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<br />Master Services and Purchasing Agreement
<br />between Axon and Agency (Online)
<br />
<br /> Title: Master Services and Purchasing Agreement between Axon and Agency (Online)
<br /> Department: Legal
<br /> Version: 1.0
<br /> Release Date: 3/31/2021 Page 31 of 47
<br />7.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 7.1 ABOVE IS CUSTOMER’S
<br />SOLE REMEDY, AND FLOCK’S SOLE LIABILITY, WITH RESPECT TO DEFECTIVE
<br />HARDWARE AND/OR EMBEDDED SOFTWARE. THE FLOCK DOES NOT WARRANT
<br />THAT THE FLOCK SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR
<br />DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED
<br />FROM USE OF THE FLOCK SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN
<br />THIS SECTION, THE FLOCK SERVICES AND INSTALLATION SERVICES ARE
<br />PROVIDED “AS IS” AND FLOCK DISCLAIMS ALL WARRANTIES, EXPRESS OR
<br />IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
<br />MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-
<br />INFRINGEMENT.
<br />
<br />7.5 Force Majeure. Flock Safety is not responsible nor liable for any delays or failures in
<br />performance from any cause beyond its control, including, but not limited to acts of God,
<br />changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes,
<br />floods, power blackouts, strikes, weather conditions or acts of hackers, internet service
<br />providers or any other third party or acts or omissions of Customer or any Authorized End
<br />User.
<br />
<br />8 Limitation of Liability and Indemnity.
<br />8.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, FLOCK
<br />AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL HARDWARE AND
<br />TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES,
<br />CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH
<br />RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND
<br />CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT
<br />LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR
<br />INTERRUPTION OF USE OR FOR LOSS OR INACCURACY, INCOMPLETENESS OR
<br />CORRUPTION OF DATA OR FOOTAGE OR COST OF PROCUREMENT OF
<br />SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B)
<br />FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
<br />DAMAGES; (C) FOR ANY MATTER BEYOND FLOCK’S ACTUAL KNOWLEDGE OR
<br />REASONABLE CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY
<br />TO CAPTURE FOOTAGE OR IDENTIFY AND/OR CORRELATE A LICENSE PLATE
<br />WITH THE FBI DATABASE; (D) FOR ANY PUBLIC DISCLOSURE OF PROPRIETARY
<br />INFORMATION MADE IN GOOD FAITH; OR (E) FOR ANY AMOUNTS THAT,
<br />TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE
<br />FEES PAID AND/OR PAYABLE BY CUSTOMER TO FLOCK FOR THE FLOCK
<br />SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE
<br />ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT FLOCK
<br />HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT OF
<br />AN EMERGENCY, CUSTOMER SHOULD CONTACT 911 AND SHOULD NOT RELY ON
<br />THE FLOCK SERVICES.
<br />
<br />8.2 Responsibility. Each Party to this Agreement shall assume the responsibility and liability
<br />for the acts and omissions of its own employees, deputies, officers, or agents, in connection
<br />with the performance of their official duties under this Agreement. Each Party to this
<br />Agreement shall be liable (if at all) only for the torts of its own officers, agents, or employees
<br />that occur within the scope of their official duties. Customer will not pursue any claims or
<br />actions against Flock’s suppliers.
<br />
<br />8.3 Indemnity. Customer hereby agrees to indemnify and hold harmless Flock against any
<br />damages, losses, liabilities, settlements and expenses (including without limitation costs
<br />and attorneys’ fees) in connection with any claim or action that arises from an alleged
<br />violation of Section 3.1, a breach of this Agreement, Customer’s sharing of any data in
<br />connection with the Flock system, Flock employees or agent or Non-Customer End Users,
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