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ffock safety <br />COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF <br />BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL <br />DAMAGES; (C) FOR ANY MATTER BEYOND FLOCK'S ACTUAL KNOWLEDGE OR REASONABLE <br />CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY TO CAPTURE FOOTAGE OR <br />IDENTIFY AND/OR CORRELATE A LICENSE PLATE WITH THE FBI DATABASE; (D) FOR ANY PUBLIC <br />DISCLOSURE OF PROPRIETARY INFORMATION MADE IN GOOD FAITH; (E) FOR CRIME <br />PREVENTION; OR (F) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH <br />ALL OTHER CLAIMS, EXCEED THE FEES PAID AND/OR PAYABLE BY AGENCY TO FLOCK FOR THE <br />SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT OR <br />OMISSION THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT FLOCK HAS <br />BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT OF AN EMERGENCY, <br />AGENCY SHOULD CONTACT 911 AND SHOULD NOT RELY ON THE SERVICES.THIS LIMITATION OF <br />LIABILITY OF SECTION 8 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF <br />THE STATE MENTIONED IN SECTION 10.6, OR IF NO STATE IS MENTIONED IN SECTION 10.6, BY THE <br />LAW OF THE STATE OF GEORGIA. <br />8.2 Additional No -Fee Term Requirements. IN NO EVENT SHALL FLOCK'S AGGREGATE LIABILITY, IF <br />ANY, ARISING OUT OF OR IN ANY WAY RELATED TO THE COMPLIMENTARY NO -FEE TERM AS <br />DESCRIBED IN SECTION 6.5 EXCEED $100, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED <br />IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. Except for <br />Flock's willful acts, Agency agrees to pay for Flock's attorneys' fees to defend Flock for any alleged or actual <br />claims arising out of or in any way related to the No -Fee Term. <br />8.3 Responsibility. Each Party to this Agreement shall assume the responsibility and liability for the acts and <br />omissions of its own employees, deputies, officers, or agents, in connection with the performance of their official <br />duties under this Agreement. Each Party to this Agreement shall be liable (if at all) only for the torts of its own <br />officers, agents, or employees that occur within the scope of their official duties. Agency will not pursue any claims <br />or actions against Flock's suppliers. <br />8.4 Indemnity. Agency hereby agrees to indemnify and hold harmless Flock against any damages, losses, liabilities, <br />settlements and expenses (including without limitation costs and attorneys' fees) in connection with any claim or <br />action that arises from an alleged violation of Section 3.2, a breach of this Agreement, Agency's Installation <br />Obligations, Agency's sharing of any data in connection with the Flock system, Flock employees or agent or Non - <br />Agency End Users, or otherwise from Agency's use of the Services, Hardware and any Software, including any <br />claim that such actions violate any applicable law or third party right. Although Flock has no obligation to monitor <br />Agency's use of the Services, Flock may do so and may prohibit any use of the Services it believes may be (or <br />alleged to be) in violation of Section 3.2 or this Agreement. <br />9. RECORD RETENTION <br />9.1 Data Preservation. The Agency agrees to store Agency Data and Non -Agency End User Data in compliance <br />with all applicable local, state and federal laws, regulations, policies and ordinances and their associated record <br />retention schedules. As part of Agency's consideration for paid access and no -fee access to the Flock System, to the <br />extent that Flock is required by local, state or federal law to store the Agency Data or the Non -Agency End User <br />Data, Agency agrees to preserve and securely store this data on Flock's behalf so that Flock can delete the data from <br />its servers and, should Flock be legally compelled by judicial or government order, Flock may retrieve the data from <br />Agency upon demand. <br />10. MISCELLANEOUS <br />10.1 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be <br />limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and <br />effect and enforceable. <br />Resolution 20-21 Page 12 <br />