Amendment 1 to the Master Services
and Purchasing Agreement
This First Amendment (“Amendment”) is between Axon Enterprise, Inc., a Delaware corporation (“Axon”), and the City of Garden Grove, California (“Customer”). This Amendment is effective as of the last signature date on this Amendment (“Effective Date ”). Axon and Customer are each a “ Party” and collectively “Parties”.
Axon and Customer are parties to the Master Services and Purchasing Agreement fully executed on February 10, 2021 (“Agreement”).
The Parties wish to incorporate further changes into the Agreement in order to extend the term for ten years and add new products and services.
The Parties therefore agree as follows:
1. The attached documents are hereby incorporated into the Agreement:
a. Quote: Q-772822
b. ALPR Products Appendix
2. The following is added to the Axon Cloud Services Terms of Use Appendix:
FUSUS. If Customer purchases a subscription to FUSUS, the following terms apply:
a. License and Storage. The specific license number(s) and associated data storage terms for FUSUS subscript ion and Axon Devices shall be set forth in the applicable Quote provided by Axon.
b. Third party Components. Customer is responsible for use of any internet access devices and/or all third-party hardware, software, services, telecommunication services (inclu ding Internet connectivity), or other items used by Customer to access the service (“Third-Party Components”) are the sole and exclusive responsibility of Customer, and Axon has no responsibility for such Third -party Components, or Customer relationships w ith such third parties. Customer agrees to at all times comply with the lawful terms and conditions of agreements with such third parties. Axon does not represent or warrant that the FUSUS cloud services and the Customer Content are compatible with any spe cific third -party hardware or software or any other Third -Party Components. Customer is responsible for providing and maintaining an operating environment as reasonably necessary to accommodate and access the FUSUS cloud services.
c. Data Privacy. Axon may collect, use, transfer, disclose and otherwise process Customer Content in the context of facilitating communication of data with Customer through their use of FUSUS cloud services FUSUS app (iOS or Android interface), complying with legal requirements, monitoring the Customer’s use of FUSUS systems, and undertaking data analytics.
3. All other terms and conditions of the Agreement shall remain unchanged and in full force and effect.
Amendment 1 to the Master Services
and Purchasing Agreement
Each representative identified below declares that the representative is authorized to execute this Amendment as of the date of signature.
Axon Enterprise, Inc. Customer
Signature:
Signature:
Name:
Name:
Title:
Title:
Date:
Date:
Amendment 1 to the Master Services
and Purchasing Agreement
Quote Appendix – See next page
Amendment 1 to the Master Services
and Purchasing Agreement
Axon ALPR Appendix
If Axon Outpost or Axon Lightpost (collectively all “ALPR Products”) is included on the Quote, this Appendix applies.
1. Customer Responsibilities.
1.1. Customer must ensure its infrastructure and vehicles adhere to the minimum requirements to operate Axon ALPR Products as established by Axon during the qualifier call and on-site assessment at Customer and in any technical qualifying questions. If Customer’s representations are inaccurate, the Quote is subject to change.
1.2. Customer is responsible for providing a suitable work area for Axon or Axon third-party providers to install Axon ALPR Products into Customer vehicles and/or at designat ed installation location(s).s Customer is responsible for making available all vehicles for which installation services were purchased and preparing all installation sites, during the agreed upon onsite installation dates, Failure to make vehicles available or prepare installation sites may require an equitable adjustment in fees or schedule
2. Third-party Installer. Axon will not be liable for the failure of Axon Outpost, or Axon Lightpost hardware to operate per specifications if such failure results from installation not performed by, or as directed by Axon.
3. Upgrade. If Customer has no outstanding payment obligations and has purchased the “Outpost Technology Assurance Plan” (Outpost TAP) or any lightpost extended warranty or refresh, Axon will provide Customer with the same or like model of applicable Axon Devices included in the applicable TAP ("Axon Upgrade") as scheduled on the Quote.
3.1. If Customer would like to change models for the Axon Upgrade, Customer must pay the difference between the MSRP for the offered Axon Upgrade and the MSRP for the model desired. The MSRP is the MSRP in effect at the time of the upgrade. Customer is responsible for the removal of previously installed hardware and installation of the Axon Upgrade.
3.2. Within thirty (30) days of receiving the Axon Upgrade, Customer must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon, including serial numbers of the destroyed Axon Devices. If Customer does not destroy or return the Axon Devices to Axon, Axon will deactivate the serial numbers for the Axon Devices received by Customer.
4. Axon Outpost Specific Terms.
4.1. Outpost License and Permits . Customers will obtain, maintain all legally required permits, authorizations, and/or licensing in order to place, maintain, and/or remove the Axon Outpost device at the installation location including licenses or permits for fixed installation of poles. If mutually agreed by the parties, Axon or an Axon authorized subcontractor may assist with obtaining the necessary local, state, or Federal approvals before installing Axon Outpost.
4.2. Installation. Customer will adhere to the installation requirements as agreed in the Outpost SOW.
5. Axon Lightpost Specific Terms.
5.1. Ubicquia. If Customer purchases Lightpost hardware and installation services, any warranties for the hardware are provided exclusively by the third-party manufacturer Ubicquia. All hardware-related support or warranty claims must be directed to the respective third -party provider. Axon is not responsible for servicing or replacing hardware. Axon will provide and support software components in accordance with the applicable Quote.
5.2. Installation. Installation of Axon Lightpost equipment will be performed by a third -party service provider authorized by Axon. Axon does not directly perform installation services.
Amendment 1 to the Master Services
and Purchasing Agreement
5.3. Power. Customer agrees to supply a power source, in compliance with Lightpost requirements, at each site where a Lightpost device is installed. The power must be available on a 24 -hour, 7 days per week (24/7) basis.
6. Wireless Offload Server
7.1 License Grant. Axon grants Customer a non-exclusive, royalty-free, worldwide, perpetual license to use Wireless Offload Server ("WOS"). "Use" means storing, loading, installing, or executing WOS solely for data communication with Axon Devices for the number of licenses purchased. The WOS term begins upon the start of the Axon Evidence Subscription.
7.2 Restrictions. Customer may not: (a) modify, alter, tamper with, repair, or create derivative works of WOS; (b) reverse engineer, disassemble, or decompile WOS, apply any p rocess to derive the source code of WOS, or allow others to do so; (c) access or use WOS to avoid incurring fees or exceeding usage limits; (d) copy WOS in whole or part; (e) use trade secret information contained in WOS; (f) resell, rent, loan or sublicen se WOS; (g) access WOS to build a competitive device or service or copy any features, functions or graphics of WOS; or (h) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon’s licensors on or within WOS.
7.3 Updates. If Customer purchases WOS maintenance, Axon will make updates and error corrections to WOS ("WOS Updates") available electronically via the Internet or media as determined by Axon.
Customer is responsible for establishing and maintaining adequate Internet access to receive WOS Updates and maintaining computer equipment necessary for use of WOS. The Quote will detail the maintenance term.
7.4 WOS Support. Upon request by Axon, Customer will provide Axon with access to Customer’s store and forward servers solely for troubleshooting and maintenance.
7. Acceptance Checklist. If Axon provides Services to Customer pursuant to any statement of work in connection with Axon ALPR Products, within seven (7) days of the date on which Customer retrieves Customer's vehicle(s) from the Axon installer or Axon Outpost or Axon Lightpost installation is complete, said ALPR Products having been installed and configured with tested and fully and properly operational hardware and softwa re identified above, Customer will receive a Professional Services Acceptance Checklist to submit to Axon indicating acceptance or denial of said deliverables. In the event Customer does not respond to the Professional Services Acceptance Checklist within seven (7) business days, the installation of the ALPR Products and services shall be deemed accepted.