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 Rialto, 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 January 12, 2025 (“Agreement”).
The Parties wish to incorporate further changes into the Agreement in order to consolidate current contracts and add additional products and services.
The Parties therefore agree as follows:
1. The attached documents are hereby incorporated into the Agreement:
a. Quote Q-725907-45960LG, attached to this Amendment as Exhibit A. b. Axon ALPR Appendix, attached to this Amendment as Exhibit B. c. Dedrone Appendix, attached to this Amendment as Exhibit C. d. AI Products Appendix, attached to this Amendment as Exhibit D.
2. All other terms and conditions of the Agreement shall remain unchanged and in full force and effect.
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
Exhibit A - Quote Appendix – See next page
Amendment 1 to the Master Services
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Exhibit B. - 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 Axo n third-party providers to install Axon ALPR Products into Customer vehicles and/or at designated installation location(s).s Customer is responsible for making available all vehicles for which installation services were purchased and preparing all instal lation 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 obligatio ns and has purchased t he “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 upgrad e. 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 thir d-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.
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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.
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. 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 in stallation is complete, said ALPR Products having been installed and configured with tested and fully and properly operational hardware and software identified above, Customer will receive a Professional Services Acceptance Checklist to submit to Axon indi cating acceptance or denial of said deliverables. In the event Customer does not respond to the Professional Services Acceptance Checklist within ten (10) business days, the installation of the ALPR Products and services shall be deemed accepted.
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Exhibit C. - Dedrone Product Appendix
If the Quote includes Dedrone Hardware, Dedrone Software, and/or Airspace Security as a Service (collectively, “Dedrone Products”), this Dedrone Product Appendix shall apply.
1. Definitions.
1.1 “Dedrone Data” means data that Axon maintains regarding a wide variety of drone models and manufacturers in the marketplace (“DedroneDNA”, formerly “DroneDNA”), as well as usability information that Axon collects regarding the performance of the Dedrone Software and Ded rone Hardware, aggregate or de -identified Collected Data compiled or used by Axon in accordance with Section 4.2, and any other information that Axon makes available to Customer by means of the Dedrone Software
1.2 “Dedrone Hardware” means the Axon drone detection hardware sensor or mitigation products set forth on a Quote and does not include any Third-Party Hardware.
1.3 “Sensor” means a radio frequency, video, radar or other hardware sensor for drone detection purchased by Customer from Axon or obtained from any third-party vendor.
1.4 “Dedrone Software” means (i) Axon’s proprietary drone -tracking software, known as DedroneTracker (formerly DroneTracker), whether deployed on -premise or hosted by Axon as a cloud -based solution, (ii) Axon’s video analytics software (cu rrently known as Analytics Server), and/or (iii) software and/or firmware deployed or installed on the Dedrone Hardware or available for download and installation onto Customer’s Third-Party Hardware.
1.5 “Third-Party Hardware” means hardware products owned by Customer or purchased by Customer from third parties that are used by Customer in conjunction with the Software.
2. Customer License.
2.1 Software License. Subject to the terms of this Agreement, Axon grants Customer a royalty -free, nonexclusive, nontransferable, worldwide right during each Quote Term to use the Dedrone Software, including the Dedrone Data and Collected Data, subject to the terms of the Agreement and this Appendix (the “License”). Customer must purchase a License to the Software for each unit of Dedrone Hardware and/or Third -Party Hardware using Dedrone Software. Accordingly, Customer may only use the Software quantity and type of Hardware an d/or Third-Party Hardware units specified on the applicable Quote. If Customer purchases additional Licenses during a current Term, the Term of the new License(s) will be pro-rated to terminate at the end of the then-current License Term. Use of the Dedrone Software is subject to the terms of the Agreement between the parties
2.2 Restrictions. Customer will not: (i) use (or allow a third party to use) the Dedrone Products in order to monitor the availability, security, performance, or functionality of the Dedrone Products, or for any other benchmarking or competitive purposes; (ii) market, sublicense, resell, lease, loan, transfer, or otherwise commercially exploit the Dedrone Products; (iii) modify, create derivative works, decompile, reverse engineer, attempt to gain access to the source code, or copy the Dedrone Products or any of their components; (iv) use the Dedrone Products to conduct any fraudulent, malicious, or illegal activities; or (v) use the Dedrone Products in contravention of any applicable laws or regulations (each of (i) through (v), a (“Prohibited Use”).
3. Customer Obligations.
3.1 Compliance. Customer will use the Dedrone Products only in accordance with applicable specifications (the “Specifications”) and in compliance with all applicable laws, including all applicable export laws and regulations of the United States or any other country. Customer acknowledges that due to the nascent nature of drone detection and mitigation technologies applicable laws and regulations may be changing
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or emerging over time, and agrees that it is Customer’s responsibility to keep itself aware and remain compliant with the current laws and re gulations that may apply, including but not limited to those that may apply to advanced features available at Customer’s option in the Dedrone Software. Customer will ensure that none of the Dedrone Products are directly or indirectly exported, re -exported, or used to provide services in violation of such export laws and regulations. Axon reserves the right to suspend use of any Dedrone Products operating in violation of such laws, following written notice to Customer. If Customer uses a radio jammer, or any other controlled device, in connection with the Dedrone Software, Customer represents to Axon that it is authorized to do so by the relevant authorities, that it will do so only in accordance with such authorization, and it will provide supporting documentation regarding such authorization upon request. Customer may be required to obtain legal authorization before any purchase or use of hardware sold by third parties. Axon shall not be liable if any government export authorization is delayed, denied, revo ked, restricted or not renewed, nor shall any such delay, denial, revocation, restriction or non-renewal shall not constitute a breach of the Agreement by Axon.
3.2 Computing Environment. Customer is responsible for the maintenance and security of its own network and computing environment that it uses to host and/or access the Dedrone Products and for ensuring that any Third-Party Hardware meets the necessary specifications for use with the Dedrone Software.
4. Data Protection.
4.1 Data. If Customer licenses Dedrone Software, as part of its operation, the Dedrone Software may collect and send to servers owned, operated or controlled by Axon data or other information regarding Customer’s use of the Dedrone Software, which may include (i) information generated by each S ensor deployed by Customer, including information related to the date, time, and duration of the detection of the drone, as well as the locations of the detected drones and remote controls and of the Sensor itself (collectively, “Sensor Data”), and (ii) video recording of the detected drones, including flight path ("Video Data") (Sensor Data and Video Data are collectively referred to as “Collected Data”).
4.2 Use of Collected Data . Axon has the right to use de-identified (de-identified includes de -identifying geographic information) Collected Data for any purpose, including: (i) improving any Dedrone Product; (ii) analyzing any Dedrone Product or the performance of any Dedrone Product; or (iii) compiling or using aggregate or de -identified Collected Data with other customers, or government and law enforcement entities, with or without compensation. Customer acknowledges that Axon may learn from the performance or use of any Dedrone Product, and Axon shall have the sole ri ght to exploit any modification, enhancement or improvement of any Dedrone Product resulting from such learning.
4.3 User Data . To the extent Axon uses User login information, including name, email, username, and password (collectively, “User Data”) for any pu rpose other than to provide services to the Customer, such User Data will be deidentified and anonymized, and will not be identified as having come from Customer. Axon may disclose User Data where Axon is required by applicable law or valid legal process (such as a court order, search warrant or subpoena) requires Axon to do so , and only after providing prompt written notice to Customer, unless such notice is legally prohibited.
4.4 Security. Axon maintains industry standard physical, technical, and administra tive safeguards (the “Security Measures”) to protect Collected Data.
4.5 No Access. Except for User Data processed as described in Section 4.3 Axon shall not collect, process, store, or otherwise have access to any personal information, about End Users , users of Customer’s products or services or of individuals observed by the Dedrone Products or Services. .
5. Ownership.
5.1 Axon Property . Axon owns and retains all rights, title, and interest in and to the Dedrone Data, Collected Data, the Dedrone Software, and all intellectual property embodied in the Dedrone Hardware, if the Dedrone Hardware is provided by Axon. Except for the limited license granted to Customer in Section 2.1, Axon does not by means of this Agreement or otherwise transfer or license any rights in the Dedrone Products to Customer, whether by implication, estoppel or otherwise. To the maximum extent
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permitted by applicable law Customer will take no action inconsistent with Axon intellectual property rights in the Dedrone Products or any Dedrone Data.
5.2 Customer Property. Customer owns and retains all right, title, and interest in and to the User Data and including any derivative works or metadata generated from it and does not by means of this Agreement or otherwise transfer any rights in the User Data to Axon, except for the limited rights set forth in Section
4.3. 6. Government Restricted Rights. To the extent that Customer is an agency or instrumentality of the U.S. government, the parties agree that the Dedrone Software and documentation are commercial computer software and commercial computer software documentation, respectively, and Customer’s rights therein are as specified in this License, per FAR 12.212 and DFARS 227.7202 -3, as applicable, or in the case of NASA, subject to NFS 1852.22.
7. Updates. The Dedrone Software may include functionality that allows it to automatically download updates that may be made available by Axon. Customer consents to the installation of such functionality.
Amendment 1 to the Master Services
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Exhibit D. - AI Technology Appendix
This AI Technology Appendix shall only apply to Customers who license Axon Cloud Services in a Quote that specifically utilizes AI Technology. Unless explicitly defined otherwise, capitalized terms used in this Appendix have the same meaning as those in the Agreement.
1. Definitions.
1.1. AI Technology. Refers to artificial intelligence functionalities embedded in Axon’s Cloud Services, which may include: (a) Enhanced Evidence Management; (b) AI -powered redaction tools; (c) Large Language Model-based tools (e.g., "Draft One" “Policy Chat”); (d) Predictiv e Analytics for operational insights; or (e) Natural Language Processing (NLP) for text and speech analysis.
Model Drift. The degradation of AI model performance due to changes in input data or external conditions, requiring retraining or updates.
Bias Mitigation. Strategies and techniques used to identify, measure, and minimize bias in AI Technology.
Scope and Usage.
1.2. Integration. Axon AI Technology is intended to improve public safety, streamline operations, and ensure data accuracy. The AI functionalities will only be used as described in the Agreement or applicable documentation.
1.3. Data Use. Axon acts as a Data Processor for AI Technology. All inquiries submitted are processed solely to provide accurate responses based on Customer Content submitted. Custome r remains the Data Controller of all Customer Content. Axon and Axon’s subprocessors do not train their models on Customer Content. Customers who elect to participate in Axon’s ACEIP program can enter into custom agreements to assist in product development efforts like AI model training. Even in those cases, Axon operates carefully on redacted data and not on Customer Content.
1.3.1 Automatic Data Collection. AI Technology may automatically collect Non -Content Data about user interactions with the service and their devices to enhance the functionality and security of the system.
The details collected include, but are not limited to, the following:
a. User Engagement and Activity Metrics. AI Technology may track key engagement statistics, including Daily Act ive Users (DAUs), Weekly Active Users (WAUs), and Monthly Active Users (MAUs). Additional metrics include new user activations, repeat usage rates, total queries submitted, follow-up query volume, session lengths, retention rates, and user satisfaction rat ings (e.g., thumbs up/down feedback).
b. Sales and Adoption Tracking. Axon monitors the number of licenses and agencies purchasing the service, including those in trial phases, fully deploying the service, and conversion rates from trials to paid subscriptions.
c. End User inputs. Axon may process de-identified end-user inputs to the AI Technology, excluding Customer Content or any data that directly or indirectly identifies individuals.
Axon Responsibilities.
1.4. Ethical AI Development. Axon shall: (a) Follow its responsible innovation framework; (b) Engage with the Ethics and Equity Advisory Council (EEAC) for feedback; (c) Conduct testing to minimize bias and ensure reliability; and (d) Implement Bias Mitigation techniques in model dev elopment and deployment.
1.5 Security Program. Axon will maintain a comprehensive information security program, including logical and physical access, vulnerability, risk, and configuration management; incident monitoring and response; encryption of digital evidence; and security education.
1.6. Transparency. Axon will provide documentation describing AI functionalities and their intended use
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and disclose any material limitations, risks, or Model Drift incidents.
1.7. Incident Response. Axon will promptly address and rectify anomalies in AI functionalities, as outlined in its incident management procedures.
1.8. Compliance. Axon will ensure compliance with applicable laws, regulations, and standards, including but not limited to the EU AI Act, NIST AI standards, and ISO/IEC 27001.
2. Customer Responsibilities.
2.6. Ownership of Customer Content. Customer controls and owns all rights, title, and interest in Customer Content. Axon obtains no interest in Customer Content and will only access Customer Content for limited purposes as outlined in the Agreement.
2.7. Use of AI Technologies. Customer must: (a) review AI -generated outputs to ensure accuracy and appropriateness; (b) maintain control over Customer Content shared with AI Technologies (c) comply with applicable laws when using Axon AI Technology and Axon Services; (d) monitor for potential issues with AI outputs, including false positives or negatives; (e) actively opt-in for programs involving data sharing through Axon’s ACEIP program; and (f) provide timely feedback on Axon AI Technology performance.
2.8. Restrictions. AI Technology is not designed for emergencies, and in such cases, users should contact appropriate emergency services directly. Axon disclaims liability for queries containing prohibited content, such as hate, sexual material, or violence, and reserves the right to restrict such usage.
3. Policy Chat. This section outlines the specific terms and conditions related to the use of Policy Chat by the Customer. By utilizing Policy Chat, the Customer agrees to comply with the following provisions:
3.1 License and Content Restrictions . Any uploads beyond 5,000 pages may be limited by Axon. It is the Customer's responsibility to manage uploads to ensure system efficiency and compliance with these terms.
3.2 Data Processing. Inquiries submitted to Policy Chat are processed solely to provide accurate responses based on existing policy documents provided by the Customer. The Customer remains the Data Controller of all policy content, and Axon's role is strictly limited to facilitating access to this information through Policy Chat.
3.3 Policy Chat Restrictions. The information provided by Policy Chat is for informational purposes only and is based on the policy documents uploaded by the Customer. Axon does not guarantee the accuracy, completeness, or timeliness of the information, and disclaims all liability for any reliance placed on such information . Policy Chat is not a substitute for official policy documents, legal advice, or comprehensive traini ng. Users should consult their supervisors, legal advisors, or official sources for the most accurate and up-to-date policy guidance. Changes to policies may not be reflected immediately, and it is the Customer's responsibility to ensure data integrity by uploading the most current documents and removing outdated versions.
4. Draft One. Specifically for Customers who utilize Draft One, Axon may impose usage restrictions if a single user generates more than three hundred (300) reports per month for two or more consecutive months. 5 Brief One. Brief One includes automatic summarization of all products that can be transcribed. If Customer subscribes to Brief One, Customer may utilize Brief One with no limit on the number of pieces of evidence or cases. Notwithstanding the foregoing, Axon may limit evidence and case summaries for cases with over one thousand (1000) pieces of evidence or after three hundred (300) cases per End User per month for two (2) consecutive months in a row.
6. Auto-Transcribe. This section outlines licensing terms for Customer’s subscription of Auto-Transcribe:
6.1 A-La-Carte Minutes. Upon Axon granting Customer a set number of minutes, Customer may utilize Axon Auto-Transcribe, subject to the number of minutes allowed on the Quote. Customers cannot roll over unused minutes to future Auto-Transcribe terms. Axon may charge Customer additional fees for
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exceeding the number of purchased minutes. Axon Auto -Transcribe minutes expire one year after being provisioned to Customer by Axon.
6.2 Axon Unlimited Transcribe. Upon Axon granting Customer an Unlimited Transcribe subscription to Axon Auto -Transcribe, Customer may utilize Axon Auto -Transcribe with no limit on the number of minutes. Unlimited Transcribe includes automatic transcription of all A xon BWC and Axon Capture footage. With regard to Axon Interview Room, Axon Fleet, Axon Community Request, or third -party transcription, transcription must be requested on demand. Notwithstanding the foregoing, Axon may limit usage after 5,000 minutes per u ser per month for multiple months in a row. Axon will not bill for overages.
7. Amendments. Axon reserves the right to amend this Appendix to reflect changes in applicable laws or improvements in AI Technologies. Axon will provide at least 30 days’ notice for any substantive changes.
Continued use of Axon Devices and Services after the effective date constitutes acceptance of the updated terms.