, loss of goodwill or business profits, work stoppage, or exemplary or punitive damages.

5.2. Under no circumstances shall either Party be liable to the other Party for an amount exceeding the Consideration paid under the terms of this Agreement for the last 6 (six) months of the subsistence of this Agreement.

5.3. If the limitation of liability in this Clause is deemed to be unenforceable, then the liability of the Company in this Agreement shall be limited to the lowest amount permissible under Applicable Law.

6. INTELLECTUAL PROPERTY

6.1. The Customer acknowledges that the Company is, and shall be the sole owner of all Intellectual Property Rights in and to Website and the Flock Suite that have been developed by the Company, so as to enable it to render Services to the Customer. Any rights not expressly granted herein shall be retained by the Company.

6.2. The Flock Suite, the Website and related materials, including but not limited to any text, names, marks, statistics, graphics, photos, images, sounds, music, videos, software, scripts and interactive features, as well as its associated data and services generated by the Company, is the property of, owned by and licensed through the Company. The Company grants the Customer a limited, non-exclusive, royalty free, non-sublicensable, non-transferable, and non-assignable license to use the relevant Flock Product of the Flock Suite .

6.3. The Customer is prohibited from copying, making derivative works of, modifying, publicly performing, publicly displaying, streaming, exploiting, broadcasting, decompiling, adapting, distributing, reproducing, republishing, scraping, transmitting, selling, posting, or hacking the Flock Suite, in whole or in part, without the prior written consent of the Company.

6.4. The Customer is prohibited from using the trademarks, service marks, design marks, and logos of the Company, or any colorable imitation thereof, or any mark not owned or licensed by the Customer, including, without limitation the brand names and trademarks of the Products and “RIVA” or the Company logo(s), as an indicator of source, as a part of a domain name, or in any way that is likely to cause confusion without the prior written consent of the Company. The Flock Suite is subject to all intellectual property laws, including but not limited to trademark, copyright, patent and other privacy and proprietary laws. All trademarks, images, copyrights or rights of publicity displayed in connection with the Customer’s use of the Flock Suite are the property of their respective owners.

6.5. The Services may contain licensed materials from third parties and those third parties may enforce their rights in the event of a breach of this Agreement.

6.6. The Customer hereby grants a limited, non-exclusive right to the Company to use its trademarks, brands, trade names, service marks and logos, solely for the purpose of displaying the same for the purposes of advertisement during the term of this Agreement.

7. OBLIGATIONS OF CUSTOMERS AND USERS

7.1. The Customer and the Users are prohibited from using the Flock Suite for any use not explicitly stated in this Agreement or the Terms of Use, absent separate written agreement signed by the Company and the Customer pursuant to a binding agreement. Such unauthorized uses may include:

• Any use inconsistent with or in violation of this Agreement or any Applicable Law;
• Any commercial use, such as the resale or republication of the whole or any part of the Flock Suite;
• Any modification of the whole or any part of the Flock Suite, including, but not limited to, translation into another computer language or the creation of derivative works from the Flock Suite;
• Any use of the Flock Suite outside of its customary or intended purposes;
• Any use of the Flock Suite to defraud, to impersonate, to harass, to violate the rights of third parties, or to collect personal or personally identifiable information from users of the Flock Suite without their knowledge or consent;
• Any use of the Flock Suite to transmit any material that depicts violence, that is racist, xenophobic or otherwise culturally or ethnically offensive, or that is obscene, pornographic, salacious, explicitly erotic, exploitative, or otherwise offensive;
• Any use of the Flock Suite to defraud, to impersonate, to harass, or to collect personal or personally identifiable information from users of the Flock Suite without their knowledge or consent;
• Any use of the Flock Suite to participate in or promulgate gambling, ponzi schemes, pyramid schemes, chain letters, or unsolicited bulk or commercial emails (SPAM);
• Any use of the Flock Suite to cheat, exploit, or otherwise interfere with any lawful activity;
• Any other activity that disrupts the Flock Suite or its associated services, including, but not limited to, through hacking or denial of service attacks; or
• Any use of the Flock Suite after the Customer have been removed by the Company or previously banned.
• Any use of the Flock Suite by children below 16 years of age.

8. DISCLAIMER OF WARRANTY

8.1. The Website, Flock Products, the Flock Suite and each portion thereof are provided "AS IS" without warranties of any kind either express or implied. To the fullest extent possible pursuant to Applicable Law, the Company disclaims all warranties, express or implied, with respect to the Website, the Flock Products, the Flock Suite and each portion thereof, including, but not limited to, non-infringement or other violation of intellectual property rights.

8.2. The Company does not warrant or make any representations regarding the use, validity, accuracy, or reliability of the information shared on the Website, Flock Products or Flock Suite.

8.3. The Company shall not be liable if any information shared on or through the Website, Flock Products or Flock Suite violates Applicable Law or contains material errors, or is (or could be subject to a claim that it is) defamatory, obscene, invades the right of privacy, or infringes any right of any person or entity.

8.4. The content shared on the Website, the Flock Products or the Flock Suite does not reflect the Company’s opinion or view on any subject matter. The Company shall not be responsible for the opinions or views expressed by the other customers and/or users.

9. CONFIDENTIAL INFORMATION

9.1. Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.

9.2. The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property Rights contained therein.  No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.

9.3. The Receiving Party agrees and confirms that it shall not use, share and reveal any Confidential Information provided by the Disclosing Party for any purpose other than as envisaged under this Agreement and provide it only on a need to know basis to its employees, director, officers (“Personnel”), for use/ provision of the Services. The Parties will ensure that all the Personnel to whom information has been disclosed pursuant to this Agreement have signed appropriate confidential and non-disclosure agreement (with terms no less onerous than terms appearing in this Agreement) to ensure the Disclosing Party’s Confidential Information disclosed under this Agreement is protected from unauthorized use and disclosure.

9.4. The provisions of this Clause shall not apply to Confidential Information which:

• is or becomes part of the public domain without breach of this Agreement by a Party;
• is lawfully in the possession of a Party and subject to an existing agreement between the Parties;
• is received from a third party who lawfully acquired such information without restriction, and without a breach of this Agreement by a Party; and/or
• is released pursuant to a binding court order or governmental regulation, provided that the Party delivers a copy of such order or action to the other Party.

10. INDEMNIFICATION

10.1. The Customer shall indemnify and hold the Company or its directors, officers, representatives and affiliates harmless from third party claims, suit or action arising from or related to:

• a breach of the terms of this Agreement; or
• a violation of any Applicable Law, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees.

11. TERM AND TERMINATION

11.1. This Agreement is effective as of the Effective Date and shall remain in place until terminated by either Party in accordance with this Clause below (“Term”).

11.2. Either Party shall have the right to immediately terminate this Agreement by giving written notice to the other in the event that:

• the other Party has committed a material breach of any of its obligations hereunder or a violation of the Applicable Law which cannot be remedied; or
• the other Party has committed a material or repeated breach of any of its obligations hereunder or a violation of the Applicable Law and has failed to remedy such breach or violation (if the same is capable of remedy) within 30 (thirty) days of being required by written notice so to do; or

11.3. This Agreement shall stand automatically terminated between the Parties upon the Customer ceasing to have an active subscription of at least 1 (one) Flock Product or upon the deletion of all the Users by the Customer within the Flock Suite, unless agreed to otherwise between the Parties in writing.

11.4. Either Party’s right to terminate this Agreement shall be without prejudice to the other rights and remedies it may have under Applicable Law.

11.5. Consequences of Termination: Upon termination of this Agreement, the Customer and/or the User will not be permitted access to the Flock Suite and upon request by the Customer, within [Mention Number of Days], the Company may provide the Customer with their data, in a standard export format. The provision of Customer data as aforementioned shall be subject to payment of such amounts as agreed between the Parties at such point in time.

12. MISCELLANEOUS PROVISIONS

12.1. Governing Law: This Agreement shall be governed by the laws of United Kingdom Subject to the Dispute Resolution Clause below, the Parties hereby agree that courts in London, United Kingdom shall have the exclusive jurisdiction to determine any disputes arising out of, or in relation to, the terms and conditions of this Agreement.

12.2. Dispute Resolution: All claims and disputes arising under or relating to this Agreement are to be settled by a sole arbitrator in London, United Kingdom. The arbitration shall be conducted on a confidential basis pursuant to the Rules of London Court of International Arbitration. An award of arbitration may be confirmed in a court of competent jurisdiction, and shall be binding on the Parties.

12.3. Force Majeure: Neither Party shall be liable for any failure or delay in performance of any obligation, under this Agreement to the extent such failure or delay is due to a Force Majeure Event.

12.4. Assignment: This Agreement and the rights and obligations herein may not be assigned by either Party without the written consent of the other Party.

12.5. Amendments and Waivers: This Agreement may be amended only with the written consent of both Parties. Any amendment or waiver effected in accordance with this Clause shall be binding upon both Parties.

12.6. Notices: Except as may be otherwise provided herein, all notices, requests, waivers and other communications (“Notices”) shall be deemed to be delivered as provided herein: (a) if delivered to the addressee (“Receiving Party”) by hand: upon the Notice being acknowledged by written receipt by the Receiving Party; (b) if sent by facsimile: upon the receipt of transmission report confirming transmission; (c) if sent via an overnight courier: upon receipt (evidenced by proof of delivery); (d) if sent via electronic mail: upon receipt (evidenced by proof of delivery).. Each Party shall promptly inform the other Parties of any change to its contact details.

12.7. Severability: The invalidity or unenforceability of any provision in this Agreement shall in no way affect the validity or enforceability of any other provision herein. In the event of the invalidity or unenforceability of any provision of this Agreement, the Parties will immediately negotiate in good faith to replace such a provision with another, which is not prohibited or unenforceable and has, as far as possible, the same legal and commercial effect as that which it replaces.

12.8. Entire Agreement: This Agreement, the Annexures and recitals hereto (which are hereby expressly incorporated herein by reference) constitutes the entire understanding between the Parties and supersedes all other discussions and understanding between the Parties.

12.9. Survival: All such other provisions of this Agreement, which are by their nature, intended to survive the termination of this Agreement, shall survive the termination of this Agreement.

12.10. Counterparts: This Agreement may be executed in two (2) counterparts, each of which when executed and delivered shall constitute an original of this Agreement but shall together constitute one and only the Agreement.