This page uses extracted PDF text. Text can misread numbers, dates or table columns. Check the PDF before quoting or interpreting it. Redacted areas remain redacted.
DocuSign Envelope ID: D03C8C27-BC48-44C8-851D-368459E6CCB2
EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN
SECTION 10.6, OR IF NO STATE IS MENTIONED IN SECTION 10.6, BY THE LAW OF
THE STATE OF GEORGIA.
8.2 Additional No-Fee Term Requirements. IN NO EVENT SHALL FLOCK’S AGGREGATE
LIABILITY, IF ANY, ARISING OUT OF OR IN ANY WAY RELATED TO THE
COMPLIMENTARY NO-FEE TERM AS DESCRIBED IN SECTION 6.5 EXCEED $100,
WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT
(INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. Except for Flock’s
willful acts, Agency agrees to pay for Flock’s attorneys’ fees to defend Flock for any alleged or
actual claims arising out of or in any way related to the No-Fee Term.
8.3 Responsibility. To the extent permitted by law, each Party to this Agreement shall assume
the responsibility and liability for the acts and omissions of its own employees, deputies, officers,
or agents, in connection with the performance of their official duties under this Agreement. Each
Party to this Agreement shall be liable (if at all) only for the torts of its own officers, agents, or
employees that occur within the scope of their official duties.
9. RECORD RETENTION
9.1 Data Preservation. The Agency agrees to store Agency Data and Non-Agency End User Data
in compliance with all applicable local, state and federal laws, regulations, policies and ordinances
and their associated record retention schedules.
10. MISCELLANEOUS
10.1 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that
provision will be limited or eliminated to the minimum extent necessary so that this Agreement
will otherwise remain in full force and effect and enforceable.
10.2 Assignment. This Agreement is not assignable, transferable or sub licensable by Agency
except with Flock’s prior written consent. Flock may transfer and assign any of its rights and
obligations, in whole or in part, under this Agreement without consent.
10.3 Entire Agreement. This Agreement, together with the Order Form(s), the then-current
Reinstall Policy (https://www.flocksafety.com/reinstall-fee-schedule), and Deployment Plan(s),
are the complete and exclusive statement of the mutual understanding of the parties and supersedes
and cancels all previous written and oral agreements, communications and other understandings
relating to the subject matter of this Agreement, and that all waivers and modifications must be in
a writing signed by both parties, except as otherwise provided herein. None of Agency’s purchase
orders, authorizations or similar documents will alter the terms of this Agreement, and any such
conflicting terms are expressly rejected.
10.4 Relationship. No agency, partnership, joint venture, or employment is created as a result of
this Agreement and Agency does not have any authority of any kind to bind Flock in any respect
whatsoever.
10.5 Costs and Attorneys’ Fees. In any action or proceeding to enforce rights under this
Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
10.6 Governing Law; Venue. This Agreement shall be governed by the laws of the State of
Georgia without regard to its conflict of laws provisions. To the extent that the arbitration language
below does not apply, the federal and state courts sitting in the State of Virginia will have proper
and exclusive jurisdiction and venue with respect to any disputes arising from or related to the
subject matter of this Agreement.
10.7 Export. Agency may not remove or export from the United States or allow the export or re-
export of the Flock IP or anything related thereto, or any direct product thereof in violation of anyJump to an indexed page (26 of 26)