60297.00068\41841462.1
Master Services and Purchasing Agreement for Agency
Title:Master Services and Purchasing Agreement between Axon and Agency Department:Legal
Version: 19.0
Release Date:8/18/2023 Page 1 of 21
This Master Services and Purchasing Agreement ("Agreement") is between Axon Enterprise, Inc. ("Axon"), and the agency listed below or, if no agency is listed below, the agency on the Quote attached hereto ("Agency"). This Agreement is effective as of the later of the (a) last signature date on this Agreement or (b) signature date on the Quote ("Effective Date"). Axon and Agency are each a "Party" and collectively "Parties". This Agreement governs Agency’s purchase and use of the Axon Devices and Services detailed in the Quote Appendix ("Quote"). It is the intent of the Parties that this Agreement will govern all subsequent purchases by Agency for the same Axon Devices and Services in the Quote, and all such subsequent quotes accepted and signed by Agency shall be also incorporated into this Agreement by reference as a Quote. The Parties agree as follows:
1. Definitions.
1.1. "Axon Cloud Services" means Axon’s web services for Axon Evidence, Axon Records, Axon Dispatch, and interactions between Axon Evidence and Axon Devices or Axon client software. Axon Cloud Service excludes third-party applications, hardware warranties, and my.evidence.com.
1.2. "Axon Device" means all hardware provided by Axon under this Agreement. Axon-manufactured Devices are a subset of Axon Devices.
1.3. "Quote" means an offer to sell and is only valid for devices and services on the offer at the specified prices.
Any inconsistent or supplemental terms within Agency’s purchase order in response to a Quote will be void.
Orders are subject to prior credit approval. Changes in the deployment estimated ship date may change charges in the Quote. Shipping dates are estimates only.
1.4. "Services" means all services provided by Axon under this Agreement , including software, Axon Cloud Services, and professional services.
2. Term. This Agreement begins on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated ("Term").
2.1. All subscriptions including Axon Evidence, Axon Fleet, Officer Safety Plans, Technology Assurance Plans, and TASER 7 or TASER 10 plans begin on the date stated in the Quote . Each subscription term ends upon completion of the subscription stated in the Quote ("Subscription Term").
2.2. Upon completion of the Subscription Term, the Subscription Term will automatically renew for an additional one year ( "Renewal Term"), unless a notice of non -renewal is provided in writing thirty (30) days prior to the expiration of the Subscription Term. . For purchase of TASER 7 or TASER 10 as a standalone, Axon may increase pricing to its then -current list pricing for any Renewal Term. For all other purchases, Axon may increase pricing on all line items in the Quote by up to 3% at the beginning of each year of the Renewal Term.
New devices and services may require additional terms. Axon will not authorize services until Axon receives a signed Quote or accepts a purchase order, whichever is first.
3. Payment. Axon invoices upon shipment, or on the date specified within the invoicing plan in the Quote . Payment is due net 30 days from the invoice date. Payment obligations are non-cancelable, except as otherwise provided in this Agreement. Agency will pay all undisputed invoices without setoff, deduction, or withholding.
4. Taxes. Agency is responsible for sales and other taxes associated with the order unless Agency provides Axon a valid tax exemption certificate.
5. Shipping. Axon may make partial shipments and ship Axon Devices from multiple locations. All shipments are FOB Destination via common carrier. Title and risk of loss pass to Agency upon Axon’s delivery to the Agency. Agency is responsible for any shipping charges in the Quote.
6. Returns. All sales are final . Axon does not allow refunds or exchanges, except warranty returns or as provided by state or federal law.
7. Warranty.
7.1. Limited Warranty. Axon warrants that Axon-manufactured Devices are free from defects in workmanship and materials for one (1) year from the date of Agency’s receipt, except Signal Sidearm and Axon -manufactured accessories, which Axon warrants for thirty (30) months and ninety (90) days, respectively, from the date of Agency’s receipt. Used conducted energy weapon ("CEW") cartridges are deemed to have operated properly.
Extended warranties run from the expiration of the one- (1-) year hardware warranty throu gh the extended warranty term.
7.2. Disclaimer. All software and Axon Cloud Services are provided "AS IS," without any warranty of any kind, either express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose and non -infringement. Axon Devices and Services that are not 60297.00068\41841462.1
Master Services and Purchasing Agreement for Agency
Title:Master Services and Purchasing Agreement between Axon and Agency Department:Legal
Version: 19.0
Release Date:8/18/2023 Page 2 of 21
manufactured, published or performed by Axon ( "Third-Party Products") are not covered by Axon’s warranty and are only subject to the warranties of the third-party provider or manufacturer. In the event that Axon has provided Third Party Products to Agency, Axon will provide copies of the relevant warranties provided by such third-party provider or manufacturer.
7.3. Claims. If Axon receives a valid warranty claim for an Axon -manufactured Device during the warranty term, Axon’s sole responsibility is to repair or replace the Axon -manufactured Device with the same or like Axon - manufactured Device, at Axon’s option. A replacem ent Axon-manufactured Device will be new or like new.
Axon will warrant the replacement Axon -manufactured Device for the longer of (a) the remaining warranty of the original Axon-manufactured Device or (b) ninety (90) days from the date of repair or replacement.
7.3.1. If Agency exchanges an Axon Device or part, the replacement item becomes Agency’s property, and the replaced item becomes Axon’s property. Before delivering a n Axon-manufactured Device for service, Agency must upload Axon-manufactured Device data to Axon Evidence or download it and retain a copy. Axon is not responsible for any loss of software, data, or other information contained in storage media or any part of the Axon-manufactured Device sent to Axon for service.
7.4. Spare Axon Devices. At Axon's reasonable discretion, Axon may provide Agency a predetermined number of spare Axon Devices as detailed in the Quote ( "Spare Axon Devices"). Spare Axon Devices are intended to replace broken or non -functioning units while Agency submits the broken or non -functioning units, through Axon’s warranty return process. Axon will repair or replace the unit with a replacement Axon Device. Title and risk of loss for all Spare Axon Devices shall pass to Agency in accordance with shipping terms under Section
5. Axon assumes no liability or obligation in the event Agency does not utilize Spare Axon Devices for the intended purpose.
7.5. Limitations. Axon’s warranty excludes damage related to: (a) failure to follow Axon Device use instructions , except where authorized by Axon; (b) Axon Devices used with equipment not manufactured or recommended by Axon; (c) abuse, misuse, or intentional damage to Axon Device; (d) force majeure; (e) Axon Devices repaired or modified by persons other than Axon without Axon’s written permission; or (f) Axon Devices with a defaced or removed serial number. Axon’s warranty will be void if Agency resells Axon Devices.
7.5.1. To t he extent permitted by law, the above warranties and remedies are exclusive . Axon disclaims all other warranties, remedies, and conditions, whether oral , written, statutory, or implied. If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limited to the duration of the warranty described above and by the provisions in this Agreement. Agency confirms and agrees that, in deciding whether to sign this Agreement, it has not relied on any statement or representation by Axon or anyone acting on behalf of Axon related to the subject matter of this Agreement that is not in this Agreement.
7.5.2. Neither party’s cumulative liability to any party for any loss or damage resulting from any claim, demand, or action arising out of or relating to any Axon Device or Service will not exceed $1 million except for (i) the amounts payable pursuant to any valid insurance claim covered by a party’s insurance ; (ii) Axon’s indemnification obligations set forth in Section 14 of this Agreement; (iii) claims arising out of a breach by Axon of its obligations under Section 13 and 17 of this Agreement; (iv) Axon’s breach of the Cloud Services Terms of Use Appendix; or (v) a party’s fraud which shall not exceed $3 million. Neither Party will be liable for direct, special, indirect, incidental, punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory.
The foregoing limitation of liability excludes: (i )_ claims arising out of a party’s willful misconduct; and (ii) Axon’s intellectual property indemnification obligations as set forth in Section 14 of this Agreement; (ii)
7.6. Online Support Platforms . Use of Axon's online support platforms (e.g., Axon Academy and MyAxon) is governed by the Axon Online Support Platforms Terms of Use Appendix available at www.axon.com/sales- terms-and-conditions.
7.7. Third-Party Software and Services . Use of software or services other than those provided by Axon is governed by the terms, if any, entered into between Agency and the respective third-party provider, including, without limitation, the terms applicable to such software or services located at www.axon.com/sales-terms- and-conditions, if any.
7.8. Axon Aid . Upon mutual agreement between Axon and Agency, Axon may provide certain products and services to Agency, as a charitable donation under the Axon Aid program. In such event, Agency expressly waives and releases any and all claims, now known or hereafter known, against Axon and its officers, directors, 60297.00068\41841462.1
Master Services and Purchasing Agreement for Agency
Title:Master Services and Purchasing Agreement between Axon and Agency Department:Legal
Version: 19.0
Release Date:8/18/2023 Page 3 of 21
employees, agents, contractors, affiliates, successors, and assigns (collectively, " Releasees"), including but not limited to, on account of injury, death, property damage, or loss of data, arising out of or attributable to the Axon Aid program whether arising out of the negligence of any Releasees or otherwise. Agency agrees not to make or bring any such claim against any Releasee, and forever release and discharge all Releasees from liability under such claims. Agency expressly allows Axon to publicly announce its participation in Axon Aid and use its name in marketing materials. Axon may terminate the Axon Aid program without cause immediately upon notice to the Agency.
8. Statement of Work. Certain Axon Devices and Services, including Axon Interview Room, Axon Channel Services, and Axon Fleet, may require a Statement of Work that details Axon’s Service deliverables ("SOW"). In the event Axon provides an SOW to Agency, Axon is only responsible for the performance of Services described in the SOW.
Additional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule. The SOW is incorporated into this Agreement by reference.
9. Axon Device Warnings. See www.axon.com/legal for the most current Axon Device warnings.
10. Design Changes. Axon may make design changes to any Axon Device or Service without notifying Agency or making the same change to Axon Devices and Services previously purchased by Agency.
11. Bundled Offerings. Some offerings in bundled offerings may not be generally available at the time of Agency’s purchase. Axon will not provide a refund, credit, or additional discount beyond what is in the Quote due to a delay of availability or Agency’s election not to utilize any portion of an Axon bundle.
12. Insurance. Axon will maintain General Liability, Workers’ Compensation, and Automobile Liability insurance and any other insurance required in Exhibit A. Upon request, Axon will supply certificates of insurance.
13. IP Rights. Axon owns and reserves all right, title, and interest in Axon-manufactured Devices and Services and suggestions to Axon, including all related intellectual property rights . Agency will not violate any Axon proprietary rights.
14. Indemnification. Axon will defend, hold harmless and indemnify Agency against all claims, losses, and reasonable expenses from any third-party claim arising out of: (i) allegation that the use of Axon-manufactured Devices or Services infringes or misappropriates the third-party’s intellectual property rights; (ii) Axon’s breach of this Agreement or violation of applicable laws in the performance of this Agreement; or (iii) personal injury or property damage caused by the negligent acts, errors or omissions, or willful misconduct Axon’s employees, agents or subcontractors in the performance of this Agreement. Agency must promptly provide Axon with written notice of such claim, tender to Axon the defense or settlement of such claim at Axon’s expense and reasonably cooperate with Axon in the defense or settlement of such claim. Axon’s IP indemnification obligations do not apply to claims based on (a) modification of Axon-manufactured Devices or Services by Agency or a third-party not approved by Axon; (b) use of Axon- manufactured Devices and Services in combination with hardware or services not approved by Axon; (c) use of Axon Devices and Services other than as permitted in this Agreement; or (d) use of Axon software that is not the most current release provided by Axon. In the event that an Axon Device or Service is determined to be infringing, then Axon will (i) obtain a license for Agency to continue use of the Axon Device or Service; (ii) provide Agency with a substantially similar device or service that is non -infringing; or (iii) refund to Agency the price paid for the infringing Axon Device and any Service fee for the remainder of the Subscription Term or any Renewal Term.
15. Agency Responsibilities. Agency is responsible for (a) Agency’s use of Axon Devices; (b) breach of this Agreement or violation of applicable law by Agency or an Agency end user; (c) disputes between Agency and a third-party over Agency’s use of Axon Devices unless due to Axon’s negligent acts and omissions or unless as otherwise provided in this Agreement; ; (d) ensuring Axon Devices are destroyed and disposed of securely and sustainably at Agency’s cost; and (e) any regulatory violations or fines, as a result of improper destruction or disposal of Axon Devices.
16. Termination.
16.1. For Breach. A Party may terminate this Agreement for cause if it provides thirty (30) days written notice of the breach to the other Party, and the breach remains uncured at the end of thirty (30) days. If Agency terminates this Agreement due to Axon’s uncured breach, Axon will refund prepaid amounts on a prorated basis based on the effective date of termination.
16.2. By Agency. If sufficient funds are not appropriated or otherwise legally available to pay the fees, Agency may terminate this Agreement without further liability to Axon . Agency will deliver notice of termination under this section as soon as reasonably practicable.
16.3. Effect of Termination. Upon termination of this Agreement , Agency rights immediately terminate.
Agency remains responsible for all fees incurred before the effective date of termination. If Agency purchases 60297.00068\41841462.1
Master Services and Purchasing Agreement for Agency
Title:Master Services and Purchasing Agreement between Axon and Agency Department:Legal
Version: 19.0
Release Date:8/18/2023 Page 4 of 21
Axon Devices for less than the manufacturer’s suggested retail p rice ( "MSRP") and this Agreement is terminated by Axon before the end of the Term due to Agency’s breach of the Agreement , Axon will invoice Agency the difference between the MSRP for Axon Devices received, including any Spare Axon Devices, and amounts paid towards those Axon Devices. Only if terminating for non-appropriation, Agency may return Axon Devices to Axon within thirty (30) days of termination. MSRP is the standalone price of the individual Axon Device at the time of sale. For bundled Axon Device s, MSRP is the standalone price of all individual components.
16.4. Return of Data. Upon expiration or termination of this Agreement for any reason, Axon will provide Agency will access to the Axon Cloud Services for a period of ninety (90) days for the purpose of downloading all Agency Content and Agency Content Metadata.
17. Confidentiality. "Confidential Information" means nonpublic information designated as confidential or, given the nature of the information or circumstances surrounding disclosure, should reasonably be understood to be confidential, including but not limited to Agency Content. Each Party will take shall not disclose, disseminate, or use of the other Party’s Confidential Information without express written consent of the other Party . Unless required by law, including but not limited to California Public Records Act, neither Party will disclose the other Party’s Confidential Information during the Term and for five (5) years thereafter or perpetually with respect to Agency Content and Agency Content Metadata. If Agency receives a public records request to disclose Axon Confidential Information, to the extent allowed by law, Agency will provide notice to Axon before disclosure. Axon may publicly announce information related to this Agreement upon written approval of Agency. Axon shall not sell any Confidential Information to third parties, nor shall it use or disclose Confidential Information for any purposes other than to perform its obligations under this Agreement.
Agency Content and Agency Content Metadata shall be treated as Confidential Information of Agency.
18. General.
18.1. Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party’s reasonable control.
18.2. Independent Contractors. The Parties are independent contractors . Neither Party has the authority to bind the other. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.
18.3. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
18.4. Non-Discrimination. Neither Party nor its employees will discriminate against any person based on ra ce; religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status; age; national origin; ancestry; genetic information; disability; veteran status; or any class protected by local, state, or federal law.
18.5. Export Compliance. Each Party will comply with all import and export control laws and regulations.
18.6. Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent, which approval shall not be unreasonably withheld. .
18.7. Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitute s a waiver of that right.
18.8. Severability. If a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable, the remaining portions of this Agreement will remain in effect.
18.9. Survival. The following sections will survive termination: Payment, Warranty, Axon Device Warnings, Indemnification, IP Rights, and Agency Responsibilities.
18.10. Governing Law. The laws of the country, state, province, or municipality where Agency is physically located, without reference to conflict of law rules, govern this Agreement and any dispute arising from it. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.
18.11. Pricing. Axon will honor the prices on the Quote for two (2) years from the Effective Date for additional purchases of up to 10% of the quantities listed on the Quote.
18.12. Notices. All notices must be in writing and in English. Notices posted on Agency’s Axon Evidence site are effective upon posting. Notices by email are effective on the sent date of the email provided such email notice is confirmed by return email of the other party. Notice of default must also be given via overnight courier and email. Notices by personal delivery are effective immediately. Notice by overnight courier are effective upon 60297.00068\41841462.1
Master Services and Purchasing Agreement for Agency
Title:Master Services and Purchasing Agreement between Axon and Agency Department:Legal
Version: 19.0
Release Date:8/18/2023 Page 5 of 21
receipt. Notices to Agency shall be provided to the address on file with Axon. Notices to Axon shall be provided to Axon Enterprise, Inc. , Attn: Legal, 17800 North 85th Street, Scottsdale, Arizona 85255 with a copy to [email protected].
18.12 Entire Agreement . This Agreement, including the Appendices and any SOW (s), represents the entire agreement between the Parties. This Agreement supersedes all prior agreements or understandings, whether written or verbal, regarding the subject matter of this Agreement. This Agreement may only be modified or amended in a writing signed by the Parties.
Each Party, by and through its respective representative authorized to execute this Agreement , has duly executed and delivered this Agreement as of the date of signature.
AXON: AGENCY:
Axon Enterprise, Inc. City of Chula Vista
Signature:
Signature:
Name: Robert E. Driscoll, Jr. Name: John McCann
Title: VP, Assoc. General Counsel
Title: Mayor
Date:
Date:
Approved as to Form
By: ________________________________
Jill D.S. Maland
Lounsbery Ferguson Altona & Peak
Acting City Attorney
60297.00068\41841462.1
Master Services and Purchasing Agreement for Agency
Title:Master Services and Purchasing Agreement between Axon and Agency Department:Legal
Version: 19.0
Release Date:8/18/2023 Page 6 of 21
Axon Cloud Services Terms of Use Appendix
1. Definitions.
a. "Agency Content" is data uploaded into, ingested by, or created in Axon Cloud Services within Agency’s tenant, including media or multimedia uploaded into Axon Cloud Services by Agency. Agency Content includes Evidence and personally identifiable information, , but excludes Non-Content Data.
2. “Agency Content Metadata” is data that is collected by Axon Cloud Services in connection with the upload, download, management and use of Agency Content and Evidence and includes time and data stamps of access to Agency Content and Evidence by user.
a. "Evidence" is media or multimedia uploaded into Axon Evidence as 'evidence' by an Agency. Evidence is a subset of Agency Content.
b. "Non-Content Data" is data, configuration, and usage information about Agency’s Axon Cloud Services tenant, Axon Devices and client software, and users that is transmitted or generated when using Axon Devices. Non -Content Data includes data about users captured during account management and customer support activities. Non -Content Data does not include Agency Content and does not include Personal Data, but may include Agency Content Metadata
c. "Personal Data " means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, loca tion data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
3. Access. Upon Axon granting Agency a subscription to Axon Cloud Services , Agency may access and use Axon Cloud Services to store and manage and download Agency Content and Agency Content Metadata . Agency may not exceed more end users than the Quote specifies. Axon Air requires an Axon Evidence subscription for each drone operator. For Axon Evidence Lite, Agency may access and use Axon Evidence only to store and manage TASER CEW and TASER CAM data ("TASER Data"). Agency may not upload non-TASER Data to Axon Evidence Lite.
4. Agency Owns Agency Content; Right to Use Agency Content Metadata. Agency controls and owns all right, title, and interest in Agency Content. Except as outlined herein, Axon obtains no interest in Agency Content, and Agency Content is not Axon’s business records. Agency is solely responsible for uploading, sharing, managing, and deleting Agency Content. Axon will only have access to Agency Content for the limited purposes set forth herein. Agency agrees to allow Axon access to Agency Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreement or policies governing use of the Axon products. Agency further has the right to access, use and download Agency Content Metadata.
5. Security. Axon will implement commercially reasonable and appropriate measures to secure Agency Content against accidental or unlawful loss, access or disclosure. Axon will maintain a comprehensive information security p rogram to protect Axon Cloud Services and Agency Content including logical, physical access, vulnerability, risk, and configuration management ; incident monitoring and response ; encryption of uploaded digital evidence ; security education; and data protection. Axon agrees to the F ederal Burea u of Investigation Criminal Justice Information Services Security Addendum.
6. Agency Responsibilities. Agency is responsible for (a) ensuring Agency owns Agency Content; (b) ensuring no Agency Content or Agency end user’s use of Agency Content or Axon Cloud Services violates this Agreement or applicable laws; and (c) maintaining necessary computer equipment and Internet connections for use of Axon Cloud Services. If Agency becomes aware of any violation of this Agreement by an end user, Agency will immediately terminate that end user’s access to Axon Cloud Services. a. Agency will also maintain the security of end usernames and passwords and security and access by end users to Agency Content. Agency is responsible for ensuring the configuration and utilization of Axon Cloud Services meet applicable Agency regulation and standards. Agency may not sell, transfer, or sublicense access to any other entity or person. Agency shall contact Axon immediately if it is aware that an unauthorized party may be using Agency’s account or Agency Content, or if account information is lost or stolen.
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Master Services and Purchasing Agreement for Agency
Title:Master Services and Purchasing Agreement between Axon and Agency Department:Legal
Version: 19.0
Release Date:8/18/2023 Page 7 of 21
b. To the extent Agency uses the Axon Cloud Services to interact with YouTube®, such use may be governed by the YouTube Terms of Service, available at https://www.youtube.com/static?template=terms.
7. Privacy. Agency’s use of Axon Cloud Services is subject to the Axon Cloud Services Privacy Policy, a current version of which is available at https://www.axon.com/legal/cloud-services-privacy-policy. Agency agrees to allow Axon access to Non-Content Data from Agency to (a) perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, develop, improve, and support current and future Axon products and related services; and (c) enforce thi s Agreement or policies governing the use of Axon products.
Axon will not disclose Agency Content, Agency Content Metadata or information about Agency except as compelled by a court or administrative body or required by law or regulation. If Axon receives a disclosure request for Agency Content, Axon will give Agency notice, unless legally prohibited from doing so, to allow Agency to file an objection with the court or administrative body.
8. Axon Body 3 Wi -Fi Positioning . Axon Body 3 cameras offer a feature to enhance location services where GPS/GNSS signals may not be available, for instance , within buildings or underground. Agency administrators can manage their choice to use this service within the administrative features of Axon Cloud Services. If Agency chooses to use this service, Axon must also enable the usage of the feature for Agency’s Axon Cloud Services tenant. Agency will not see this option with Axon Cloud Services unless Axon has enabled Wi-Fi Positioning for Agency’s Axon Cloud Services tenant. When Wi-Fi Positioning is enabled by both Axon and Agency, Non -Content and Personal Data will be sent to Skyhook Holdings, Inc . ("Skyhook") to facilitate the Wi -Fi Positioning functionality. Data controlled by Skyhook is outside the scope of the Axon Cloud Services Privacy Policy and is subject to the Skyhook Services Privacy Policy.
9. Storage. For Axon Unlimited Device Storage subscriptions, Agency may store unlimited data in Agency's Axon Evidence account only if data originates from Axon Capture or the applicable Axon Device. Axon may charge Agency additional fees for exceeding purchased storage amounts. Axon may place Agency Content that Agency has not viewed or accessed for six ( 6) months into archival storage . Agency Content in archival storage will not have immediate availability and may take up to twenty-four (24) hours to access.
For Third-Party Unlimited Storage the following restrictions apply : (i) it may only be used in conjunction with a valid Axon’s Evidence.com user license; (ii) is limited to data of the law enforcement agency that purchased the Third-Party Unlimited Storage and the Axon’s Evidence.com end user or Agency is prohibited from storing data for other law enforcement agencies; and (iii) Agency may only upload and store data that is directly related to:
(1) the investigation of, or the prosecution of a crime; (2) common law enforcement activities; or (3) any Age ncy Content created by Axon Devices or Evidence.com.
10. Location of Storage . Axon may transfer Agency Content to third-party subcontractors for storage. Axon will determine the locations of data centers for storage of Agency Content, provided they are in the United States. Any storage of Agency Content outside of the United States shall be subject to Agency’s written consent . For United States agencies, Axon will ensure all Agency Content stored in Axon Cloud Services remains within the United States.
Ownership of Agency Content remains with Agency. All Agency Content will be encrypted during transfer and at rest. Any subcontractors that have access to Agency Content under this Agreement, shall have confidentiality obligations substantially similar to the confidentiality obligations in this Agreement, and shall not access or use Agency Content for any purpose other than to perform Axon’s obligations under this Agreement.
11. Suspension. Axon may temporarily suspend Agency’s or any end user’s right to access or use any portion or all of Axon Cloud Services immediately upon notice, if Agency or end user’s use of or registration for Axon Cloud Services may (a) pose a security risk to Axon Cloud Services or any third-party; (b) adversely and irreparably impact Axon Cloud Services, the systems, or content of any other customer; (c) subject Axon, Axon’s affiliates, or any third-party to liability; or ( d) be fraudulent . Axon acknowledges that suspension could cause disruption to Ag ency’s law enforcement activities and unless immediate action is necessary to protect the security of Axon Cloud Services, Axon will make reasonable efforts to contact Agency to resolve an issue prior to suspension.
12. Agency remains responsible for all fees incurred through suspension. Axon will not delete Agency Content because of suspension, except as specified in this Agreement.
13. Axon Cloud Services Warranty. Axon disclaims any warranties or responsibility for data corruption or errors before Agency uploads data to Axon Cloud Services.
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Master Services and Purchasing Agreement for Agency
Title:Master Services and Purchasing Agreement between Axon and Agency Department:Legal
Version: 19.0
Release Date:8/18/2023 Page 8 of 21
14. Axon Records. Axon Records is the software -as-a-service product that is generally available at the time Agency purchases an OSP 7 or OSP 10 bundle. During Agency’s Axon Records Subscription Term, if any, Agency will be entitled to receive Axon’s Update and Upgrade releases on an if-and-when available basis. a. The Axon Records Subscription Term will end upon the completion of the Axon Records Subscription as documented in the Quote, or if purchased as part of an OSP 7 or OSP 10 bundle, upon completion of the OSP 7 or OSP 10 Term ("Axon Records Subscription") b. An "Update" is a generally available release of Axon Records that Axon makes available from time to time. An "Upgrade" includes (i) new versions of Axon Records that enhance features and functionality, as solely determined by Axon; and/or (ii) new versions of Axon Records that provide additional features or perform additional functions. Upgrades exclude new products that Axon introduces and markets as distinct products or applications.
c. New or additional Axon products and applications, as well as any Axon professional services needed to configure Axon Records, are not included. If Agency purchases Axon Records as part of a bundled offering, the Axon Record subscription begins on the later of the (1) start date of that bundled offering, or (2) date Axon provisions Axon Records to Agency.
Users of Axon Records at the Agency may upload files to entities (incidents, reports, cases, etc) in Axon Records with no limit to the number of files and amount of storage. Notwithstanding the foregoing, Axon may limit usage should the Agency exceed an average rate of one-hundred (100) GB per user per year of uploaded files. Axon will not bill for overages.
15. Axon Cloud Services Restrictions. Agency and Agency end users (includin g employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to:
a. copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud Services; b. reverse engineer, disassemble, or decompile Axon Cloud Services or apply any process to derive any source code included in Axon Cloud Services, or allow others to do the same; c. access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas;
d. use trade secret information contained in Axon Cloud Services, except as expressly permitted in this Agreement;
e. access Axon Cloud Services to build a competitive device or service or copy any features, functions, or graphics of Axon Cloud Services;
f. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon’s or Axon’s licensors on or within Axon Cloud Services; or g. use Axon Cloud Services to store or transmit infringing, libelous, or other unlawful or tortious material ; material in violation of third-party privacy rights; or malicious code.
16. After Termination. Axon will not delete Agency Content and Agency Content Metadata for ninety (90) days following termination. There will be no functionality of Axon Cloud Services during these ninety (90) days other than the ability to retrieve Agency Content and Agency Content Metadata. Agency will not incur additional fees if Agency downloads Agency Content and Agency Content Metadata from Axon Cloud Services during this time. Axon has no obligation to maintain or provide Agency Content after these ninety (90) days and will thereafter, unless legally prohibited, delete all Agency Content and Agency Content Metadata . Upon request, Axon will provide written proof that Axon successfully deleted and fully removed all Agency Content from Axon Cloud Services.
17. Post-Termination Assistance. Axon will provide Agency with the same post -termination data retrieval assistance that Axon generally makes available to all customers. Requests for Axon to provide additional assistance in downloading or transferring Agency Content and Agency Content Metadata , including requests for Axon’s data egress service, will result in additional fees and Axon will not warrant or guarantee data integrity or readability in the external system.
18. U.S. Government Rights. If Agency is a U.S. Federal department or using Axon Cloud Services on behalf of a U.S.
Federal department, Axon Cloud Services is provided as a "commercial item, " "commercial computer software, " "commercial computer software documentation, " and "technical data ", as defined in the Federal Acquisition 60297.00068\41841462.1
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Regulation and Defense Federal Acquisition Regulation Supplement. If Agency is using Axon Cloud Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, Agency will immediately discontinue use of Axon Cloud Services.
19. Survival. Upon any termination of this Agreement, the following sections in this Appendix will survive: Agency Owns Agency Content, Privacy, Storage, Axon Cloud Services Warranty, and Axon Cloud Services Restrictions.
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Professional Services Appendix
If any of the Professional Services specified below are included on the Quote, this Appendix applies.
1. Utilization of Services. Agency must use professional services as outlined in the Quote and this Appendix within six (6) months of the Effective Date.
2. Axon Full Service ( Axon Full Service) . Axon Full Service includes advance remote project planning and configuration support and up to four (4) consecutive days of on-site service and a professional services manager to work with Agency to assess Agency’s deployment and determine which on -site services are appropriate. If Agency requires more than four ( 4) consecutive on-site days, Agency must purchase additional days. Axon Full Service options include:
System set up and configuration
• Instructor-led setup of Axon View on smartphones (if applicable) • Configure categories and custom roles based on Agency need • Register cameras to Agency domain
• Troubleshoot IT issues with Axon Evidence and Axon Dock ("Dock") access • One on-site session included
Dock configuration
• Work with Agency to decide the ideal location of Docks and set configurations on Dock • Authenticate Dock with Axon Evidence using admin credentials from Agency • On-site assistance, not to include physical mounting of docks Best practice implementation planning session
• Provide considerations for the establishment of video policy and system operations best practices based on Axon’s observations with other agencies
• Discuss the importance of entering metadata in the field for organization purposes and other best practices for digital data management
• Provide referrals of other agencies using the Axon camera devices and Axon Evidence • Recommend rollout plan based on review of shift schedules System Admin and troubleshooting training sessions
Step-by-step explanation and assistance for Agency’s configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence Axon instructor training (Train the Trainer)
Training for Agency’s in-house instructors who can support Agency’s Axon camera and Axon Evidence training needs after Axon has fulfilled its contractual on-site obligations Evidence sharing training
Tailored workflow instruction for Investigative Units on sharing Cases and Evidence with local prosecuting agencies
End user go-live training and support sessions
• Assistance with device set up and configuration
• Training on device use, Axon Evidence, and Evidence Sync Implementation document packet
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide
Post go-live review
3. Body-Worn Camera Starter Service (Axon Starter). Axon Starter includes advance remote project planning and configuration support and one (1) day of on-site Services and a professional services manager to work closely with Agency to assess Agency’s deployment and determine which Services are appropriate. If Agency requires more than one (1) day of on-site Services, Agency must purchase additional on-site Services. The Axon Starter options include:
System set up and configuration (Remote Support)
• Instructor-led setup of Axon View on smartphones (if applicable) • Configure categories & custom roles based on Agency need • Troubleshoot IT issues with Axon Evidence and Dock access 60297.00068\41841462.1
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Dock configuration
• Work with Agency to decide the ideal location of Dock setup and set configurations on Dock • Authenticate Dock with Axon Evidence using "Administrator" credentials from Agency • Does not include physical mounting of docks
Axon instructor training (Train the Trainer)
Training for Agency’s in-house instructors who can support Agency’s Axon camera and Axon Evidence training needs after Axon’s has fulfilled its contracted on-site obligations End user go-live training and support sessions
• Assistance with device set up and configuration
• Training on device use, Axon Evidence, and Evidence Sync Implementation document packet
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide
4. Body-Worn Camera Virtual 1 -Day Service ( Axon Virtual). Axon Virtual includes all items in the BWC Starter Service Package, except one (1) day of on-site services.
5. CEW Services Packages. CEW Services Packages are detailed below:
System set up and configuration
• Configure Axon Evidence categories & custom roles based on Agency need. • Troubleshoot IT issues with Axon Evidence.
• Register users and assign roles in Axon Evidence.
• For the CEW Full Service Package: On-site assistance included • For the CEW Starter Package: Virtual assistance included Dedicated Project Manager
Assignment of specific Axon representative for all aspects of planning the rollout (Project Manager). Ideally, Project Manager will be assigned to Agency 4–6 weeks before rollout Best practice implementation planning session to include:
• Provide considerations for the establishment of CEW policy and system operations best practices based on Axon’s observations with other agencies
• Discuss the importance of entering metadata and best practices for digital data management • Provide referrals to other agencies using TASER CEWs and Axon Evidence • For the CEW Full Service Package: On-site assistance included • For the CEW Starter Package: Virtual assistance included System Admin and troubleshooting training sessions
On-site sessions providing a step-by-step explanation and assistance for Agency’s configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence Axon Evidence Instructor training
• Provide training on the Axon Evidence to educate instructors who can support Agency’s subsequent Axon Evidence training needs.
• For the CEW Full Service Package: Training for up to 3 individuals at Agency • For the CEW Starter Package: Training for up to 1 individual at Agency TASER CEW inspection and device assignment
Axon’s on-site professional services team will perform functions check on all new TASER CEW Smart weapons and assign them to a user on Axon Evidence.
Post go-live review
For the CEW Full Service Package: On-site assistance included.
For the CEW Starter Package: Virtual assistance included.
6. Smart Weapon Transition Service. The Smart Weapon Transition Service includes:
Archival of CEW Firing Logs
Axon’s on-site professional services team will upload CEW firing logs to Axon Evidence from all TASER CEW Smart Weapons that Agency is replacing with newer Smart Weapon models. 60297.00068\41841462.1
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Return of Old Weapons
Axon’s on-site professional service team will ship all old weapons back to Axon’s headquarters.
Axon will provide Agency with a Certificate of Destruction *Note: CEW Full Service packages for TASER 7 or TASER 10 include Smart Weapon Transition Service instead of 1-Day Device Specific Instructor Course.
7. VR Services Package. VR Service includes advance remote project planning and configuration support and one (1) day of on-site service and a professional services manager to work with Agency to assess Agency's deployment and determine which Services are appropriate. The VR Service training options include:
System set up and configuration (Remote Support)
• Instructor-led setup of Axon VR headset content
• Configure agency settings based on Agency need
• Troubleshoot IT issues with Axon VR headset
Axon instructor training (Train the Trainer)
Training for up to five (5) Agency's in-house instructors who can support Agency's Axon VR CET and SIM training needs after Axon’s has fulfilled its contracted on-site obligations Classroom and practical training sessions
Step-by-step explanation and assistance for Agency's configuration of Axon VR CET and SIM functionality, basic operation, and best practices
8. Axon Air, On-Site Training. Axon Air, On-Site training includes advance remote project planning and configuration support and one (1) day of on -site Services and a professional services manager to work closely with Agency to assess Agency's deployment and determine which Services are appropriate. If Agency's requires more than one (1) day of on -site Services, Agency must purchase additional on -site Services. The Axon Air, On -Site training options include:
System set up and configuration (Remote Support)
• Instructor-led setup of Axon Air App (ASDS)
• Configure agency settings based on Agency need
• Configure drone controller
• Troubleshoot IT issues with Axon Evidence
Axon instructor training (Train the Trainer)
Training for Agency's in-house instructors who can support Agency's Axon Air and Axon Evidence training needs after Axon’s has fulfilled its contracted on-site obligations Classroom and practical training sessions
Step-by-step explanation and assistance for Agency's configuration of Axon Respond+ livestreaming functionality, basic operation, and best practices
9. Axon Air, Virtual Training. Axon Air, Virtual training includes all items in the Axon Air, On -Site Training Package, except the practical training session, with the Axon Instructor training for up to four hours virtually.
10. Signal Sidearm Installation Service.
a. Purchases of 50 SSA units or more : Axon will provide one (1) day of on -site service and one professional services manager and will provide train the trainer instruction, with direct assistance on the first of each unique holster/mounting type. Agency is responsible for providing a suitable work/training area.
b. Purchases of less than 50 SSA units : Axon will provide a 1 -hour virtual instruction session on the basics of installation and device calibration.
11. Out of Scope Services . Axon is only responsible to perform the professional services described in the Quote and this Appendix. Any additional professional services are out of scope. The Parties must document s cope changes in a written and signed change order. Changes may require an equitable adjustment in the charges or schedule.
12. Delivery of Services . Axon personnel will work Monday through Friday, 8:30 a.m. to 5:30 p.m., except holidays.
Axon will perform a ll on-site tasks over a consecutive timeframe. Axon will not charge Agency travel time by Axon personnel to Agency premises as work hours.
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13. Access Computer Systems to Perform Services. Agency authorizes Axon to access relevant Agency computers and network s, solely for performing the Services subject to compliance with reasonable Agency security protocols for remote access. Axon agrees that Axon, its employees and subcontractors will not install any malware, tracking software or disabling devices when accessing Agency’s computers and networks. . Axon will work to identify as soon as reasonably practicable resources and information Axon expects to use and will provide an initial itemized list to Agency. Agency is responsible for and assumes the risk of any problems, delays, losses, claims, or ex penses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Agency.
14. Site Preparation. Axon will provide a hardcopy or digital copy of current user documentation for the Axon Devices ("User Documentation "). User Documentation will include all required environmental specifications for the professional services and Axon Devices to operate per the Axon Device User Documentation. Before installation of Axon Devices (whether performed by Agency or Axon), Agency must prepare the location(s) where Axon Devices are to be installed ("Installation Site") per the environmental specifications in the Axon Device User Documentation.
Following install ation, Agency must maintain the Installation Site per the environmental specifications. If Axon modifies Axon Device User Documentation for any Axon Devices under this Agreement, Axon will provide the update to Agency when Axon generally releases it
15. Acceptance. When Axon completes professional services, Axon will present an acceptance form ("Acceptance Form") to Agency. Agency will sign the Acceptance Form acknowledging completion. If Agency reasonably believes Axon did not complete the professional services in substantial conformance with this Agreement, Agency must notify Axon in writing of the specific reasons for rejection within thirty (30) calendar days from delivery of the Acceptance Form. Axon will address the issues and re -present the Acceptance Form for signature. If Axon does not receive the signed Acceptance Form or written notification of reasons for rejection within seven (7) calendar days of delivery of the Acceptance Form, Axon will deem Agency to have accepted the professional services.
16. Agency Network. For work performed by Axon transiting or making use of Agency’s network, Agency is solely responsible for maintenance and functionality of the network. In no event will Axon be liable for loss, damage, or corruption of Agency’s network from any cause, unless to the extent caused by Axon’s acts or omissions.
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Technology Assurance Plan Appendix
If Technology Assurance Plan ("TAP") or a bundle including TAP is on the Quote, this appendix applies.
1. TAP Warranty. The TAP warranty is an extended warranty that starts at the end of the one- (1-) year hardware limited warranty.
2. Officer Safety Plan . If Agency purchases an Officer Safety Plan ( "OSP"), Agency will receive the deliverables detailed in the Quote. Agency must accept delivery of the TASER CEW and accessories as soon as available from Axon.
3. OSP 7 or OSP 10 Term. OSP 7 or OSP 10 begins on the date specified in the Quote ("OSP Term").
4. TAP BWC Upgrade. If Agency has no outstanding payment obligations and purchased TAP, Axon will provide Agency a new Axon body-worn camera ("BWC Upgrade") as scheduled in the Quote . If Agency purchased TAP, Axon will provide a BWC Upgrade that is the same or like Axon Device, at Axon’s option. Axon makes no guarantee the BWC Upgrade will utilize the same accessories or Axon Dock.
5. TAP Dock Upgrade. If Agency has no outstanding payment obligations and purchased TAP, Axon will provide Agency a new Axon Dock as scheduled in the Quote ("Dock Upgrade"). Accessories associated with any Dock Upgrades are subject to change at Axon discretion. Dock Upgrades will only include a new Axon Dock bay configuration unless a new Axon Dock core is required for BWC compatibility. If Agency originally purchased a single-bay Axon Dock, the Dock Upgrade will be a single-bay Axon Dock model that is the same or like Axon Device, at Axon’s option. If Agency originally purchased a multi-bay Axon Dock, the Dock Upgrade will be a multi-bay Axon Dock that is the same or like Axon Device, at Axon’s option.
6. Upgrade Delay. Axon may ship the BWC and Dock Upgrades as scheduled in the Quote without prior confirmation from Agency unless the Parties agree in writing otherwise at least ninety (90) days in advance. Axon may ship the final BWC and Dock Upgrade as scheduled in the Quote sixty (60) days before the end of the Subscription Term without prior confirmation from Agency.
7. Upgrade Change. If Agency wants to upgrade Axon Device models from the current Axon Device to an upgraded Axon Device, Agency must pay the price difference between the MSRP for the current Axon Device and the MSRP for the upgraded Axon Device. If the model Agency desires has an MSRP less than the MSRP of the offered BWC Upgrade or Dock Upgrade, Axon will not provide a refund. The MSRP is the MSRP in effect at the time of the upgrade.
8. Return of Original Axon Device. Within thirty (30) days of receiving a BWC or Dock Upgrade, Agency must return the original Axon Device s to Axon or destroy the Axon Device s and provide a certificate of destruction to Axon including serial numbers for the destroyed Axon Devices. If Agency does not return or destroy the Axon Devices, Axon will deactivate the serial numbers for the Axon Devices received by Agency.
9. Termination. If Agency’s payment for TAP, OSP, or Axon Evidence is more than thirty (30) days past due, and Agency fails to make such overdue payments within thirty (30) days notice from Axon, Axon may terminate TAP or OSP. Once TAP or OSP terminates for any reason:
9.1. TAP and OSP coverage terminate as of the date of termination and no refunds will be given.
9.2. Axon will not and has no obligation to provide the Upgrade Models.
9.3. Agency must make any missed payments due to the termination before Agency may purchase any future TAP or OSP.
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TASER 10 Appendix
This TASER 10 Appendix applies to Agency’s TASER 10, OSP 10, OSP Plus, or OSP 10 Plus Premium purchase from Axon, if applicable.
1. Duty Cartridge Replenishment Plan. If the Quote includes "Duty Cartridge Replenishment Plan", Agency must purchase the plan for each CEW user. A CEW user includes officers that use a CEW in the line of duty and those that only use a CEW for training. Agency may not resell cartridges received. Axon will only replace cartridges used in the line of duty.
2. Training. If the Quote includes a training voucher, Agency must use the voucher within one (1) year of issuance, or the voucher will be void. Axon will issue Agency a voucher annually beginning on the start of the TASER Subscription Term. The voucher has no cash value. Agency cannot exchange it for another device or service. Unless stated in the Quote, the voucher does not include travel expenses and will be Agency’s responsibility. If the Quote includes Axon Online Training or Virtual Reality Content Empat hy Development for Autism/Schizophrenia (collectively, "Training Content"), Agency may access Training Content. Axon will deliver all Training Content electronically.
3. Extended Warranty. If the Quote includes an extended warranty, the extended warranty coverage period warranty will be for a five- (5-) year term, which includes the hardware manufacturer’s warranty plus the four- (4-) year extended term.
4. Trade-in. If the Quote contains a discount on CEW -related line items, including items related to OSP, then that discount may only be applied as a trade-in credit, and Agency must return used hardware and accessories associated with the discount ("Trade-In Units") to Axon. Agency must ship batteries via ground shipping. Axon will pay shipping costs of the return. If Axon does not receive Trade-In Units within the timeframe below, Axon will invoice Agency the value of the trade-in credit. Agency may not destroy Trade-In Units and receive a trade-in credit.
Agency Size Days to Return from Start Date of TASER 10 Subscription Less than 100 officers 60 days
100 to 499 officers 90 days
500+ officers 180 days
5. TASER 10 Subscription Term. The TASER 10 Subscription Term for a standalone TASER 10 purchase begins on shipment of the TASER 10 hardware. The TASER 10 Subscription Term for OSP 10 begins on the OSP 10 start date.
6. Access Rights. Upon Axon granting Agency a TASER 10 Axon Evidence subscription, Agency may access and use Axon Evidence for the storage and management of data from TASER 10 CEW devices during the TASER 10 Subscription Term. Agency may not exceed the number of end users the Quote specifies.
7. Agency Warranty. If Agency is located in the US, Agency warrants and acknowledges that TASER 10 is classified as a firearm and is being acquired for official Agency use pursuant to a law enforcement agency transfer under the Gun Control Act of 1968.
8. Purchase Order. To comply with applicable laws and regulations, Agency must provide a purchase order to Axon prior to shipment of TASER 10.
9. Apollo Grant (US only). If Agency has received an Apollo Grant from Axon, Agency must pay all fees in the Quote prior to upgrading to any new TASER CEW offered by Axon.
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Version: 19.0
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Axon Auto-Tagging Appendix
If Auto-Tagging is included on the Quote, this Appendix applies.
1. Scope. Axon Auto-Tagging consists of the development of a module to allow Axon Evidence to interact with Agency’s Computer-Aided Dispatch ( "CAD") or Records Management Systems ( "RMS"). This allows end users to auto - populate Axon video meta-data with a case ID, category, and location-based on data maintained in Agency’s CAD or RMS.
2. Support. For thirty (30) days after completing Auto-Tagging Services, Axon will provide up to five (5) hours of remote support at no additional charge. Axon will provide free support due to a change in Axon Evidence, if Agency maintains an Axon Evidence and Auto-Tagging subscription. Axon will not provide support if a change is required because Agency changes its CAD or RMS.
3. Changes. Axon is only responsible to perform the Services in this Appendix. Any additional Services are out of scope.
The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule.
4. Agency Responsibilities. Axon’s performance of Auto-Tagging Services requires Agency to:
4.1. Make available relevant systems, including Agency’s current CAD or RMS, for assessment by Axon (including remote access if possible);
4.2. Make required modifications, upgrades or alterations to Agency’s hardware, facilities, systems and networks related to Axon’s performance of Auto-Tagging Services;
4.3. Provide access to the premises where Axon is performing Auto-Tagging Services, subject to Agency safety and security restrictions , and allow Axon to enter and exit the premises with laptop s and materials needed to perform Auto-Tagging Services;
4.4. Provide all infrastructure and software information (TCP/IP addresses, node names, network configuration) necessary for Axon to provide Auto-Tagging Services;
4.5. Promptly install and implement any software updates provided by Axon;
4.6. Ensure that all appropriate data backups are performed;
4.7. Provide assistance, participation, and approvals in testing Auto-Tagging Services;
4.8. Provide Axon with remote access to Agency’s Axon Evidence account when required;
4.9. Notify Axon of any network or machine maintenance that may impact the performance of the module at Agency; and
4.10. Ensure reasonable availability of knowledgeable staff and personnel to provide timely, accurate, complete, and up-to-date documentation and information to Axon.
5. Access to Systems. Agency authorizes Axon to access Agency’s relevant computers, network systems, and CAD or RMS solely for performing Auto-Tagging Services, provided, however, that Axon will comply with Agency security protocols for remote access. . Axon will work diligently to identify the resources and information Axon expects to use and will provide an initial list to Agency. Agency is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Agency.
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Axon Fleet Appendix
If Axon Fleet is included on the Quote, this Appendix applies.
20. Agency Responsibilities.
21. Agency must ensure its infrastructure and vehicles adhere to the minimum requirements to operate Axon Fleet 2 or Axon Fleet 3 (collectively, "Axon Fleet") as established by Axon during the qualifier call and on-site assessment at Agency and in any technical qualifying questions. If Agency’s representations are inaccurate, the Quote is subject to change.
22. Agency is responsible for providing a suitable work area for Axon or Axon third -party providers to install Axon Fleet systems into Agency vehicles. Agency is responsible for making available all vehicles for which installation services were purchased, during the agreed upon onsite installation dates, Failure to make vehicles available may require an equitable adjustment in fees or schedule.
23. Cradlepoint. If Agency purchases Cradlepoint Enterprise Cloud Manager, Agency will comply with Cradlepoint’s end user license agreement. The term of the Cradlepoint license may differ from the Axon Evidence Subscription. If Agency requires Cradlepoint support, Agency will contact Cradlepoint directly.
24. Third-party Installer. Axon will not be liable for the failure of Axon Fleet hardware to operate per specifications if such failure results from installation not performed by, or as directed by Axon.
25. Wireless Offload Server.
25.1. License Grant. Axon grants Agency a non-exclusive, royalty-free, worldwide, perpetual license to use Wireless Offload Server ("WOS"). "Use" means storing, loading, installing, or executing WOS solely for data communication with Axon Devices for the number of licenses purchased. The WOS term begins upon the start of the Axon Evidence Subscription.
25.2. Restrictions. Agency may not: (a) modify, alter, tamper with, repair, or create derivative works of WOS; (b) reverse engineer, disassemble, or decompile WOS, apply any process to derive the source code of WOS, or allow others to do so; (c) access or use WOS to avoid incurring fees or exceeding usage limits; (d) copy WOS in whole or part; (e) use trade secret information contained in WOS; (f) resell, rent, loan or sublicense WOS; (g) access WOS to build a competitive device or service or copy any features, functions or graphics of WOS; or (h) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon’s licensors on or within WOS.
25.3. Updates. If Agency purchases WOS maintenance, Axon will make updates and error corrections to WOS ("WOS Updates") available electronically via the Internet or media as determined by Axon. Agency is responsible for establishing and mainta ining adequate Internet access to receive WOS Updates and maintaining computer equipment necessary for use of WOS. The Quote will detail the maintenance term.
25.4. WOS Support. Upon request by Axon, Agency will provide Axon with access to Agency’s store and forward servers solely for troubleshooting and maintenance.
26. Axon Vehicle Software.
26.1. License Grant. Axon grants Agency a non-exclusive, royalty-free, worldwide, perpetual license to use ViewXL or Dashboard (collectively, "Axon Vehicle Software".) "Use" means storing, loading, installing, or executing Axon Vehicle Software solely for data communication with Axon Devices. The Axon Vehicle Software term begins upon the start of the Axon Evidence Subscription.
26.2. Restrictions. Agency may not: (a) modify, alter, tamper with, repair, or create derivative works of Axon Vehicle Software; (b) reverse engineer, disassemble, or decompile Axon Vehicle Software, apply any process to derive the source code of Axon Vehicle Software, or a llow others to do so; (c) access or use Axon Vehicle Software to avoid incurring fees or exceeding usage limits; (d) copy Axon Vehicle Software in whole or part; (e) use trade secret information contained in Axon Vehicle Software; (f) resell, r ent, loan or sublicense Axon Vehicle Software; (g) access Axon Vehicle Software to build a competitive device or service or copy any features, functions or graphics of Axon Vehicle Software; or (h) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon’s licensors on or within Axon Vehicle Software.
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27. Acceptance Checklist. If Axon provides services to Agency pursuant to any statement of work in connection with Axon Fleet, withinthirty (30) days of the date on which Agency retrieves Agency's vehicle(s) from the Axon installer , said vehicle having been installed and configured with tested and fully and properly operational in -car hardware and software identified above, Agency will receive a Professional Services Acceptance Checklist to submit to Axon indicating acceptance or denial of said deliverables.
28. Axon Fleet Upgrade. If Agency has no outstanding payment obligations and has purchased the "Fleet Technology Assurance Plan" (Fleet TAP), Axon will provide Agency with the same or like model of Fleet hardware ( "Axon Fleet Upgrade") as scheduled on the Quote.
28.1. If Agency would like to change models for the Axon Fleet Upgrade, Agency must pay the difference between the MSRP for the offered Axon Fleet Upgrade and the MSRP for the model desired. The MSRP is the MSRP in effect at the time of the upgrade. Agency is responsible for the removal of previously installed hardware and installation of the Axon Fleet Upgrade.
28.2. Within thirty (30) days of receiving the Axon Fleet Upgrade, Agency must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon, including serial numbers of the destroyed Axon Device s. If Agency does not destroy or return the Axon Device s to Axon, Axon will deactivate the serial numbers for the Axon Devices received by Agency.
29. Axon Fleet Termination. Axon may terminate Agency’s Fleet subscription for non-payment. Upon any termination:
29.1. Axon Fleet subscription coverage terminates, and no refunds will be given.
29.2. Axon will not and has no obligation to provide the Axon Fleet Upgrade.
29.3. Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future Fleet TAP.
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Version: 19.0
Release Date:8/18/2023 Page 19 of 21
Axon Respond Appendix
This Axon Respond Appendix applies to both Axon Respond and Axon Respond Plus, if either is included on the Quote.
1. Axon Respond Subscription Term. If Agency purchases Axon Respond as part of a bundled offering, the Axon Respond subscription begins on the later of the (1) start date of that bundled offering, or (2) date Axon provisions Axon Respond to Agency. If Agency purchases Axon Respond as a standalone, the Axon Respond subscription begins the later of the (1) date Axon provisions Axon Respond to Agency, or (2) first day of the month following the Effective Date. The Axon Respond subscription term will end upon the completion of the Axon Evidence Subscription associated with Axon Respond.
2. Scope of Axon Respond. The scope of Axon Respond is to assist Agency with real -time situational awareness during critical incidents to improve officer safety, effectiveness, and awareness. In the event Agency uses Axon Respond outside this scope, Axon may initiate good -faith discussions with Agency on upgrading Agency’s Axon Respond to better meet Agency’s needs.
3. Axon Body 3 LTE Requirements. Axon Respond is only available and usable with an LTE enabled body -worn camera. Axon is not liable if Agency utilizes the LTE device outside of the coverage area or if the LTE carrier is unavailable. LTE coverage is only available in the United States, including any U .S. territories. Axon may utilize a carrier of Axon’s choice to provide LTE service. Axon may change LTE carriers during the Term without Agency’ s consent.
4. Axon Fleet 3 LTE Requirements. Axon Respond is only available and usable with a Fleet 3 system configured with LTE modem and service. Agency is responsible for providing LTE service for the modem. Coverage and availability of LTE service is subject to Agency’s LTE carrier.
5. Axon Respond Service Limitations . Agency acknowledges that LTE service is made available only within the operating range of the networks. Service may be temporarily refused, interrupted, or limited because of: (a) facilities limitations; (b) transmission limitations caused by atmospheric, terrain, other natural or artificial conditions adversely affecting transmission, weak batteries, system overcapacity, movement outside a service area or gaps in coverage in a service area, and other causes reasonably outside of the carrier’s control such as intentional or negligent acts of third parties that damage or impair the network or disrupt service; or (c) equipment modifications, upgrades, relocations, repairs, and other similar activities necessary for the proper or improved operation of service.
5.1. With regard to Axon Body 3, Partner networks are made available as -is and the carrier makes no warranties or representations as to the availability or quality of roaming service provided by carrier partners, and the carrier will not be liable in any capacity for any errors, outages, or failures of carrier partner networks. Agency expressly understands and agrees that it has no contractual relationship whatsoever with the underlying wireless service provider or its affiliates or contractors and Agency is not a third-party beneficiary of any agreement between Axon and the underlying carrier.
6. Termination. Upon termination of this Agreement, or if Agency stops paying for Axon Respond or bundles that include Axon Respond, Axon will end Axon Respond services, including any Axon-provided LTE service. 60297.00068\41841462.1
Master Services and Purchasing Agreement for Agency
Title:Master Services and Purchasing Agreement between Axon and Agency Department:Legal
Version: 19.0
Release Date:8/18/2023 Page 20 of 21
Axon Application Programming Interface Appendix
This Appendix applies if Axon’s API Services are included on the Quote.
1. Definitions.
1.1. "API Client" means the software that acts as the interface between Agency’s computer and the server, which is already developed or to be developed by Agency.
1.2. "API Interface " means s oftware implemented by Agency to configure Agency’s independent API Client Software to operate in conjunction with the API Service for Agency’s authorized Use.
1.3. "Axon Evidence Partner API, API or Axon API" (collectively "API Service") means Axon’s API which provides a programmatic means to access data in Agency’s Axon Evidence account or integrate Agency’s Axon Evidence account with other systems.
1.4. "Use" means any operation on Agency’s data enabled by the supported API functionality.
2. Purpose and License.
2.1. Agency may use API Service and data made available through API Service, in connection with an API Client developed by Agency. Axon may monitor Agency’s use of API Service to ensure quality, improve Axon devices and services, and verify compliance with this Agreement. Agency agrees to not interfere with such monitoring or obscure from Axon Agency’s use of API Service. Agency will not use API Service for commercial use.
2.2. Axon grants Agency a non -exclusive, non -transferable, non -sublicensable, worldwide, revocable right and license during the Term to use API Service, solely for Agency’s Use in connection with Agency’s API Client.
2.3. Axon reserves the right to set limitations on Agency’s use of the API Service, such as a quota on operations, to ensure stability and availability of Axon’s API. Axon will use reasonable efforts to accommodate use beyond the designated limits.
3. Configuration. Agency will work independently to configure Agency’s API Client with API Service for Agency’s applicable Use. Agency will be required to provide certain information (such as identification or contact details) as part of the registration. Registration information provided to Axon must be accurate. Agency will inform Axon promptly of any updates. Upon Agency’s registration, Axon will provide documentation outlining API Service information.
4. Agency Responsibilities. When using API Service, Agency and its end users may not:
4.1. use API Service in any way other than as expressly permitted under this Agreement;
4.2. use in any way that results in, or could result in, any security breach to Axon;
4.3. perform an action with the intent of introducing any viruses, worms, defect, Trojan horses, malware, or any items of a destructive nature to Axon Devices and Services;
4.4. interfere with, modify, disrupt or disable features or functionality of API Service or the servers or net works providing API Service;
4.5. reverse engineer, decompile, disassemble, or translate or attempt to extract the source code from API Service or any related software;
4.6. create an API Interface that functions substantially the same as API Service and offer it for use by third parties;
4.7. provide use of API Service on a service bureau, rental or managed services basis or permit other individuals or entities to create links to API Service;
4.8. frame or mirror API Service on any other server, or wireless or Internet-based device;
4.9. make available to a third-party, any token, key, password or other login credentials to API Service;
4.10. take any action or inaction resulting in illegal, unauthorized or improper purposes; or
4.11. disclose Axon’s API manual unless required by law or Court order.
5. API Content . All content related to API Service, other than Agency Content or Agency’s API Client content, is considered Axon’s API Content, including:
5.1. the design, structure and naming of API Service fields in all responses and requests; 60297.00068\41841462.1
Master Services and Purchasing Agreement for Agency
Title:Master Services and Purchasing Agreement between Axon and Agency Department:Legal
Version: 19.0
Release Date:8/18/2023 Page 21 of 21
5.2. the resources available within API Service for which Agency takes actions on, such as evidence, cases, users, or reports;
5.3. the structure of and relationship of API Service resources; and
5.4. the design of API Service, in any part or as a whole.
6. Prohibitions on API Content. Neither Agency nor its end users will use API content returned from the API Interface to:
6.1. scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header;
6.2. copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third-party;
6.3. misrepresent the source or ownership; or
6.4. remove, alter, or obscure any confidentiality or proprietary rights not ices (including copyright and trademark notices).
7. API Updates. Axon may update or modify the API Service from time to time ("API Update"). Agency is required to implement and use the most current version of API Service and to make any applicable changes to Agency’s API Client required as a result of such API Update. API Updates may adversely affect how Agency’s API Client access or communicate with API Service or the API Interface. Each API Client must contain means for Agency to update API Client to the most current version of API Service . Axon will provide support for one (1) year following the release of an API Update for all depreciated API Service versions.
Insurance Requirements for Suppliers
Vendor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with products and materials supplied to the Entity. The cost of such insurance shall be borne by the Vendor.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be a t least as broad a s Insurance Service s Office Commerc ial General Liability coverage (occurrence Form CG 00 01) and include products coverage.
Minimum Limits of Insurance
Vendor shall maintain limits no less than $1,000,000 per occurrence for bodily injury and property damage, and an
aggregate limit of $2,000,000. Excess / Umbrella coverage of $9Mil per Occurrence; $9Mil Aggregate
If the Vendor maintains higher limits than the minimums shown above, the Entity requires and shall be entitled to coverage for the higher limits maintained by the contractor.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the Entity. At the option of the Entity, either: the Vendor shall obtain coverage to reduce or eliminate such deductibles or self-insured retentions as respects the Entity, its officers, officials, employees, and volunteers; or the Vendor shall provide a financial guarantee satisfactory to the Entity guaranteeing payment of losses and related investigations, claim administration, and defense expenses.
Other Insurance Provisions
1.The policy or policies are to contain, or be endorsed to contain, the following provisions:
The Entity, its officers, officials, employees, and volunteers are to be covered as additional insureds as respects products of the Vendor. The Liability Additional Insured endorsement must not exclude Products / Completed Operations.
2.The Vendor’s insurance coverage shall be primary insurance as respects the Entity, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees or volunteers, shall be excess of the Vendor’s insurance and sha ll not contribute with it.
3. Each insurance policy required by this clause shall state that coverage shall not be canceled, except after thirty (30) days prior written notice has been provided to the Entity.
Acceptability of Insurers
Insurance is to be pla ced with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the Entity.
EXHIBIT A
Verification of Coverage
Vendor shall furnish the Entity with original certificates and amendatory endorsements or copies of the applicable policy language providing the insurance coverage required above. All certificates and endorsements are to be received and approved by the Entity before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Vendor’s obligation to provide them. The Entity reserves the right to require complete, certified copies of all required insurance
policies, including endorsements required by
these specifications, at any time.
Waiver of Subrogation
Vendor hereby grants to Entity a waiver of any right to subrogation which any insurer of said Vendor may acquire against the Entity by virtue of the payment of any loss under such insurance. Vendor agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the Entity has received a waiver of subrogation endorsement from the insurer
Special Risks or Circumstances
Entity reserves the right to modify these requirements at any time, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.