25-1677 Agreement Between City of Fresno Police Department and Axon Enterprises Inc. with attached quotes

Master Services and Purchasing Agreement for Agency
Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 20
Release Date: 2/5/2024 Page 1 of 46
599795v1
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) date of acceptance of 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 Servi ces in the Quote, and all such subsequent quotes accepted by Agency shall be also incorp orated 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, including but not limited to, 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. Or ders are subject to prior credit approval.

Changes in the deployment estimated ship date may change charges in the Quote.

Shipping dates are estimates only. Axon is not responsible for typographical errors in any Quote by Axon, and Axon reserves the right to cancel any orders resulting from such errors.

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 co mpletion 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 5 years ("Renewal 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 for Axon Devices upon shipment, or on the date specified within the invoicing plan in the Quote. Payment is due net 30 days from the invoice date. Axon invoices for Axon Cloud Services on an upfront yearly basis prior to the beginning of the Subscription Term and upon the anniversary of the Subscription Term. Payment obligations are non- cancelable. Unless otherwise prohibited by law, Agency will pay interest on all past-due sums $"

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Agency will pay invoices without setoff, deducti on, or withholding. If Axon sends a past due account to collections, Agency is responsible for collection and attorneys’ fees.

4. Taxes. Agency is responsible for sales and other ta xes 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 EXW (Incoterms 2020) via common carrier. Title and risk of loss pass to Agency upon Axon’s delivery to the common carrier. 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-manufac tured 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 through the extended warranty term purchased.

7.2. Disclaimer. All software and Axon Cloud Se rvices 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 Serv ices that are not 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.

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 li ke Axon-manufactured Device, at Axon’s option. A replacement 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 an Axon-manufactured Device for service, Agency must upload Axon-manufactured Device data to Ax on 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 Dev ices 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 $"

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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; (b) Axon Devices us ed 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 the 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 su ch warranties are limited to the duration of the warranty described abov e 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 Axo n related to the subject matter of this Agreement that is not in this Agreement.

7.5.2. Axon’s cumulative liability to any party for any loss or damage resulting from any claim, demand, or action arising out of or relating to this Agreement will not exceed the purch ase price paid to Axon for the Axon Device, or if for Services, the amount paid for such Services over the twelve (12) months preceding the claim however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory.

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, 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 wh ether 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.
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Master Services and Purchasing Agreement for Agency
Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 20
Release Date: 2/5/2024 Page 4 of 46
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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 de scribed 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.
(a) Throughout the life of this Agreement, AXON shall pay for and maintain in full force and effect all insurance as required herein with an insurance company(ies) either (i) admitted by the California Insurance Co mmissioner to do business in the State of California and rated no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as may be authorized in writing by AGENCY'S Risk Manager or his/her designee at any time and in his/her sole discretion. The required policies of insurance as stated herein shall maintain limits of liability of not less than those amounts stated therein. (b) If at any time during the life of the Agre ement or any extension, AXON or any of its subcontractors fail to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to AXON shall be withhel d until notice is received by AGENCY that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to AGENCY. Any failure to maintain the required insurance shall be sufficient cause for AGENCY to terminate this Agreement. No action taken by AGENCY pursuant to this section shall in any way relieve AXON of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by AGENCY that an insurer has commenced proceedings, or ha s had proceedings commenced against it, indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by AXON shall not be deemed to release or diminish the liability of AXON, including, with out limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify AGENCY shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by AXON.

Approval or purchase of any insurance contra cts or policies shall in no way relieve from liability nor limit the liability of AXON, vend ors, suppliers, invitees, contractors, sub- contractors, subcontractors, or anyone employed directly or indirectly by any of them. $"

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1. The most current version of Insurance Servi ces Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations.

The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for “bodily injury,” “property damage” and “personal and advertising injury” with coverage for premises and operations (including the use of owned and non-owned equipment), products and completed operations, and contract ual liability (including, without limitation, indemnity obligations under the Agreement) with li mits of liability not le ss than those set forth under “Minimum Limits of Insurance.”

2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non-owned automobiles or other licensed vehicles (Code 1- Any Auto).

3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance.

4. Cyber Liability (Privacy and Data breach) insurance appropriate to AXON’S profession.

Coverage shall be sufficiently broad to respond to duties and obligations as is undertaken by AXON in this agreement and shall include but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alte ration of electronic information, extortion and network security. The policy shall provide cove rage for breach response costs as well as regulatory fines penalties and credit monitoring expenses with limits sufficient to respond to these obligations.

MINIMUM LIMITS OF INSURANCE
AXON, or any party the AXON subcontracts with, shall maintain limits of liability of not less than those set forth below. :

1. COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage; (ii) $1,000,000 per occurrence for personal and advertising injury; (iii) $2,000,000 aggregate for products and completed operations; and, (iv) $2,000,000 general aggregate applying separately to the work performed under the Agreement.

2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.

3. WORKERS’ COMPENSATION INSURANCE as re quired by the State of California with statutory limits.

4. EMPLOYER’S LIABILITY:
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Master Services and Purchasing Agreement for Agency
Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 20
Release Date: 2/5/2024 Page 6 of 46
599795v1
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.

5. CYBER LIABILITY insurance with limits of not less than:
(i) $2,000,000 per claim/occurrence; and,
(ii) $4,000,000 policy aggregate

UMBRELLA OR EXCESS INSURANCE
In the event AXON purchases an Umbrella or Excess insurance policy(ies) to meet the “Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit of the AGENCY, its officers, officials, employees, agents and volunteers.

DEDUCTIBLES AND SELF-INSURED RETENTIONS
AXON shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and AXON shall also be responsible for payment of any self-insured retentions.

OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General Liability and Automobile Liability insurance policies are to contain, or be endorsed to contain, the following provisions:

1. AGENCY, its officers, officials, employees, agents and volunteers are to be covered as additional insureds. Additional Insured status under the General Liability policy shall be broad as that contained in ISO Form CG 20 10 04 13 or CG 20 26 04 13.

2. The coverage shall contain no special limitations on the scope of protection afforded to AGENCY, its officers, officials, employees, agents and volunteers.

3. For any claims relating to this Agreement, AX ON’S insurance coverage shall be primary insurance with respect to the AGENCY, its officers, officials, employees, agents and volunteers.

Any insurance or self-insurance maintained by the AGENCY, its officers, officials, employees, agents and volunteers shall be in excess of AXON’S insurance and shall not contribute with it.

AXON shall establish primary and non-contributo ry status under the General Liability policy by use of ISO Form CG 20 01 04 13 or by an executed manuscript insurance company endorsement that provides primary and non contri butory status as broad as that contained in ISO Form CG 20 01 04 13.

All policies of insurance shall contain, or be endorsed to contain, the following provision: AXON and its insurer shall waive any right of subrog ation against AGENCY, its officers, officials, employees, agents and volunteers.

All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty (30) calendar days written notice by U.S. mail, has been given to AGENCY. AXON is also responsible for providing written notice to the AGENCY under the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, AXON shall furnish AGENCY with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire duri ng the work to be performed for $"

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Master Services and Purchasing Agreement for Agency
Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 20
Release Date: 2/5/2024 Page 7 of 46
599795v1
AGENCY, AXON shall provide a new certificat e, and applicable endorsements, evidencing renewal of such policy upon the expiration date of the expiring policy.

The Cyber Liability insurance shall cover claims involving privacy violations, information theft, damage to or destruction of electronic informati on, intentional and/or unintentional release of private information (including credit monitoring costs), alteration of electronic information, extortion and network security. Such coverage is required for claims involving any professional services for which AXON is engaged with the Agency for such length of time as necessary to cover any and all claims
If the Cyber Liability insurance policy is written on a claims-made form:

1. The retroactive date must be shown, and mu st be before the effective date of the Agreement or the commencement of work by AXON.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement work or termination of the Agreement, whichever occurs first, or, in the alternative, the policy shall be endorsed to provide not less than a five (5) year discovery period.

3. If coverage is canceled or non-renewed , and not replaced with another claims-made policy form with a retroactive date prior to the effective date of the Agreement or the commencement of work by AXON, AXON must purch ase “extended reporting” coverage for a minimum of five (5) years comp letion of the Agreement work or termination of the Agreement, whichever occurs first.

4. These requirements shall survive expiration or termination of the Agreement.

Should any of these policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by defense costs, then the requirement for the Limits of Liability of these policies will be twice the above stated limits.

The fact that insurance is obtained by AXON shall not be deemed to release or diminish the liability of AXON, including, with out limitation, liability under the indemnity provisions of this Agreement. The policy limits do not act as a limitation upon the amount of indemnification to be provided by AXON. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of AXON, its principals, officers, agents, employees, persons under the supervision of AXON, vend ors, suppliers, invitees, consultants, subcontractors, or anyone employed directly or indirectly by any of them.

VERIFICATION OF COVERAGE
AXON shall furnish AGENCY with all certific ate(s) and applicable endorsements effecting coverage required hereunder. All certificates and applicable endorsements are to be received and approved by the AGENCY’S Risk Manager or his/her designee prior to AGENCY’S execution of the Agreement and before work commences. All non-ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon request of AGENCY, AXON shall immediately furnish Agency with a complete copy of any certificates of insurance required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original certificate of insurance This requirement shall survive expiration or termination of this Agreement. $"

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Master Services and Purchasing Agreement for Agency
Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 20
Release Date: 2/5/2024 Page 8 of 46
599795v1

SUBCONTRACTORS
If AXON subcontracts any or all of the services to be performed under this Agreement, AXON will be solely responsible for ensur ing that its subcontractors maintain insurance coverage at levels no less than those required by applicable law and is customary in the relevant industry.

13.Indemnification. To the furthest extent allowed by law, AXON shall indemnify, hold harmless and defend AGENCY and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalti es, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by AGENCY, AXON or any other person, and from any and all third party claims, demands and actions in law or equity (including reasonable attorney's fees, litigation expenses and cost to enforce this agreement), arising or alleged to have arisen directly out of Axon’s negligent acts, errors or omissions, or willful misconduct relating to the performance of this Agreement. AXON'S obligations under the preceding sentence shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused by the gross negligence, or caused by the willful misconduct, of AGENCY or any of its officers, officials, employees, agents or volunteers.

If AXON should subcontract all or any portion of the work to be performed under this Agreement, AXON shall require each subcontractor to indemnify, hold harmless and defend AGENCY and each of its officers, officials, employees, agents and volunteers in accordance with the terms of the preceding paragraph.

This section shall survive termination or expiration of this Agreement.

14.IP Rights . Axon owns and reserves all rights, title, and interest in Axon-manufactured Devices and Services and suggestions to Axon, including all related intellectual property rights. Agency will not cause any Axon proprietary rights to be violated.

15.IP Indemnification. Axon will indemnify Agency against all claims, losses, expenses from any third-party claim alleging that the us e of Axon-manufactured Devices or Services infringes or misappropriates the third-party’ s intellectual property rights. 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 cooperate fully 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.

16.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; (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.

17.Termination.

17.1.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 $"

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Master Services and Purchasing Agreement for Agency
Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 20
Release Date: 2/5/2024 Page 9 of 46
599795v1
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.

17.2.By Agency. If sufficient funds are not appropriated or otherwise legally available to pay the fees, Agency may terminate this Agreement. Agency will deliver notice of termination under this section as soon as reasonably practicable. Agency further reserves the right to terminate this Contract upon 60 calendar days prior written notice to Axon. In the event of such termination, Axon shall be paid for satisfactory service performed to the date of termination.

17.3.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 Axon De vices for less than the manufacturer’s suggested retail price (" MSRP") and this Agreement terminates before the end of the Term, Axon will invoice Agency the differen ce 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 Devices, MSRP is the standalone price of all individual components.

18.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. Each Party will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of the other Party’s Confidential Information. Unless required by law, neither Party will disclose the other Party’s Confidential Information during the Term and for five (5) years thereafter. To the extent permissible by law, Axon pricing is Confidential Information and competition sensitive. If Agency receives a public records request to discl ose 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.

19.General.

19.1.Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party’s reasonable control.

19.2.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.

19.3.Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.

19.4.Non-Discrimination. Neither Party nor its employees will discriminate against any person based on race; religion; creed; co lor; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marita l status; age; national origin; ancestry; genetic information; disability; veteran status; o r any class protected by local, state, or federal law.
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Master Services and Purchasing Agreement for Agency
Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 20
Release Date: 2/5/2024 Page 10 of 46
599795v1

19.5.Export Compliance. Each Party will comply with all import and export control laws and regulations.

19.6.Assignment. Neither Party may assign this Agreem ent without the other Party’s prior written consent. Axon may assign this Agreement, its rights, or obligations without consent: (a) to an affiliate or subsidiary; or (b) for purposes of financing, merger, acquisition, corporate reorganization, or sale of all or substantially all its assets. This Agreement is binding upon the Parties respective successors and assigns.

19.7.Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right.

19.8.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.

19.9.Survival. The following sections will survive termination: Payment, Warranty, Axon Device Warnings, Indemnification, IP Rights, Agency Responsibilities and any other Sections detailed in the survival sections of the Appendices.

19.10. Governing Law. The laws of the country, state, province, or municipality where Agency is physically located, without referenc e to conflict of law rules, govern this Agreement and any dispute arising from i t. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

19.11. Notices. All notices must be 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. Notices by personal delivery are effective immediately. 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, the Appendices, including any applicable Appendices not attached herein for the prod ucts and services purchased, which are incorporated by reference and located in the Master Purchasing and Services Agreement located at https://www.axon.com/sales-terms-and-conditions, Quote 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. [Signatures follow on next page.]
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Master Services and Purchasing Agreement for Agency
Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 20
Release Date: 2/5/2024 Page 11 of 46
599795v1

AGENCY AXON
CITY OF FRESNO, a California
municipal corporation
By:_____________________________
Georgeanne A. White
City Manager
By: _____________________________
Mindy Casto, Chief of Police
Fresno Police Department
APPROVED AS TO FORM:

ANDREW JANZ
City Attorney
By: ____________________________
Jennifer M. Wharton Date
Deputy City Attorney
ATTEST:

AMY K. ALLER
Interim
City Clerk
By: ____________________________
Deputy Date
Axon Enterprise, Inc.

By: _________________________
Name: ______________________
Title: ________________________
Attachments:

Q-763045-45943BW
Q-754195-4BW
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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 but excludes Non- Content Data.
b. " Evidence" is media or multimedia uploaded into Axon Evidence as 'evidence' by an Agency. Evidence is a subset of Agency Content.
c. " 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. d. " 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, location data, an onli ne identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
e. “ Provided Data ” means de-identified, de-personalized, data derived from Agency's TASER energy weapon deployment reports, related TASER energy weapon logs, body-worn camera footage, and incident reports. f. “ Transformed Data” means the Provided Data used for the purpose of quantitative evaluation of the performance and effectiveness of TASER energy weapons in the field across a variety of circumstances.

2. Access. Upon Axon granting Agency a subscription to Axon Cloud Services, Agency may access and use Axon Cloud Services to store and manage Agency Content.

Agency may not exceed more end users than the Quote specifies. Axon Air requires an Axon Evidence subscription for each drone o perator. 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.

3. Agency Owns Agency Content. Agency controls and owns all rights, title, and interest in Agency Content. Except as outlined her ein, 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 Con tent to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreement or policies governing use of the Axon products.
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4. 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 program 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 Federal Bureau of Investigation Criminal Justice Information Services Security Addendum.

5. 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 an unauthorized party may be using Agency’s account or Agency Content, or if account information is lost or stolen.

6. 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 A gency 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 this Agreement or policies governing the use of Axon products.

7. Axon Body Wi-Fi Positioning . Axon Body cameras may offer a feature to enhance location services where GPS/GNSS signals ma y not be available, for instance, within buildings or underground. Agency administrato rs 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.

8. 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 char ge 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 $"

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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 Agency Content created by Axon Devices or Evidence.com.

9. Location of Storage. Axon may transfer Agency Content to third-party subcontractors for storage. Axon will deter mine the locations of data centers for storage of Agency Content. For United States agencies, Axon will ensure all Agency Content stored in Axon Cloud Services remains within the Unit ed States. Ownership of Agency Content remains with Agency.

10.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 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. Agency remains responsible for all fees incurred through suspension. Axon will not delete Agency Content because of suspension, except as specified in this Agreement.

11.Axon Cloud Services Warranty . Axon disclaims any warranties or responsibility for data corruption or errors before Agency uploads data to Axon Cloud Services.

12.TASER Data Science Program . Axon will provide a quantitative evaluation on the performance and effectiveness of TASER energy weapons in the field across a variety of circumstances.

If Agency purchases the TASER Data Science Program, Agency grants Axon, its affiliates, and assignees an irrevocable, perpetual, fully paid, royalty-free, and worldwide right and license to use Provid ed Data solely for the purposes of this Agreement and to create Transformed Data. Agency shall own all rights and title to Provided Data. Axon shall own all rights and title to Transformed Data and any derivatives of Transformed Data.

Axon grants to Agency an irrevocable, perpetual, fully paid, royalty-free, license to use to TASER Data Science report provided to Agency for its own internal purposes. The Data Science report is provided “as is” and without any warranty of any kind.

In the event Agency seeks Axon’s deletion of Provided Data, it may submit a request to [email protected]. Where reasonably capab le of doing so, Axon will implement the request but at a minimum will not continue to collect Provided Data from Agency.

13.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 $"

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Axon Records Subscription Term, if any, Agen cy 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 Qu ote, 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 functi onality, 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.
d. Users of Axon Records at the Agency ma y upload files to entities (incidents, reports, cases, etc.) in Axon Records wi th 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.

14.Axon Cloud Services Restrictions . Agency and Agency end users (including employees, contractors, agents, officers, vo lunteers, and directors), may not, or may not attempt to:
a. 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;
b. copy, modify, tamper with , repair, or create derivativ e works of any part of Axon Cloud Services;
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 Axon Cloud Serves as a service bureau, or as part of an Agency infrastructure as a service;
e. use trade secret information contained in Axon Cloud Services, except as expressly permitted in this Agreement;
f. access Axon Cloud Services to build a competitive device or service or copy any features, functions, or graphics of Axon Cloud Services; $"

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g. 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
h. use Axon Cloud Services to store or transm it infringing, libelous, or other unlawful or tortious material; material in violation o f third-party privacy rights; or malicious code.

15.Axon Narrative. AI-Assisted Report Writing feature. Axon may impose usage restrictions if a single user generates mo re than one hundred (100) reports per month for two or more consecutive months. It is further understood by and between the parties that if Agency is unable to utilize the AI-Assisted Report Writing feature for legal reasons, personal preferences, or otherwise, Agency has ability to opt of using the Axon Narrative with seven (7) days written notice to Axon.

16.After Termination. Axon will not delete Agency Content for ninety (90) days following termination. There will be no functionalit y of Axon Cloud Services during these ninety (90) days other than the ability to retrieve Agency Content. Agency will not incur additional fees if Agency downloads Agency Content 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.

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, including reques ts 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 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 Con tent, Privacy, Storage, Axon Cloud Services Warranty, Agency Responsibilities and Axon Cloud Services Restrictions. $"

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1. Axon Customer Experience Improvement Program (ACEIP) . The ACEIP is designed to accelerate Axon’s development of technology, such as building and supporting automated features, to ultimately increase safety within communities and drive efficiency in public safety.

To this end, subject to the limitations on Ax on as described below, Axon, where allowed by law, may make limited use of Agency Content from all of its customers to provide, develop, improve, and support current and future Axon products (collectively, "ACEIP Purposes").

However, at all times, Axon will comply with its obligations pursuant to the Axon Cloud Services Terms of Use Appendix to maintain a comprehensive data security program (including compliance with the CJIS Security Policy for Criminal Justice Information), privacy program, and data governance policy, including high industry standards of de-identifying Personal Data, to enforce its security and priv acy obligations for the ACEIP. ACEIP has 2 tiers of participation, Tier 1 and Tier 2. By default, Agency will be a participant in ACEIP Tier

1. If Agency does not want to participate in ACEIP Tier 1, Agency can revoke its consent at any time. If Agency wants to participate in Ti er 2, as detailed below, Agency can check the ACEIP Tier 2 box below. If Agency does not want to participate in AC EIP Tier 2, Agency should leave box unchecked. At any time, Agency may revoke its consent to ACEIP Tier 1, Tier 2, or both Tiers.

2. ACEIP Tier 1.

2.1. When Axon uses Agency Content for the ACEIP Purposes, Axon will extract from Agency Content and may store separately copies of certain segments or elements of the Agency Content (collectively, "ACEIP Content"). When extracting ACEIP Content, Axon will use commercially reasonable efforts to aggregate, transform or de-identify Agency Content so that the extracted ACEIP Content is no longer reasonably capable of being associated with, or could reasonabl y be linked directly or indirectly to a particular individual (" Privacy Preserving Technique(s) "). For illustrative purposes, some examples are described in footnote 1

1. For clarity, ACEIP Content will still be
linked indirectly, with an attribution, to th e Agency from which it was extracted. This attribution will be stored separately from the data itself, but is necessary for and will be solely used to enable Axon to identify and delete all ACEIP Content upon Agency request. Once de-identified, ACEIP Content may then be further modified, analyzed, and used to create derivative works. At any time, Agency may revoke the consent granted herein to Axon to access and use Agency Content for ACEIP Purposes. Within 30 days of receiving the Agency’s request, Axon will no longer access or use Agency Content for ACEIP Purposes and will delete any and all ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, 1 For example; (a) when extracting specific text to improve automated transcription capabilities, text that could be used to directly identify a particular individual would not be extracted, and extracted text would be disassociated from identifying metadata of any speakers, and the extracted text would be split into individual words and aggregated with other data sources (including publicly available da ta) to remove any reasonable ability to link any specific text directly or indirectly back to a particular individual; (b) when extract ing license plate data to improve Automated License Plate Recognition (ALPR) capabilities, individual license plate characters would be extracted and disassociated from each other so a complete plate could not be reconstituted, and all association to other elements of the s ource video, such as the vehicle, location, time, and the surrounding environment would also be removed; (c) when extracting audio of potential acoustic events (such as glass breaking or gun shots), very short segments (<1 second) of audio that only contains the likely ac oustic events would be extracted and all human utterances would be removed. $"

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or could reasonably be linked directly or indir ectly to Agency. In addition, if Axon uses Agency Content for the ACEIP Purposes, upon request, Axon will make available to Agency a list of the specific type of Agency Content being used to generate ACEIP Content, the purpose of such use, and the retention, privacy preserving extraction technique, and relevant data protection practices applicable to the Agency Content or ACEIP Content (" Use Case"). From time to time, Axon may develop and deploy new Use Cases. At least 30 days prior to authorizing the deployment of any new Use Case, Axon will provide Agency notice (by updating the list of Use Case at https://www.axon.com/aceip and providing Agency with a mechanism to obtain notice of that update or another commercially reasonable method to Agency designated contact) ("New Use Case").

2.2. Expiration of ACEIP Tier 1 . Agency consent granted herein will expire upon termination of the Agreement. In accordance with section 1.1.1, within 30 days of receiving the Agency’s request, Axon will no longer access or use Agency Content for ACEIP Purposes and will delete ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to, Agency.

3. ACEIP Tier 2 . In addition to ACEIP Tier 1, if A gency wants to help further improve Axon’s services, Agency may choose to participate in Tier 2 of the ACEIP . ACEIP Tier 2 grants Axon certain additional rights to use Agency Content, in addition to those set forth in Tier 1 above, without the guaranteed deployment of a Privacy Preserving Technique to enable product development, improvement, and support that cannot be accomplished with aggregated, transformed, or de-identified data.
☐ Check this box if Agency wants to help further improve Axon’s services by participating in ACEIP Tier 2 in addition to Tier 1. Axon will not enroll Agency into ACEIP Tier 2 until Axon and Agency agree to terms in writing providing for such participation in ACEIP Tier 2. $"

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Professional Services Appendix
If any of the Professional Services specified be low 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
x Instructor-led setup of Axon View on smartphones (if applicable) x Configure categories and custom roles based on Agency need x Register cameras to Agency domain
x Troubleshoot IT issues with Axon Evidence and Axon Dock ("Dock") access x One on-site session included
Dock configuration
x Work with Agency to decide the ideal location of Docks and set configurations on Dock
x Authenticate Dock with Axon Evidence using admin credentials from Agency x On-site assistance, not to include physical mounting of docks Best practice implementation planning session
x Provide considerations for the establishment of video policy and system operations best practices based on Axon’s observations with other agencies x Discuss the importance of entering metadata in the field for organization purposes and other best practices for digital data management
x Provide referrals of other agencies using the Axon camera devices and Axon Evidence
x 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
x Assistance with device set up and configuration
x Training on device use, Axon Evidence, and Evidence Sync $"

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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 addi tional on-site Services. The Axon Starter options include:

System set up and configuration (Remote Support)
x Instructor-led setup of Axon View on smartphones (if applicable) x Configure categories & custom roles based on Agency need x Troubleshoot IT issues with Axon Evidence and Dock access Dock configuration
x Work with Agency to decide the ideal location of Dock setup and set configurations on Dock
x Authenticate Dock with Axon Evidence using "Administrator" credentials from Agency
x 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
x Assistance with device set up and configuration
x 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
x Configure Axon Evidence categories & custom roles based on Agency need. x Troubleshoot IT issues with Axon Evidence.
x Register users and assign roles in Axon Evidence.
x For the CEW Full Service Package: On-site assistance included x For the CEW Starter Package: Virtual assistance included Dedicated Project Manager
Assignment of specific Axon representative for all aspects of planning the rollout (Project $"

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Manager). Ideally, Project Manager will be assigned to Agency 4–6 weeks before rollout Best practice implementation planning session to include:
x Provide considerations for the establishment of CEW policy and system operations best practices based on Axon’s observations with other agencies x Discuss the importance of entering metadata and best practices for digital data management
x Provide referrals to other agencies using TASER CEWs and Axon Evidence x For the CEW Full Service Package: On-site assistance included x 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
x Provide training on the Axon Evidence to educate instructors who can support Agency’s subsequent Axon Evidence training needs.
x For the CEW Full Service Package: Training for up to 3 individuals at Agency x 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.

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 TA SER 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
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• 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 re quires 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 mana ger 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 scope changes in a written and signed change order.

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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 all on-site tasks over a consecutive timeframe. Axon will not charge Agency travel time by Axon personnel to Agency premises as work hours.

13.Access Computer Systems to Perform Services . Agency authorizes Axon to access relevant Agency computers and networks, solely for performing the Services. 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 expenses 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 professio nal services and Axon Devices to operate per the Axon Device User Documentation. Before installation of Axon Devices (whether performed by Agency or Axon), Agencymust prepare the location(s) where Axon Devices are to be installed ("Installation Site") per the environmental specifications in the Axon Device User Documentation. Following installation, 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 wi ll 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 Agreem ent, Agency must notify Axon in writing of the specific reasons for rejection within seven (7) 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 fu nctionality of the network. In no event will Axon be liable for loss, damage, or corruption of Agency’s network from any cause. $"

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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 mu st 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 Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Ax on including serial numbers for the destroyed Axon Devices. If Agency does not return or destr oy 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, Axon may terminate TAP or OS P. Once TAP or OSP terminates for any $"

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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 Device Appendix
This TASER Device Appendix applies to Agency’s TASER 7/10, OSP 7/10, OSP Plus, or OSP 7/10 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 TASER On Demand Certification subscription, Agency will have on-demand access to TASER Instructor and TASER Master Instructor courses only for the duration of the TASER Subscription Term. Axon will issue a maximum of ten (10) TASER Instructor vouchers and ten (10) TASER Mast er Instructor vouchers for every thousand TASER Subscriptions purchased. Agency shall utilize vouchers to register for TASER courses at their discretion however Agency ma y incur a fee for cancellations less than 10 business days prior to a course date or failure to appear to a registered course. The voucher has no cash value. Agency cannot exchange v oucher for any other device or service. Any unused vouchers at the end of the Term will be forfeited. A voucher does not include any travel or other expenses that might be incurred related to attending a course.

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 t he 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 Device Subscription Term. The TASER Device Subscription Term for a standalone TASER Device purchase begins on shipment of the TASER Device. The TASER Device Subscription Term for OSP 7/10 begins on the OSP 7/10 start date.

6. Access Rights. Upon Axon granting Agency a TASER Device Axon Evidence subscription, Agency may access and use Axon Evidence for the storage and management of data from TASER Devices during the TASER Device Subscription Term. Agency may not exceed the number of end users the Quote specifies.
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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 Device offered by Axon.

10.Termination. If payment for TASER Device is more than thirty (30) days past due, Axon may terminate Agency’s TASER Device plan by notifying Agency. Upon termination for any reason, then as of the date of termination:

10.1. TASER Device extended warranties and acce ss to Training Content will terminate.

No refunds will be given.

10.2. Axon will invoice Agency the remaining MSRP for TASER Devices received before termination. If terminating for non-appropriations, Axon will not invoice Agency if Agency returns the TASER Device, rechargeable battery, holster, dock, core, training suits, and unused cartridges to Axon within thirty (30) days of the date of termination.

10.3. Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future TASER Device plan. $"

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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 laptops 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 knowledg eable 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 perfo rming Auto-Tagging Services. Axon will work diligently to identify the resources and information Axon expects to use and will provide an initial list to Agency. Agency is respons ible 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 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 beg ins 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 Res pond 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 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 LTE Requirements. Axon Respond is only available and usable with a Fleet 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 oper ating 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 natu ral 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, 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 ser vice 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, $"

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Add-on Services Appendix
This Appendix applies if Axon Community Request, Axon Redaction Assistant, and/or Axon Performance are included on the Quote.

1. Subscription Term . If Agency purchases Axon Community Request, Axon Redaction Assistant, or Axon Performance as part of OSP 7 or OSP 10, the subscription begins on the later of the (1) start date of the OSP 7 or OSP 10 Term, or (2) date Axon provisions Axon Community Request Axon Redaction Assistant, or Axon Performance to Agency.

1.1. If Agency purchases Axon Community Re quest, Axon Redaction Assistant, or Axon Performance as a standalone, the subscription begins the later of the (1) date Axon provisions Axon Community Request, Axon Redaction Assistant, or Axon Performance to Agency, or (2) first day of the month following the Effective Date.

1.2. The subscription term will end upon the completion of the Axon Evidence Subscription associated with the add-on.

2. Axon Community Request Storage. For Axon Community Request, Agency may store an unlimited amount of data submitted through the public portal (" Portal Content "), within Agency’s Axon Evidence instance. The post-termination provisions outlined in the Axon Cloud Services Terms of Use Appendix also apply to Portal Content.

3. Performance Auto-Tagging Data. In order to provide some features of Axon Performance to Agency, Axon will need to store call for service data from Agency’s CAD or RMS. $"

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1. Subscription Term. If Agency purchases Axon Auto-Transcribe as part of a bundle or Axon Cloud Services subscription, the subscription begins on the later of the (1) start date of the bundle or Axon Cloud Services license term , or (2) date Axon provisions Axon Auto- Transcribe to Agency. If Agency purchases Axon Auto-Transcribe minutes as a standalone, the subscription begins on the date Axon provisions Axon Auto-Transcribe to Agency.

1.1. If Agency cancels Auto-Transcribe services, any amounts owed by the Parties will be based on the amount of time passed under the annual subscription, rather than on the number of minutes used, regardless of usage.

2. Auto-Transcribe A-La-Carte Minutes. Upon Axon granting Agency a set number of minutes, Agency may utilize Axon Auto-Transcribe, subject to the number of minutes allowed on the Quote. Agency will not have the ability to roll over unused minutes to future Auto- Transcribe terms. Axon may charge Agency additional fees for exceeding the number of purchased minutes. Axon Auto-Transcribe minutes expire one year after being provisioned to Agency by Axon.

3. Axon Unlimited Transcribe. Upon Axon granting Agency an Unlimited Transcribe subscription to Axon Auto-Transcribe, Agency may utilize Axon Auto-Transcribe with no limit on the number of minutes. Unlimited Transcribe includes automatic transcription of all Axon BWC and Axon Capture footage. With regard to Axon Interview Room, Axon Fleet, Axon Citizen, or third-party transcription, tran scription must be requested on demand.

Notwithstanding the foregoing, Axon may limit usage after 5,000 minutes per user per month for multiple months in a row. Axon will not bill for overages.

4. Warranty. Axon disclaims all warranties, express or implied, for Axon Auto-Transcribe. $"

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Axon Virtual Reality Content Terms of Use Appendix
If Virtual Reality is included on the Quote, this Appendix applies.

1. Term. The Quote will detail the products and lic ense duration, as applicable, of the goods, services, and software, and contents thereof, provided by Axon to Agency related to virtual reality (collectively, "Virtual Reality Media").

2. Headsets. Agency may purchase additional virtual reality headsets from Axon. In the event Agency decides to purchase additional virtual re ality headsets for use with Virtual Reality Media, Agency must purchase those headsets from Axon.

3. License Restrictions. All licenses will immediately terminate if Agency does not comply with any term of this Agreement. If Agency utilizes more users than stated in this Agreement, Agency must purchase additional Virtual Reality Media licenses from Axon. Agency may not use Virtual Reality Media for any purpose other than as expressly permitted by this Agreement. Agency may not:

3.1. modify, tamper with, repair, or otherwise create derivative works of Virtual Reality Media;

3.2. reverse engineer, disassemble, or decompile Virtual Reality Media or apply any process to derive the source code of Virtual Reality Media, or allow others to do the same;

3.3. copy Virtual Reality Media in whole or pa rt, except as expressly permitted in this Agreement;

3.4. use trade secret information contained in Virtual Reality Media;

3.5. resell, rent, loan or subl icense Virtual Reality Media;

3.6. access Virtual Reality Media to build a co mpetitive device or service or copy any features, functions, or graphics of Virtual Reality Media; or

3.7. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon’s licensors on or within Virtual Reality Media or any copies of Virtual Reality Media.

4. Privacy. Agency’s use of the Virtual Reality Med ia is subject to the Axon Virtual Reality Privacy Policy, a current versi on of which is available at https://www.axon.com/axonvrprivacypolicy.

5. Termination. Axon may terminate Agency’s license immediately for Agency’s failure to comply with any of the terms in this Agreement.
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Axon Application Programming Interface Appendix
This Appendix applies if Axon’s API Services or a subscription to Axon Cloud Services is 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 software 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-t ransferable, 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 av ailability of Axon’s API. Axon will use reasonable efforts to accommodate use beyond the designated limits.

3. Configuration. Agency will work independently to c onfigure 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 pa rt 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 coul d result in, any security breach to Axon;

4.3. perform an action with the intent of int roducing 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 fe atures or functionality of API Service or the servers or networks providing API Service;
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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 subs tantially 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 se rver, 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.

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 Se rvice fields in all responses and requests;

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 notices (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 Servic e. Axon will provide support for one (1) year following the release of an API Update for all depreciated API Service versions. $"

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Axon Technical Account Manager Appendix
This Appendix applies if Axon Support Engineer services are included on the Quote.

1. Axon Technical Account Manager Payment. Axon will invoice for Axon Technical Account Manager ("TAM") services, as outlined in the Quote, when the TAM commences work on-site at Agency.

2. Full-Time TAM Scope of Services.

2.1. A Full-Time TAM will work on-site four (4) days per week, unless an alternate schedule or reporting location is mutually agreed upon by Axon and Customer.

2.2. Agency’s Axon sales representative and Axon’s Agency Success team will work with Agency to define its support needs and ensure the Full-Time TAM has skills to align with those needs. There may be up to a six- (6-) month waiting period before the Full-Time TAM can work on-site, depending upon Agency’s needs and availability of a Full-Time TAM.

2.3. The purchase of Full-Time TAM Services includes two (2) complimentary Axon Accelerate tickets per year of the Agreement, so long as the TAM has started work at Agency, and Agency is current on all payments for the Full-Time TAM Service.

2.4. The Full-Time TAM Service options are listed below:

Ongoing System Set-up and Configuration
Assisting with assigning cameras and registering docks
Maintaining Agency’s Axon Evidence account
Connecting Agency to "Early Access" programs for new devices Account Maintenance
Conducting on -site training on new features and devices for Agency leadership team(s)
Thoroughly documenting issues and workf lows and suggesting new workflows to improve the effectiveness of the Axon program
Conducting weekly meetings to cover current issues and program status Data Analysis
Providing on-demand Axon usage data to identify trends and insights for improving daily workflows
Comparing Agency's Axon usage and trends to peers to establish best practices Proactively monitoring the health of Axon equipment and coordinating returns when needed
Direct Support
Providing on-site, Tier 1 and Tier 2 (as defined in Axon's Service Level Agreement) technical support for Axon Devices
Proactively monitoring the health of Axon equipment
Creating and monitoring RMAs on-site
Providing Axon app support
Monitoring and testing new firmware and wor kflows before they are released to Agency’s production environment
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Agency Advocacy
Coordinating bi-annual voice of customer meetings with Axon’s Device Management team
Recording and tracking Agency feature requests and major bugs

3. Regional TAM Scope of Services

3.1. A Regional TAM will work on-site for three (3) consecutive days per quarter. Agency must schedule the on-site days at least two (2) weeks in advance. The Regional TAM will also be available by phone and email during regular business hours up to eight (8) hours per week.

3.2. There may be up to a six- (6-) month waiting period before Axon assigns a Regional TAM to Agency, depending upon the availability of a Regional TAM.

3.3. The purchase of Regional TAM Services includes two (2) complimentary Axon Accelerate tickets per year of the Agreement, so long as the TAM has started work at Agency and Agency is current on all payments for the Regional TAM Service.

3.4. The Regional TAM service options are listed below:

Account Maintenance
Conducting remote training on new features and devices for Agency’s leadership Thoroughly documenting issues and work flows and suggesting new workflows to improve the effectiveness of the Axon program
Conducting weekly conference calls to cover
current issues and program status
Visiting Agency quarterly (up to 3 consecutive days) to perform a quarterly business review, discuss Agency's goals for your Axon program, and continue to ensure a successful deployment of Axon Devices
Direct Support
Providing remote, Tier 1 and Tier 2 (As defined Axon's Service Level Agreement) technical support for Axon Devices
Creating and monitoring RMAs remotely
Data Analysis
Providing quarterly Axon usage data to ide ntify trends and program efficiency opportunities
Comparing an Agency's Axon usage and trends to peers to establish best practices Proactively monitoring the health of Axon equipment and coordinating returns when needed
Agency Advocacy
Coordinating bi-yearly Voice of Agency meetings with Device Management team Recording and tracking Agency feature requests and major bugs

4. Out of Scope Services. The TAM is responsible to perform only the Services described in this Appendix. Any additional Services discussed or implied that are not defined explicitly in this Appendix will be considered out of the scope.

5. TAM Leave Time. The TAM will be allowed up seven (7) days of sick leave and up to fifteen (15) days of vacation time per each calen dar year. The TAM will work with Agency to coordinate any time off and will provide Agen cy with at least two (2) weeks’ notice before utilizing any vacation days.
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Axon Investigate Appendix
If the Quote includes Axon's On Prem Video Suite known as Axon Investigate or Third Party Video Support License, the following appendix shall apply.

1. License Grant. Subject to the terms and conditions specified below and upon payment of the applicable fees set forth in the Quote, Axon grants to Agency a nonexclusive, nontransferable license to install, use, and display the Axon Investigate software ("Software") solely for its own internal use only and for no other purpose, for the duration of subscription term set forth in the Quote. This Agreement does not grant Agency any right to enhancements or updates, but if such are made available to Agency and obtained by Agency they shall become part of the Software and governed by the terms of this Agreement.

2. Third-Party Licenses. Axon licenses several third-party codecs and applications that are integrated into the Software. Users with an acti ve support contract with Axon are granted access to these additional features. By acc epting this agreement, Agency agrees to and understands that an active support contract is required for all of the following features:

DNxHD output formats, decoding files via the "fast indexing" method, proprietary file metadata, telephone and email support, and all future updates to the software. If Agency terminates the annual support contract with Axon, the features listed above will be disabled within the Software. It is recommended that use rs remain on an active support contract to maintain the full functionality of the Software.

3. Restrictions on Use. Agency may not permit any other person to use the Software unless such use is in accordance with the terms of this Agreement. Agency may not modify, translate, reverse engineer, reverse compile, decompile, disassemble or create derivative works with respect to the Software, except to the extent applicable laws specifically prohibit such restrictions. Agency may not rent, lease, sublicense, grant a security interest in or otherwise transfer Agency’s rights to or to use the Software. Any rights not granted are reserved to Axon.

4. Term. For purchased perpetual Licenses only— excluding Licenses leased for a pre- determined period, evaluation licenses, companion licenses, as well as temporary licenses- -the license shall be perpetual unless Agency fails to observe any of its terms, in which case it shall terminate immediately, and without additional prior notice. The terms of Paragraphs 1, 2, 3, 5, 6, 8 and 9 shall survive terminatio n of this Agreement. For licenses leased for a pre-determined period, for evaluation licenses , companion licenses, as well as temporary licenses, the license is granted for a period beginning at the installation date and for the duration of the evaluation period or temporary period as agreed between Axon and Agency.

5. Title. Axon and its licensors shall have sole and exclusive ownership of all rights, title, and interest in and to the Software and all changes, modifications, and enhancements thereof (including ownership of all trade secrets and copyrights pertaining thereto), regardless of the form or media in which the original or copies may exist, subject only to the rights and privileges expressly granted by Axon. This Agreement does not provide Agency with title or ownership of the Software, but only a right of limited use.

6. Copies. The Software is copyrighted under the laws of the United States and international treaty provisions. Agency may not copy the Software except for backup or archival purposes, and all such copies shall contain all Axon’s notices regarding proprietary rights as contained $"

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in the Software as originally provided to Agency. If Agency receives one copy electronically and another copy on media, the copy on media may be used only for archival purposes and this license does not authorize Agency to use the copy of media on an additional server.

7. Actions Required Upon Termination. Upon termination of the license associated with this Agreement, Agency agrees to destroy all copies of the Software and other text and/or graphical documentation, whether in electronic or printed format, that describe the features, functions and operation of the Software that are provided by Axon to Agency (" Software Documentation") or return such copies to Axon. Regarding any copies of media containing regular backups of Agency's computer or computer system, Agency agrees not to access such media for the purpose of recovering the Software or online Software Documentation.

8. Export Controls. None of the Software, Software Documentation or underlying information may be downloaded or otherwise exported, directly or indirectly, without the prior written consent, if required, of the office of Export Administration of the United States, Department of Commerce, nor to any country to which the U.S. has embargoed goods, to any person on the U.S. Treasury Department’s list of Specially Designated Nations, or the U.S. Department of Commerce’s Table of Denials.

9. U.S. Government Restricted Rights . The Software and Software Documentation are Commercial Computer Software provided with Restricted Rights under Federal Acquisition Regulations and agency supplements to them. Use, duplication or disclosure by the U.S.

Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFAR 255.227-7013 et. Seq. or 252.211- 7015, or subparagraphs (a) through (d) of the Commercial Computer Software Restricted Rights at FAR 52.227-19, as applicable, or similar clauses in the NASA FAR Supplement.

Contractor/manufacturer is Axon Enterprise, In c., 17800 North 85th Street, Scottsdale, Arizona 85255.
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1. Definitions.

1.1. " My90" means Axon’s proprietary platform and methodology to obtain and analyze feedback, and other related offerings, incl uding, without limitation, interactions between My90 and Axon products.

1.2. " Recipient Contact Information " means contact information, as applicable, including phone number or email address (if available) of the individual whom Agency would like to obtain feedback.

1.3. " Agency Data" means

1.3.1. "My90 Agency Content" which means data, including Recipient Contact Information, provided to My90 directly by Agency or at their direction, or by permitting My90 to access or connect to an information system or similar technology. My90 Agency Content does not include My90 Non-Content Data.

1.3.2. "My90 Non-Content Data" which m eans data, configuration, and usage information about Agency's My90 tenant, and client software, users, and survey recipients that is Processed (as defined in Section 1.6 of this Appendix) when using My90 or responding to a My90 Survey. My90 Non-Content Data includes data about users and survey recipients captured during account management and customer support activities. My90 Non-Content Data does not include My90 Agency Content.

1.3.3. "Survey Response" which means su rvey recipients' response to My90 Survey.

1.4. " My90 Data" means

1.4.1. "My90 Survey" which means surveys, material(s) or content(s) made available by Axon to Agency and survey recipients within My90.

1.4.2. "Aggregated Survey Response" which means Survey Response that has been de-identified and aggregated or transformed so that it is no longer reasonably capable of being associated with, or could reasonably be linked directly or indirectly to, a particular individual.

1.5. " 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, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, econom ic, cultural, or social identity of that natural person.

1.6. " Processing" means any operation or set of operations which is performed on data or on sets of data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptati on or alteration, retrieval, consultation, use, disclosure by transmission, dissemina tion or otherwise making available, alignment or combination, restriction, erasure, or destruction. $"

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Master Services and Purchasing Agreement for Agency
Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 20
Release Date: 2/5/2024 Page 41 of 46
599795v1

1.7. " Sensitive Personal Data" means Personal Data that reveals an individual’s health, racial or ethnic origin, sexual orientation, disability, religious or philosophical beliefs, or trade union membership.

2. Access. Upon Axon granting Agency a subscription to My90, Agency may access and use My90 to store and manage My90 Agency Content, and applicable My90 Surveys and Aggregated Survey Responses. This Appendix is subject to the Terms and Conditions of Axon’s Master Service and Purchasing Agreem ent or in the event you and Axon have entered into a prior agreement to govern all future purchases, that agreement shall govern.

3. IP address. Axon will not store survey respondents’ IP address.

4. Agency Owns My90 Agency Content . Agency controls or owns all rights, title, and interest in My90 Agency Content. Except as out lined herein, Axon obtains no interest in My90 Agency Content, and My90 Agency Content is not Axon’s business records. Except as set forth in this Agreement, Agency is re sponsible for uploading, sharing, managing, and deleting My90 Agency Content. Axon will only have access to My90 Agency Content for the limited purposes set forth herein. Agency agrees to allow Axon access to My90 Agency Content to (a) perform troubleshooti ng, maintenance, or diagnostic screenings; and (b) enforce this Agreement or policies governing use of My90 and other Axon products.

5. Details of the Processing . The nature and purpose of the Processing under this Appendix are further specified in Schedule 1 Details of the Processing, to this Appendix.

6. Security. Axon will implement commercially reasonable and appropriate measures to secure Agency Data against accidental or unlawf ul loss, access, or disclosure. Axon will maintain a comprehensive information security program to protect Agency Data including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; security education; and data protection. Axon will not treat Agency Data in accordance with FBI CJIS Se curity Policy requirements and does not agree to the CJIS Security Addendum for this engagement or any other security or privacy related commitments that have been established between Axon and Agency, such as ISO 27001 certification or SOC 2 Reporting.

7. Privacy. Agency use of My90 is subject to the My90 Privacy Policy, a current version of which is available at https://www.axon.com/legal/my90privacypolicy. Agency agrees to allow Axon access to My90 Non-Content Data from Agency to (a) perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, develop, improve, and support current and future Axon products including My90 and related services; and (c) enforce this Agreement or policies governing the use of My90 or other Axon products.

8. Location of Storage . Axon may transfer Agency Data to third-party subcontractors for Processing. Axon will determine the locations for Processing of Agency Data. For all Agency, Axon will Process and store Agency Data within the country Agency is based.

Ownership of My90 Agency Content remains with Agency.

9. Required Disclosures. Axon will not disclose Agency Data that Agency shares with Axon except as compelled by a court or administrative body or required by any law or regulation.

Axon will notify Agency if any disclosure req uest is received for Agency Data so Agency may file an objection with the court or administrative body, unless prohibited by law. $"

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Master Services and Purchasing Agreement for Agency
Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 20
Release Date: 2/5/2024 Page 42 of 46
599795v1

10.Data Sharing. Axon may share data only with entities that control or are controlled by or under common control of Axon, and as described below:

10.1.Axon may share Agency Data with third parties it employs to perform tasks on Axon’s behalf to provide products or services to Customer.

10.2.Axon may share Aggregated Survey Response with third parties, such as other Axon customers, local city agencies, private companies, or members of the public that are seeking a way to collect analysis on general policing and community trends.

Aggregated Survey Response will not be reasonably capable of being associated with or reasonably be linked directly or indirectly to a particular individual.

11.License and Intellectual Property. Agency grants Axon, its affiliates, and assignees the irrevocable, perpetual, fully paid, royalty-free, and worldwide right and license to use Agency Data for internal use including but not limited to analysis and creation of derivatives. Axon may not release Agency Data to any third party under this right that is not aggregated and de-identified. Agency acknowledges that Agency will have no intellectual property right in any media, good or service developed or improved by Axon.

Agency acknowledges that Axon may make any lawful use of My90 Data and any derivative of Agency Data including, without limitation, the right to monetize, redistribute, make modification of, and make derivatives of the surveys, survey responses and associated data, and Agency will have no intellec tual property right in any good, service, media, or other product that uses My90 Data.

12.Agency Use of Aggregated Survey Response . Axon will make available to Agency Aggregated Survey Response and rights to use for any Agency purpose.

13.Data Subject Rights. Taking into account the nature of the Processing, Axon shall assist Agency by appropriate technical and organi zational measures, insofar as this is reasonable, for the fulfilment of Agency's obligation to respond to a Data Subject Request regarding any Personal Data contained within My90 Agency Content. If in regard to My90 Agency Content, Axon receives a Data Subject Request from Agency's data subject to exercise one or more of its rights under applicable Data Protection Law, Axon will redirect the data subject within seventy-two (72) hours, to make its request directly to Agency.

Agency will be responsible for responding to any such request.

14.Assistance with Requests Related to My90 Agency Content . With regard to the processing of My90 Agency Content, Axon shall, if not prohibited by applicable law, notify Agency without delay after receipt, if Axon: (a) receives a request for information from the Supervisory Authority or any other competent authority regarding My90 Agency Content; (b) receives a complaint or request from a third party regarding the obligations of Agency or Axon under applicable Data Protection Law; or (c) receives any other communication which directly or indirectly pertains to My 90 Agency Content or the Processing or protection of My90 Agency Content. Axon shall not respond to such requests, complaints, or communications, unless Agency has given Axon wr itten instructions to that effect or if such is required under a statutory provision. In the latter case, prior to responding to the request, Axon shall notify Agency of the relev ant statutory provision and Axon shall limit its response to what is necessary to comply with the request. $"

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Master Services and Purchasing Agreement for Agency
Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 20
Release Date: 2/5/2024 Page 43 of 46
599795v1

15.Axon Evidence Partner Sharing. If Axon Evidence partner sharing is used to share My90 Agency Content, Agency will manage the data sharing partnership with Axon and access to allow only for authorized data sharing with Axon. Agency acknowledges that any applicable audit trail on the original source data will not include activities and processing performed against the instances, copies or clips that has been shared with Axon. Agency also acknowledges that the retention policy from the original source data is not applied to any data shared with Axon. Except as provided herein, data shared with Axon may be retained indefinitely by Axon.

16.Data Retention. Phone numbers provided to Axon directly by Agency or at their direction, or by permitting My90 to access or connect to an information system or similar technology will be retained for twenty-four (24) hours. Axon will not delete Aggregated Survey Response for four (4) years following termi nation of this Agreement. There will be no functionality of My90 during these four (4) years other than the ability to submit a request to retrieve Aggregated Survey Response. Ax on has no obligation to maintain or provide Aggregated Survey Response after these four years and may thereafter, unless legally prohibited, delete all Aggregated Survey Response.

17.Termination. Termination of an My90 Agreement will not result in the removal or modification of previously shared My90 Agen cy Content or the potential monetization of Survey Response and Aggregated Survey Response.

18.Managing Data Shared. Agency is responsible for:

18.1.Ensuring My90 Agency Content is appropriate for use in My90. This includes, prior to sharing: (a) applying any and all requ ired redactions, clipping, removal of metadata, logs, etc. and (b) coordination wi th applicable public disclosure officers and related legal teams;

18.2.Ensuring that only My90 Agency Content that is authorized to be shared for the purposes outlined is shared with Axon. Agency will periodically monitor or audit this shared data;

18.3.Using an appropriately secure data transfer mechanism to provide My90 Agency Content to Axon;

18.4.Immediately notifying Axon if My90 Agency Content that is not authorized for sharing has been shared. Axon may not be able to immediately retrieve or locate all instances, copies or clips of My90 Agenc y Content in the event Agency requests to un-share previously shared My90 Agency Content;

19.Prior to enrollment in My90. Prior to enrolling in My90, Agency will:

19.1.determine how to use My90 in accord ance with applicable laws and regulations including but not limited to consents, use of info or other legal considerations;

19.2.develop a set of default qualification criteria of what My90 Agency Content may be shared with Axon; and

19.3.assign responsibilities for managing what My90 Agency Content is shared with Axon and educate users on what data may or not be shared with Axon.

20.Agency Responsibilities. Agency is responsible for:
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Master Services and Purchasing Agreement for Agency
Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 20
Release Date: 2/5/2024 Page 44 of 46
599795v1

20.1.ensuring no My90 Agency Content or Agency end user’s use of My90 Agency Content or My90 violates this Agreement or applicable laws;

20.2.providing, and will continue to provide, all notices and has obtained, and will continue to obtain, all consents and rights necessary under applicable laws for Axon to process Agency Data in accordance with this Agreement; and

20.3.maintaining necessary computer equipment and Internet connections for use of My90. If Agency becomes aware of any violation of this Agreement by an end user, Agency will immediately terminate that end user’s access to My90. Agency will also maintain the security of end usernames and passwords and security and access by end users to My90 Agency Content. Agency is responsible for ensuring the configuration and utilization of My90 meets applicable Agency regulations and standards. Agency may not sell, transfer, or sublicense access to any other entity or person. Agency shall contact Axon immedi ately if an unauthorized party may be using Agency's account or My90 Agency Content or if account information is lost or stolen.

21.Suspension. Axon may temporarily suspend Agency's or any end user’s right to access or use any portion or all of My90 immediately upon notice, if Agency or end user’s use of or registration for My90 may (a) pose a securi ty risk to Axon products including My90, or any third-party; (b) adversely impact My90, the systems, or content of any other customer; (c) subject Axon, Axon’s affiliates, or any third-party to liability; or (d) be fraudulent. Agency remains responsible for all fees, if applicable, incurred through suspension. Axon will not delete My90 Agency Content or Aggregated Survey Response because of suspension, except as specified in this Agreement.

22.My90 Restrictions. Agency and Agency end users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to:

22.1.copy, modify, tamper with, repair, or create derivative works of any part of My90;

22.2.reverse engineer, disassemble, or decompile My90 or apply any process to derive any source code included in My90, or allow others to do the same;

22.3.access or use My90 with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas;

22.4.use trade secret information contained in My90, except as expressly permitted in this Agreement;

22.5.access My90 to build a competitive product or service or copy any features, functions, or graphics of My90;

22.6.remove, alter, or obscure any confidentiali ty or proprietary rights notices (including copyright and trademark notices) of Axon’s or Axon’s licensors on or within My90; or

22.7.use My90 to store or transmit infringing, libelous, or other unlawful or tortious material; to store or transmit material in violation of third-party privacy rights; or to store or transmit malicious code.
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1. Nature and Purpose of the Processing. To help Agency obtain feedback from individuals, such as members of their community, staff, or officers. Features of My90 may include:

1.1. Survey Tool where Agency may create, distribute, and analyze feedback from individuals it designates. Agency may designate members of the community, staff or officers from whom they would like to obtain feedback;

1.2. Creation of custom forms for surveys. Agency may select questions from a list of pre- drafted questions or create their own;

1.3. Distribution of survey via multiple dist ribution channels such as text message;

1.4. Ability to access and analyze Survey Response. Axon may also provide Agency Aggregated Survey Responses which contain analysis and insights from the Survey Response;

1.5. Direct integrations into information systems including Computer Aided Dispatch ("CAD"). This will enable Agency to share contact information easily and quickly with Axon of any individuals from whom it wishes to obtain feedback, enabling Axon to communicate directly with these individuals;

1.6. Data Dashboard Beta Test (" Data Dashboard ") where Survey Response and Aggregated Survey Response will be displayed for Agency use. Agency will be able to analyze, interpret, and share results of the Survey Response. My90 may provide beta versions of the Data Dashboard that are specifically designed for Agency to test before they are publicly available;

1.7. Survey Responses will be aggregated and de-identified and may be subsequently distributed and disclosed through various mediums to: (1) Agency; (2) other Axon Agency; (3) private companies; and (4) members of the public. The purpose of disclosure is to provide ongoing insights and comparisons on general policing and community trends. Prior to disclosing this information, Axon will ensure that the Survey Response has been de-identified and aggregated or transformed so that it is no longer reasonably capable of being associated with, or could reasonably be linked directly or indirectly to a particular individual; and

1.8. Provide services and materials to engage Agency stakeholders, market the partnership to the public, and facilitate training.
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Master Services and Purchasing Agreement for Agency
Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 20
Release Date: 2/5/2024 Page 46 of 46
599795v1
Axon Event Offer Appendix
If the Agreement includes the provision of, or Ax on otherwise offers, ticket(s), travel and/or accommodation for select events hosted by Axon (“Axon Event”), the following shall apply:

10.General. Subject to the terms and conditions specified below and those in the Agreement, Axon may provide Agency with one or more offers to fund Axon Event ticket(s), travel and/or accommodation for Agency-selected employee(s) to attend one or more Axon Events. By entering into the Agreement, Agency warrants that it is appropriate and permissible for Agency to receive the referenced Axon Event offer(s) based on Agency’s understanding of the terms and conditions outlined in this Axon Event Offer Appendix.

11.Attendee/Employee Selection. Agency shall have sole and absolute discretion to select the Agency employee(s) eligible to receive the ticket(s), travel and/or accommodation that is the subject of any Axon Event offer(s).

12.Compliance. It is the intent of Axon that any and all Axon Event offers comply with all applicable laws, regulations and ethics rules re garding contributions, including gifts and donations. Axon’s provision of ticket(s), travel and/or accommodation for the applicable Axon Event to Agency is intended for the use and benefit of Agency in furtherance of its goals, and not the personal use or benefit of any official or employee of Agency. Axon makes this offer without seeking promises or favoritism for Ax on in any bidding arrangements. Further, no exclusivity will be expected by either party in consideration for the offer. Axon makes the offer with the understanding that it will not, as a result of such offer, be prohibited from any procurement opportunities or be subject to any reporting requirements. If Agency’s local jurisdiction requires Agency to report or disclose the fair market value of the benefits provided by Axon, Agency shall promptly contact Axon to obtain such information, and Axon shall provide the information necessary to facilitate Agency's compliance with such reporting requirements.

13.Assignability. Agency may not sell, transfer, or ass ign Axon Event ticket(s), travel and/or accommodation provided under the Agreement.

14.Availability. The provision of all offers of Axon Event ticket(s), travel and/or accommodation is subject to availability of funds and resources. Axon has no obligation to provide Axon Event ticket(s), travel and/or accommodation.

15.Revocation of Offer. Axon reserves the right at any time to rescind the offer of Axon Event ticket(s), travel and/or accommodation to Agency if Agency or its selected employees fail to meet the prescribed conditions or if changes in circumstances render the provision of such benefits impractical, inadvisable, or in violation of any applicable laws, regulations, and ethics rules regarding contributions, including gifts and donations $"

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Page 1 ends

Q-763045-45943BW
Issued: 10/13/2025
Quote Expiration: 12/31/2025
Estimated Contract Start Date: 11/01/2025
Account Number: 106478
Payment Terms: N30
Mode of Delivery: UPS-GND
Credit/Debit Amount: $0.00

SHIP TO BILL TO SALES REPRESENTATIVE PRIMARY CONTACT
Fresno Police Dept. - CA
2323 Mariposa St
Fresno,
CA
93721-2202
USA
Fresno Police Dept. - CA
2323 Mariposa St
Fresno
CA
93721-2202
USA
Email:

Megan Hardisty
Phone: +1 4802537854
Email: [email protected]
Fax:

Robert Dewey
Phone: (559) 621-3000
Email: [email protected]
Fax:

Quote Summary Discount Summary
Program Length 12 Months Average Savings Per Year $42,863.80 TOTAL COST $224,567.00
ESTIMATED TOTAL W/ TAX $234,470.77 TOTAL SAVINGS $42,863.80 Axon Enterprise, Inc.
17800 N 85th St
Scottsdale, Arizona 85255
United States
VAT: 86-0741227
Domestic:(800) 978-2737
International: +1.800.978.2737

Page 2 ends

Payment Summary
Date Subtotal Tax Total
Oct 2025 $224,567.00 $9,903.77 $234,470.77
Total $224,567.00 $9,903.77 $234,470.77

Page 3 ends

Quote Unbundled Price: $267,430.80
Quote List Price: $267,430.80
Quote Subtotal: $224,567.00
Pricing
All deliverables are detailed in Delivery Schedules section lower in proposal Item Description Qty Term Unbundled List Price Net Price Subtotal Tax Total A la Carte Hardware
101250 AXON AIR - SKYDIO PARACHUTE FOR X10 2 $4,000.00 $1,560.00 $3,120.00 $260.52 $3,380.52 101736 AXON AIR - SKYDIO X10 DOCK HW KIT 2 $57,744.00 $57,744.00 $115,488.00 $9,643.25 $125,131.25 A la Carte Software
100112 AXON AIR - EVIDENCE.COM LICENSE - PILOT DATA 2 12 $30.20 $0.00 $0.00 $0.00 $0.00 101199 AXON AIR - SKYDIO DFR COMMAND 2 12 $830.00 $830.00 $19,920.00 $0.00 $19,920.00 A la Carte Services
12021 AXON AIR - PROFESSIONAL IMPLEMENTATION 1 $2,500.00 $2,500.00 $2,500.00 $0.00 $2,500.00 101502 AXON AIR - SKYDIO - DEPLOYMENT AND TRAINING -
DOCK FOR X10 1 $46,250.00 $18,297.00 $18,297.00 $0.00 $18,297.00 101499 AXON AIR - SKYDIO - DEPLOYMENT - DOCK FOR X10 1 $35,250.00 $25,944.00 $25,944.00 $0.00 $25,944.00 102294 AXON AIR - SKYDIO DOCK FOR X10 - MAINT. AND
REPAIR - PREMIUM 2 12 $1,200.00 $1,200.00 $28,800.00 $0.00 $28,800.00 A la Carte Warranties
101508 AXON AIR - SKYDIO - CARE FOR X10 CELLULAR 5G +
VT300-Z 3YR 2 $5,249.00 $5,249.00 $10,498.00 $0.00 $10,498.00 Total $224,567.00 $9,903.77 $234,470.77
Delivery Schedule
Hardware
Bundle Item Description QTY Shipping Location Estimated Delivery Date A la Carte 101250 AXON AIR - SKYDIO PARACHUTE FOR X10 2 1 11/01/2025 A la Carte 101736 AXON AIR - SKYDIO X10 DOCK HW KIT 2 1 11/01/2025 Software
Bundle Item Description QTY Estimated Start Date Estimated End Date A la Carte 100112 AXON AIR - EVIDENCE.COM LICENSE - PILOT DATA 2 11/01/2025 10/31/2026 A la Carte 101199 AXON AIR - SKYDIO DFR COMMAND 2 11/01/2025 10/31/2026 Services
Bundle Item Description QTY
A la Carte 101499 AXON AIR - SKYDIO - DEPLOYMENT - DOCK FOR X10 1 A la Carte 101502 AXON AIR - SKYDIO - DEPLOYMENT AND TRAINING - DOCK FOR X10 1 A la Carte 102294 AXON AIR - SKYDIO DOCK FOR X10 - MAINT. AND REPAIR - PREMIUM 2

Page 4 ends

Services
Bundle Item Description QTY
A la Carte 12021 AXON AIR - PROFESSIONAL IMPLEMENTATION 1 Warranties
Bundle Item Description QTY Estimated Start Date Estimated End Date A la Carte 101508 AXON AIR - SKYDIO - CARE FOR X10 CELLULAR 5G + VT300-Z 3YR 2

Page 5 ends

Shipping Locations
Location Number Street City State Zip Country
1 2323 Mariposa St Fresno CA 93721-2202 USA
Payment Details
Oct 2025
Invoice Plan Item Description Qty Subtotal Tax Total
Upfront Payment - 2 Skydio X10
Docks 100112 AXON AIR - EVIDENCE.COM LICENSE - PILOT DATA 2 $0.00 $0.00 $0.00 Upfront Payment - 2 Skydio X10
Docks 101199 AXON AIR - SKYDIO DFR COMMAND 2 $19,920.00 $0.00 $19,920.00 Upfront Payment - 2 Skydio X10
Docks 101250 AXON AIR - SKYDIO PARACHUTE FOR X10 2 $3,120.00 $260.52 $3,380.52 Upfront Payment - 2 Skydio X10
Docks 101499 AXON AIR - SKYDIO - DEPLOYMENT - DOCK FOR X10 1 $25,944.00 $0.00 $25,944.00 Upfront Payment - 2 Skydio X10
Docks 101502 AXON AIR - SKYDIO - DEPLOYMENT AND TRAINING - DOCK FOR X10 1 $18,297.00 $0.00 $18,297.00 Upfront Payment - 2 Skydio X10
Docks 101508 AXON AIR - SKYDIO - CARE FOR X10 CELLULAR 5G + VT300-Z 3YR 2 $10,498.00 $0.00 $10,498.00 Upfront Payment - 2 Skydio X10
Docks 101736 AXON AIR - SKYDIO X10 DOCK HW KIT 2 $115,488.00 $9,643.25 $125,131.25 Upfront Payment - 2 Skydio X10
Docks 102294 AXON AIR - SKYDIO DOCK FOR X10 - MAINT. AND REPAIR - PREMIUM 2 $28,800.00 $0.00 $28,800.00 Upfront Payment - 2 Skydio X10
Docks 12021 AXON AIR - PROFESSIONAL IMPLEMENTATION 1 $2,500.00 $0.00 $2,500.00 Total $224,567.00 $9,903.77 $234,470.77

Page 6 ends

Tax is estimated based on rates applicable at date of quote and subject to change at time of invoicing. If a tax exemption certificate should be applied, please submit prior to invoicing.

Standard Terms and Conditions
Axon Enterprise Inc. Sales Terms and Conditions
This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and 0DVWHU6HUYLFHVDQG3XUFKDVLQJ$JUHHPHQWEHWZHHQ WKH3DUWLHVZLWKDVWDUWGDWHRI-XO\
Acceptance of Terms:

Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions. By signing below, you represent that you are lawfully able to enter into contracts. If you are signing on behalf of an entity (including but not limited to the company, municipality, or government agency for whom you work), you represent to Axon that you have legal authority to bind that entity. If you do not have this authority, please do not sign this Quote.

Page 7 ends

\s1\ \d1\
Signature Date Signed
10/13/2025

Page 1 ends

Q-754195-46003BW
Issued: 12/12/2025
Quote Expiration: 12/01/2025
Estimated Contract Start Date: 02/01/2026
Account Number: 106478
Payment Terms: N30
Mode of Delivery: UPS-GND
Credit/Debit Amount: $0.00

SHIP TO BILL TO SALES REPRESENTATIVE PRIMARY CONTACT
Fresno Police Dept. - CA
2323 Mariposa St
Fresno,
CA
93721-2202
USA
Fresno Police Dept. - CA
2323 Mariposa St
Fresno
CA
93721-2202
USA
Email:

Megan Hardisty
Phone: +1 4802537854
Email: [email protected]
Fax:

Steven Castro
Phone: 559-621-5046
Email: [email protected]
Fax: (559) 498-5168
Quote Summary Discount Summary
Program Length 48 Months Average Savings Per Year $13,812.50 TOTAL COST $144,433.00
ESTIMATED TOTAL W/ TAX $149,588.62 TOTAL SAVINGS $55,250.00 Axon Enterprise, Inc.
17800 N 85th St
Scottsdale, Arizona 85255
United States
VAT: 86-0741227
Domestic:(800) 978-2737
International: +1.800.978.2737

Page 2 ends

Payment Summary
Date Subtotal Tax Total
Jan 2026 $48,144.34 $1,718.54 $49,862.88
Jan 2027 $48,144.33 $1,718.54 $49,862.87
Jan 2028 $48,144.33 $1,718.54 $49,862.87
Total $144,433.00 $5,155.62 $149,588.62

Page 3 ends

Quote Unbundled Price: $203,279.16
Quote List Price: $203,279.16
Quote Subtotal: $144,433.00
Pricing
All deliverables are detailed in Delivery Schedules section lower in proposal Item Description Qty Term Unbundled List Price Net Price Subtotal Tax Total A la Carte Hardware
101250 AXON AIR - SKYDIO PARACHUTE FOR X10 1 $4,000.00 $4,000.00 $4,000.00 $334.00 $4,334.00 101736 AXON AIR - SKYDIO X10 DOCK HW KIT 1 $57,744.00 $57,744.00 $57,744.00 $4,821.62 $62,565.62 A la Carte Software
101199 AXON AIR - SKYDIO DFR COMMAND 1 48 $830.00 $830.00 $39,840.00 $0.00 $39,840.00 A la Carte Services
102294 AXON AIR - SKYDIO DOCK FOR X10 - MAINT. AND
REPAIR - PREMIUM 1 48 $1,274.92 $48.96 $2,350.00 $0.00 $2,350.00 101499 AXON AIR - SKYDIO X10 DOCK COMMISSIONING 1 $35,250.00 $35,250.00 $35,250.00 $0.00 $35,250.00 A la Carte Warranties
101508 AXON AIR - SKYDIO - CARE FOR X10 CELLULAR 5G +
VT300-Z 3YR 1 $5,249.00 $5,249.00 $5,249.00 $0.00 $5,249.00 Total $144,433.00 $5,155.62 $149,588.62
Delivery Schedule
Hardware
Bundle Item Description QTY Shipping Location Estimated Delivery Date A la Carte 101250 AXON AIR - SKYDIO PARACHUTE FOR X10 1 1 01/01/2026 A la Carte 101736 AXON AIR - SKYDIO X10 DOCK HW KIT 1 1 01/01/2026 Software
Bundle Item Description QTY Estimated Start Date Estimated End Date A la Carte 101199 AXON AIR - SKYDIO DFR COMMAND 1 02/01/2026 01/31/2030 Services
Bundle Item Description QTY
A la Carte 101499 AXON AIR - SKYDIO X10 DOCK COMMISSIONING 1 A la Carte 102294 AXON AIR - SKYDIO DOCK FOR X10 - MAINT. AND REPAIR - PREMIUM 1 Warranties
Bundle Item Description QTY Estimated Start Date Estimated End Date A la Carte 101508 AXON AIR - SKYDIO - CARE FOR X10 CELLULAR 5G + VT300-Z 3YR 1

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Shipping Locations
Location Number Street City State Zip Country
1 2323 Mariposa St Fresno CA 93721-2202 USA
Payment Details
Jan 2026
Invoice Plan Item Description Qty Subtotal Tax Total
Payment 1 101199 AXON AIR - SKYDIO DFR COMMAND 1 $13,280.00 $0.00 $13,280.00 Payment 1 101250 AXON AIR - SKYDIO PARACHUTE FOR X10 1 $1,333.33 $111.33 $1,444.66 Payment 1 101499 AXON AIR - SKYDIO X10 DOCK COMMISSIONING 1 $11,750.00 $0.00 $11,750.00 Payment 1 101508 AXON AIR - SKYDIO - CARE FOR X10 CELLULAR 5G + VT300-Z 3YR 1 $1,749.67 $0.00 $1,749.67 Payment 1 101736 AXON AIR - SKYDIO X10 DOCK HW KIT 1 $19,248.01 $1,607.21 $20,855.22 Payment 1 102294 AXON AIR - SKYDIO DOCK FOR X10 - MAINT. AND REPAIR - PREMIUM 1 $783.33 $0.00 $783.33 Total $48,144.34 $1,718.54 $49,862.88
Jan 2027
Invoice Plan Item Description Qty Subtotal Tax Total
Payment 2 101199 AXON AIR - SKYDIO DFR COMMAND 1 $13,280.00 $0.00 $13,280.00 Payment 2 101250 AXON AIR - SKYDIO PARACHUTE FOR X10 1 $1,333.33 $111.33 $1,444.66 Payment 2 101499 AXON AIR - SKYDIO X10 DOCK COMMISSIONING 1 $11,750.00 $0.00 $11,750.00 Payment 2 101508 AXON AIR - SKYDIO - CARE FOR X10 CELLULAR 5G + VT300-Z 3YR 1 $1,749.67 $0.00 $1,749.67 Payment 2 101736 AXON AIR - SKYDIO X10 DOCK HW KIT 1 $19,248.00 $1,607.21 $20,855.21 Payment 2 102294 AXON AIR - SKYDIO DOCK FOR X10 - MAINT. AND REPAIR - PREMIUM 1 $783.33 $0.00 $783.33 Total $48,144.33 $1,718.54 $49,862.87
Jan 2028
Invoice Plan Item Description Qty Subtotal Tax Total
Payment 3 101199 AXON AIR - SKYDIO DFR COMMAND 1 $13,280.00 $0.00 $13,280.00 Payment 3 101250 AXON AIR - SKYDIO PARACHUTE FOR X10 1 $1,333.33 $111.34 $1,444.67 Payment 3 101499 AXON AIR - SKYDIO X10 DOCK COMMISSIONING 1 $11,750.00 $0.00 $11,750.00 Payment 3 101508 AXON AIR - SKYDIO - CARE FOR X10 CELLULAR 5G + VT300-Z 3YR 1 $1,749.67 $0.00 $1,749.67 Payment 3 101736 AXON AIR - SKYDIO X10 DOCK HW KIT 1 $19,248.00 $1,607.20 $20,855.20 Payment 3 102294 AXON AIR - SKYDIO DOCK FOR X10 - MAINT. AND REPAIR - PREMIUM 1 $783.33 $0.00 $783.33 Total $48,144.33 $1,718.54 $49,862.87

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Tax is estimated based on rates applicable at date of quote and subject to change at time of invoicing. If a tax exemption certificate should be applied, please submit prior to invoicing.

Standard Terms and Conditions
Axon Enterprise Inc. Sales Terms and Conditions
Axon Master Services and Purchasing Agreement:
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Acceptance of Terms:

Exceptions to Standard Terms and Conditions

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The pricing discounts set forth herein are contingent upon Customer decommissioning the uncrewed aerial vehicles and related accessories qualified by Axon for this offering within 90 days of receiving Axon equipment. Proof of decommissioning, in the form of a certificate of destruction from a qualified e-waste recycling facility or a receipt from an approved charity organization, must be emailed to [email protected] within the 90-day period. Failure to comply may result in Axon invoicing Customer for, and Customer agrees to pay, the difference between the discounted price and the MSRP of the equipment. The SkySwap credit is non-transferable, valid only for Axon Air products, and subject to verification by Axon. \s1\ \d1\
Signature Date Signed
12/12/2025

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Fresno City CouncilDecember 18, 2025

Fresno City Council
December 18, 2025