UNIVERSITY OF NEBRASKA
MASTER AGREEMENT #3544-21-4615
for
Body Worn Cameras and Related Products and Services
with
Axon Enterprise, Inc.
Effective: December 21, 2022
The following documents comprise the executed contract between The University of Nebraska and Axon Enterprise, Inc., effective December 21, 2022:
I. Master Agreement
II. The University of Nebraska – RFP #3544-21-4615, incorporated by reference III. Supplier’s Response to the RFP, incorporated by reference Revised November 2020
UNIVERSITY OF NEBRASKA
MASTER AGREEMENT
3544-21-4615
This Master Agreement (the “Agreement”) sets forth the terms between The Board of Regents of the University of Nebraska a public body corporate and governing body of the University of Nebraska for and on behalf of the University of Nebraska Medical Center, having an address at 3835 Holdrege Street, Lincoln, NE 68583 (the “University”) and Axon Enterprise, Inc., having an address at17800 N. 85th Street, Scottsdale, Arizona 85255 (the “Service Provider”) with regard to the performance by Service Provider of the services contemplated herein.
RECITALS
WHEREAS, the University desires to obtain the services of the Service Provider; and
WHEREAS, the Service Provider claims to have expertise and experience to provide such services for the University;
THEREFORE, the University and the Service Provider hereby agree to the following terms, obligations and conditions
:
1. Description of Services. The Service Provider
agrees to perform such professional services, with the
standard of professional care and skill customarily
provided in the performance of such services, and shall use its best efforts to render the services and provide the deliverables identified in an attached proposal and/or
scope of work for each engagement which references
this Agreement, and in accordance with the
supplemental terms attached hereto as Attachment A
and Appendix A . The Service Provider agrees to perform the Services to the satisfaction of the University during the term of this Agreement. The attachments, appendices,
addendums, any exhibits and schedules hereto are an
integral part of this Agreement and are deemed
incorporated by reference herein.
2. Payment. In full consideration for the Services
performed by the Service Provider under this
Agreement, the University shall pay or cause to be
paid to the Service Provider the total fee and any
incidentals pursuant to the schedule identified in
attached documents, including but not limited to
quotes and order forms, to this Agreement, attached
hereto and incorporated by reference herein, and upon
submission of an invoice to University by the Service
Provider. Any additional incidental or reimbursable
expenses not described in Exhibit A must be agreed to
in writing by an authorized University representative.
Along with its invoice, the Service Provider shall
submit adequate receipts and documentation as
requested by the University to support reimbursement
of all previously agreed upon incidental or reimbursable expenses. Service Provider is expected to comply with
applicable policies and procedures, including but not
limited to those stated within the University of
Nebraska Travel Policy (accessible at
https://nebraska.edu/-/media/unca/docs/offices -and-
policies/policies/policies/university-of-nebraska-travel- policy.pdf). The University, in its sole discretion, may decline to reimburse incidental or reimbursable expenses that fail to comply with applicable policies and procedures. All
payments due to Service Provider shall be made on a net 30 day basis. The Service Provider agrees that it is solely responsible for payment of income, social security, and other employment taxes due to the proper taxing authorities, and that the University will not deduct such taxes f rom any payments to the Service Provider hereunder, unless required by law.
3. Term. The term of this Agreement shall begin on the date fully executed and remain in place for five (5) year(s).
The contract may be renewed, by mutual agreement of both parties, in writing for three (3) additional one (1) year periods upon completion of the initial base contract period, provided written mutual concurrence of both parties is exercised in writing prior to the expiration of the existing contract. The length of the contract in its entirety will not exceed eight (8) years (“Term”). The University of Nebraska reserves the right to contract certain work as needed to provide emergency or timely services, introduction of new technology and/or as a result of general market conditions.
4. Confidentiality. "Confidential Information" shall mean any materials, written information, and data marked
"Confidential" by the University , non-written information and data disclosed by the University that is identified at the time of disclosure to the Service Provider as confidential and is reduced to writing and transmitted to the Service Provider within thirty (30) days of such non-written disclosure, or information that, given the nature of the information or circumstances surrounding disclosure, should reasonably be understood to be confidential. The Service Provider agrees to use the same degree of care it uses to protect its own confidential information DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Revised November 2020
and, to the extent permitted by law, to maintain the
Confidential Information in strict confidence for a period of three (3) years from the date of termination of this
Agreement. The obligations of this paragraph do not apply to information in the public domain or information that is independently known, obtained or discovered by the
Service Provider, or that is hereafter supplied to the
Service Provider by a third party without restriction.
5. Ownership Intellectual Property Rights.
Service Provider owns and reserves all right, title, and interest in goods and services and suggestions to Service Provider, including all related intellectual property rights.
The University will not intentionally cause any Service Provider proprietary rights to be violated.
6. Termination. In the event that either party
commits a material breach of this Agreement and fails to remedy or cure such breach within thirty (30) days after receipt of written notice thereof from the non-breaching party, the non-breaching party may, at its option and in addition to any other remedies which it may have at law or in equity, terminate this Agreement by sending written
notice of termination to the other party. Such termination shall be effective as of the date of its receipt.
Additionally, the University may terminate this Agreement for its convenience upon thirty (30) days prior written notice to the Service Provider. Upon any termination, the University shall promptly pay the Service Provider for all services rendered and costs incurred up to and including the effective date of termination or Service Provider will refund to University a prorated share of any prepaid
fees.
7. Representations and Warranties. The Service
Provider represents and warrants that in performing the Services it will not be in breach of any agreement with a third party. The Service Provider agrees to hold
University and its respective assigns and licensees
harmless from any loss, damage or expense, including
court costs and reasonable attorneys' fees, that
University and its assigns and licensees may suffer as a result of a breach or alleged breach of the foregoing
warranties or as a result of claims or actions of any kind or nature resulting f rom the provision of the Services or any infringement of any United States patent, copyright, trade infringement, or other intellectual property right arising out of the manufacturer, delivery and use of any goods or Services by the University. Services Provider’s indemnification obligations within this paragraph do not extend to claims do not apply to claims based on (a)
modification of the goods or services by the University or a third party not approved by Service Provider; (b) use of the goods or services in combination with hardware or services not approved by Service Provider; (c) use of goods or
services in a manner other than as permitted in this
Agreement; or (d) use of infringing software that is not the most current release provided by Service Provider.
Each party war rants and represents that it has full power and authority to enter into and perform this Agreement, and that the person signing this Agreement on behalf of each party has been properly authorized and empowered to enter into this Agreement.
8. Independent Service Provider. The Service
Provider is an independent Service Provider and is solely responsible for maintenance and payment of any and all taxes, insurances and the like that may be required by federal, state or local law with respect to any sums paid hereunder. The Service Provider is not the University’s agent or
representative and has no authority to bind or commit the University to any agreements or other obligations.
9. Liability. Service Provider agrees to indemnify and hold the University, its regents, officers, employees, agents and students, harmless from any loss, claim, damage or liability of any kind brought by a third party, to the extent arising out of or in connection with the negligent or willfully wrongful performance of the Services by the Service Provider.
10. Insurance. The Service Provider shall at its own
expense obtain and maintain throughout the term of this Agreement general commercial liability insurance against claims for bodily injury, death and property damage with limits of not less than one million dollars ($1,000,000) per occurrence, and three million dollars ($3,000,000) general aggregate, naming The Board of Regents of the University of Nebraska as an additional insured, to cover such liability caused by, or arising out of, activities of the Service Provider and its agents and/or employees while engaged in or preparing for the provision of the Services. The Service Provider shall furnish to the University certificates of insurance evidencing that such insurance has been procured prior to commencement of such work.
11. Assignment. This Agreement is non -assignable and
non-transferrable. Any attempt by either party to assign its obligations hereunder shall be void. The foregoing restriction on assignment shall not apply to a transfer to any of Service Provider’s affiliates or to any successor corporation as the result of a merger, acquisition or internal reorganization.
12. Amendment. This Agreement constitutes the entire
understanding between the Service Provider and the
University with respect to the subject matter hereof and may not be amended except by an agreement signed by the
Service Provider and an authorized representative of the University.
13. Governing Law and Forum. This Agreement shall be
governed by the laws of the State of Nebraska without giving effect to its conflicts of laws provisions. Any legal actions brought by either party hereunder shall be in the District Court of Lancaster County, Nebraska.
14. Conflict of Interest. No article or service shall be DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Revised November 2020
purchased f rom any University faculty or staff member
without prior approval by the Vice Chancellor of Business and Finance and any such approved purchase shall
comply fully with the requirements of the conflict of interest provisions of the Nebraska Political Accountability and Disclosure Act, Neb. Rev. Stat., §§ 49-1493 through 49- 14,104.
Service Provider certifies, to the best of its knowledge and belief, that there are no potential organizational conflicts of interest related to this Agreement. If Service Provider cannot so certify, it shall provide a disclosure statement to the University, which describes all relevant information concerning any potential conflict of interest under this Agreement. In the event the potential conflict of interest cannot be resolved, the University may declare this
Agreement void and of no further force or effect and the University shall have no further obligations hereunder.
15. Personal Use Prohibited. University funds
shall not be expended for articles or services which are for the personal use of staff or faculty members.
16. Work Status Verification. The Service
Provider and its subcontractors shall use a federal
immigration verification system to determine the work
eligibility status of new employees physically performing services within the State of Nebraska pursuant to Neb.
Rev. Stat. §§ 4-108 to 4-114 as amended.
17. Debarment List. No contract shall be awarded
to any Service Provider/Bidder listed on the General
Services Administration’s List of Parties Excluded f rom Federal Procurement or Nonprocurement Programs in
accordance with Executive Orders 12549 and 12689,
“Debarment and Suspension,” (the “Debarment List”).
For contracts which in the aggregate exceed $25,000,
Service Provider/Bidder specifically warrants and
represents that it is not included on the Debarment List.
Service Provider/Bidder further agrees that should it be included on the Debarment List at the time the
contract/proposal is awarded, or at any time during which it performs its contractual obligations pursuant to the contract, such listing shall be considered a material
breach of the contract between the University and the
Service Provider.
18. Change Proposals. Material changes in
scope, rush delivery, rework of items already
approved or requests for additional revision cycles,
services and/or deliverables beyond those listed herein hereafter known as change orders, shall not be effective until authorized representatives of both Parties execute a mutually acceptable written change order to this
Agreement. Any fees arising from change orders,
additional services, or deliverables not reflected
herein will be invoiced upon completion. Change
orders agreed to by email shall be valid and enforceable as if made part of this Agreement.
19. Taxpayer Transparency Act. Pursuant to
Nebraska’s Taxpayer Transparency Act (Neb. Rev. Stat. §84- 602.01, as may be amended), as of July 1, 2014, the University of Nebraska is required to provide the Nebraska Department of Administrative Services with a copy of each contract that is a basis for an expenditure of state funds, including any documents incorporated by reference in the contract. Copies of all such contracts and documents are published by the Nebraska
Department of Administrative Services at
www.nebraskaspending.gov. It shall be the sole responsibility of the Service Provider to notify the University of any redactions to such contracts and documents under Neb. Rev. Stat. 84-
712.05(3) prior to contract execution. In addition, Supplier agrees to defend any challenge to such redactions at its own expense.
20. Equal Opportunity. This Service Provider and
subcontractors shall abide by the requirements of 41
CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a). These
regulations prohibit discrimination against qualified
individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national
origin. Moreover, these regulations require that covered Service Providers and subcontractors take affirmative
action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual
orientation, gender identity, national origin, disability or veteran status.
21. Nondiscrimination . In accordance with the
Nebraska Fair Employment Practice Act, Neb. Rev. Stat. §48- 1122, Service Provider agrees that neither it nor any of its subcontractors shall discriminate against any employee, or applicant for employment to be employed in the performance of this Agreement, with respect to hire, tenure, terms, conditions or privilege of employment because of the race, color, religion, sex, disability, or national origin of the employee or applicant.
22. Logos or University Marks. The Service Provider
shall not use or display any University campus name, logo, trademark, service mark (individually a “Mark” and collectively the “Marks”) and/or other indicia designated by the University as a source identifier, unless expressly authorized in writing by the University. Any unauthorized use of University Marks is expressly prohibited.
23. Right to Audit Privilege. The University reserves the right to audit or inspect work performed by the Service Provider under this Agreement. The University may participate directly or through an appointed representative, e.g. external auditor, in order to verify that the Services related to this Agreement have been performed in accordance to the
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Revised November 2020
procedures indicated.
24. Continuation of Services. Service Provider
agrees to continue to honor its ongoing obligations under this Agreement without interruption in the event of a
bonafide dispute concerning payment or a dispute
concerning any provision of this Agreement which may
include time spent negotiating renewals.
25. Purchase Order Requirement. A Purchase
Order shall be issued by the University to the Service
Provider for payment in accordance with the terms of this Agreement. All invoice(s) submitted by the Service Provider shall make reference to the appropriate Purchase Order
number to be eligible for payment.
26. Compliance. Service Provider will comply with all
applicable laws, rules, regulations, ordinances and
University policies in providing the Services.
27. Incorporation and Priority of Documents.
Each document that is ancillary to this Agreement
(including without limitation any solicitation, purchase order, addendum, exhibit, appendix, bid, proposal,
quotation, or statement of work) (“Ancillary Document”) constitutes part of this Agreement if the Ancillary
Document is signed by an authorized signatory from
each party. Notwithstanding the foregoing, any Ancillary Document attached to the Agreement at execution
constitutes part of this Agreement without execution of the Ancillary Document by the parties.
Notwithstanding any provision to the contrary in any of the following documents, precedence is established by the order of the following documents: 1) duly executed amendments to this Agreement (to the extent not superseded by a subsequent amendment); 2) this Agreement and any solicitation, purchase order, addendum, exhibit, attachment, or appendix issued by the University and incorporated by reference into this
Agreement; and 3) each bid, proposal, quotation, statement of work, or other Ancillary Document incorporated by reference into this Agreement. In the event of conflicting or inconsistent provisions between any of the foregoing documents, a
document identified with a lower numerical value in this section shall supersede a document identified with a higher numerical value in this section to the e xtent necessary to resolve any such conflict or inconsistency. Provided, however, that in the event an issue is addressed in one of the foregoing documents but is not addressed in another of such documents, no conflict or inconsistency shall be deemed to o ccur. Where terms and conditions specified in the Service Provider’s bid, proposal, or quotation differ from the terms and conditions in University’s solicitation, the terms and conditions in the solicitation shall apply. Where terms and conditions specified in the Service Provider’s bid, proposal, or quotation supplement the terms and conditions in University’s solicitation, the supplemental terms and conditions shall apply only if specifically accepted by University in writing.
The rest of this page is left intentionally blank.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Revised November 2020
The Board of Regents of the University of Nebraska (the University)
Signature: Date:
Printed Name:
Title:
Full Legal Name of Undersigned (the Undersigned)
Signature: Date:
Printed Name:
Title:
I affirm that if I am an employee of the University of Nebraska, I have notified buyer of my status as such and that this contract must be completed in accordance with Board of Regents Policy 6.2.1.12, Purchases Involving University Personnel.
With copies provided to:
University Procurement Services
ATTN: Contract Administration
1700 Y Street
Lincoln, NE 68588
Notice. Any notice to either party hereunder shall be in writing and shall be served either personally or by registered or certified mail addressed to the following individuals:
To the Service Provider: To the University:
_
_
_
_
Axon Enterprise, Inc.
Axon Enterprise, Inc.
Attn: General Counsel
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Robert E Driscoll
17800 N 85th Street
Scottsdale, AZ 85255
12/16/2022 | 12:06 PM MST
VP, Assoc. General Counsel
Lincoln, NE 68588-0645
C/O P2P Procurement Contracts
1700 Y Street, BSC 125
Legal Notices
Senior VP | CFO
12/21/22 | 12:48 CST
Chris Kabourek
Attachment A to University of Nebraska Master
Agreement
Title: [Title]
This Master Services and Purchasing Agreement ( “Agreement”) is between Axon Enterprise, Inc., a Delaware corporation (“Axon”), and the Board of Regents of the University of Nebraska (“Agency”). This Agreement is effective as of the later of the (a) last signature date on this Agreement or (b) signature date on the Quote (“Effective Date”). Axon and Agency are each a “Party” and collectively “Parties”. This Agreement governs Agency’s purchase and use of the Axon Devices and Services detailed in the Quote Appendix (“Quote”). It is the intent of the Parties that this Agreement, together with the University of Nebraska Master Agreement (“Master Agreement”) to which it is attached, act as a master agreement governing all subsequent purchases by Agency for the same Axon products and services in the Quote, and all such subsequent quotes accepted by Agency shall be also incorporated into this Agreement by reference as a Quote. The Parties therefore agree as follows:
1 Definitions.
“Agency Content” has the meaning given in Axon Cloud Services Terms of Use Appendix. Axon recognizes and agrees that Agency Content may contain Personal Data, even if the presence of such data is not disclosed and even if such data is not labeled or otherwise identified.
“Axon Cloud Services” means Axon’s web services for Axon Evidence, Axon Records, Axon Dispatch, and interactions between Evidenc e.com and Axon Devices or Axon c lient software. Axon Cloud Service excludes third-party applications, hardware warranties, and my.evidence.com.
“Axon Device” means all hardware provided by Axon under this Agreement.
“Personal Data” has the meaning given in Axon Cloud Services Terms of Use Appendix.
“Non-Content Data” has the meaning given in Axon Cloud Services Terms of Use Appendix.
“Quote” means an offer to sell and is only valid for devices and services on the quote at the specified prices.
Any terms within Agency’s purchase order in response to a Quote will be void. Orders are subject to prior credit approval. Changes in the deployment estimated ship date may change charges in the Quote .
Shipping dates are estimates only. Axon is not responsible for typographical errors in any offer by Axon, and Axon reserves the right to cancel any orders resulting from such errors. “Services” means all services provided by Axon under this Agreement, including software, Axon Cloud Services, and professional services.
2 Term and Survival. This Term of the Master Agreement shall be as detailed therein (“Term”).
All subscriptions purchased under this Agreement including Axon Evidence, Axon Fleet, Officer Safety Plans, Technology Assurance Plans, and TASER 7 plans begin upon the date specified in the relevant Quote. Each subscription term ends upon completion of the subscription stated in the Quote (“Subscription Term”). If a subscription has not yet expired or been terminated at the end of the Term of the Master Agreement (as may have been extended), such subscription does not terminate and will continue to be governed by the terms of the Agreement and Master Agreement until the subscription’s expiration or termination.
3 Payment. Axon invoices upon shipment. Payment is due net 30 days from the invoice date. Payment obligations are non-cancelable. Agency will pay invoices without setoff, deduction, or withholding. If Axon sends a past due account to collections, Agency is responsible for collection and attorneys’ fees.
4 Taxes. Agency shall provide Axon a valid tax exemption certificate.
5 Shipping. Axon may make partial shipments and ship Axon Devices from multiple locations. All shipments are FOB shipping point 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.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F
Attachment A to University of Nebraska Master
Agreement
Title: [Title]
7.1 Hardware Limited Warranty. Axon warrants that Axon-manufactured Devices are free from defects in workmanship and materials for 1 year from the date of Agency’s receipt, except Signal Sidearm, which Axon warrants for 30 months from the date of Agency’s receipt. Axon warrants its Axon-manufactured accessories for 90 -days 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 1-year hardware warranty through the extended warranty term. Non- Axon manufactured Devices are not covered by Axon’s warranty . Agency should contact the manufacturer for support of non-Axon manufactured Devices.
7.2 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 Device with the same or like Device, at Axon’s option. A replacement Axon Device will be new or like new. Axon will warrant the replacement Axon Device for the longer of (a) the remaining warranty of the original Axon Device or (b) 90-days from the date of repair or replacement.
If Agency exchanges a device or part, the replacement item becomes Agency’s property, and the replaced item becomes Axon’s property. Before delivering a Axon Device for service, Agency must upload Axon Device data to Axon Evidence or download it and retain a copy. Axon is not responsible for any loss of software, data, or other information contained in storage media or any part of the Axon Device sent to Axon for service.
7.3 Spare Axon Devices. For qualified purchases, Axon may provide Agency a predetermined number of spare Axon Devices as detailed in the Quote (“Spare Axon Devices”). Spare Axon Devices are intended to replace broken or non -functioning units while Agency submits the broken o r non- functioning units, through Axon’s warranty return process. Axon will repair or replace the unit with a replacement Axon Device. Title and risk of loss for all Spare Axon Devices shall pass to Agency in accordance with shipping terms under Section 5. Axon assumes no liability or obligation in the event Agency does not utilize Spare Axon Devices for the intended purpose.
7.4 Limitations. Axon’s warranty excludes damage related to: (a) failure to follow Axon Device use instructions; (b) Axon Devices used with equipment not manufactured or recommended by Axon; (c) abuse, misuse, or intentional damage to Axon Device ; (d) force majeure; (e) Axon Devices repaired or modified by persons other than Axon without Axon’s written permission ; or (f) Axon Devices with a defaced or removed serial number.
7.4.1 To the extent perm itted by law, the above warranties and remedies are exclusive .
Axon disclaims all other warranties, remedies, and conditions, whether oral, written, statutory, or implied. If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limited to the duration of the warranty described above and by the provisions in this Agreement.
7.4.2 Except to the extent such limitations are prohibited by applicable law, 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 any Axon Device or Service will not exceed $500,000.00. Neither Party will be liable for special, indirect, incidental, punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory.
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 to perform Services described in the SOW. Additional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule. The SOW is incorporated into this Agreement by reference.
9 Axon Device Warnings. See www.axon.com/legal for the most current Axon Device warnings.
10 Design Changes. Axon may make design changes to any Axon Device or Service without notifying Agency or making the same change to Axon Devices and Services previously purchased by Agency, provided that it does not materially derogate the overall quality of the Services . Axon will notify the Agency of design DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F
Attachment A to University of Nebraska Master
Agreement
Title: [Title]
change, at the same time it notifies its general customer base, in the event such design change is in response to a known product defect.
11 Bundled Offerings . Some offerings in bundled offerings may not be generally available at the time of Agency’s purchase. Axon will not provide a refund, credit, or additional discount beyond what is in the Quote due to a delay of availability or Agency’s election not to utilize any portion of an Axon bundle.
12 Insurance. Axon will maintain General Liability, Workers’ Compensation, and Automobile Liability insurance. Upon request, Axon will supply certificates of insurance, as described in the Master Agreement.
13 Indemnification. Axon will indemnify Agency, Agency’s officers, directors, and employees (“Agency Indemnitees”) against all claims, demands, losses, and reasonable expenses arising out of a third-party claim against a n Agency Indemnitee resulting from any negligent act, error or omission, or willful misconduct by Axon under this Agreement , e xcept to the extent of Agency’s negligence or willful misconduct, or claims under workers compensation.
14 IP Rights. Axon owns and reserves all right, title, and interest in Axon 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 Indemnitees against all claims, losses, and reasonable expenses from any third-party claim alleging that the use of Axon Devices or Services infringes or misappropriates the third-party’s intellectual property rights (an “Indemnifiable Claim”) . 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 Devices or Services by Agency or a third-party not approved by Axon; (b) use of Axon Devices and Services in combination with hardware or services not approved by Axon; (c) use of Axon Devices and Services other than as permitted in this Agreement; or (d) use of Axon software that is not the most current release provided by Axon.
In case of any indemnifiable claim under Section 15, Axon shall, at its own option, promptly:
15.1 Secure for Agency the right to continue using the Services;
15.2 Replace or modify the Services to make it non -infringing, provided such modification or replacement does not materially degrade any functionality listed in the functional and technical specifications set forth in this Agreement of the documentation for the Services; or
15.3 If such remedies are not commercially practical in Axon’s reasonable opinion, refund the fee paid for the Services for every month remaining in the term of the Agreement following the date after which Agency ceases using the Services.
If Axon exercises its rights pursuant to subsection 15.3, Agency shall promptly cease all use of the Services.
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; and (c) a dispute between Agency and a third-party over Agency’s use of Axon Devices, except for Indemnifiable Claims under Section 15.
17 Termination.
17.1 For Breach. A Party may terminate this Agreement for cause if it provides 30 days written notice of the breach to the other Party, and the breach remains uncured at the end of 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 DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F
Attachment A to University of Nebraska Master
Agreement
Title: [Title]
as soon as reasonably practicable.
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 Devices 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 difference between the MSRP for Axon Device s received , including any Spare Axon Devices, and amount s paid towards those Axon Devices. Only if terminating for non-appropriation, Agency may return Axon Devices to Axon within 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 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 1-year thereafter. If Agency receives a public records request to disclose Axon Confidential Information, to the extent allowed by law, Agency will provide notice to Axon before disclosure. Such disclosure shall not be a violation of this Section 18. Axon may publicly announce information related to this Agreement.
19 Use and Disclosure of Agency Content. Axon may access and use Agency Content solely as necessary to provide the Services to Agency, and unless it receives Agency’s prior written consent, Axon: (1) shall not access or use Agency Data for any purpose other than to provide the Services, consistent with its Cloud Services Privacy Policy attached hereto ; and (2) shall not give any third -party access to Agency Data , except subcontractors subject to section 26 and Axon’s Cloud Services Privacy Policy attached hereto.
20 Injunction and Enforcement. Axon agrees that: (1) no adequate remedy exists at law if it fails to perform or breaches any of its obligations in this Agreement; (2) it would be difficult to determine the damages resulting from its breach of this Agreement, and such breach would cause irreparable harm to Agency; and (3) a grant of injunctive relief provides the best remedy for any such breach, without an y requirement that Agency prove actual damage or post a bond or other security. Axon waives any opposition to such injunctive relief or any right to such proof, bond, or other security. Axon’s obligations in this Agreement (without limitation) apply likewi se to Axon’s successors, including without limitation to any trustee in bankruptcy. (This section does not limit either party’s right to injunctive relief from breaches not listed.)
21 Privacy and Security Law Compliance . Axon shall comply with all applicabl e laws and regulations, governing Axon’s access to, use of, and handling of Agency Content.
22 Approved Region and Data Centers. Axon shall not transfer Agency Content (or allow its subcontractors to transfer Agency Content) outside the United States unless it receives Agency’s prior written consent.
23 Agency Access. Agency may access and copy any Agency Content in Axon’s possession at any time.
Axon shall reasonably facilitate such access and copying promptly after Agency’s request, provided Axon may charge its reasonable then -standard fees for any such access and copying or for any related deconversion of data.
24 Deletion. Except as set forth in this Agreement, Axon shall not erase Agency Content or any copy thereof without Agency’s prior written consent. Further, Axon shall: (1) halt Agency Content deletion promptly if Agency informs Axon that any Agency Content is subject to electronic discovery or otherwise relevant to potential litigation; and (2) at such times as Agency may request (including without limitation as a result of Consumer Requests made mandatory by applicable law), promptly erase all Agency Content from all systems under Axon’s control and direct and ensure erasure by any and all of its subcontractors that ha ve access to Agency Content. In erasing Agency Content as required by the Agreement, Axon shall leave no data readable, decipherable, or recoverable on its computers or other media or those of its subcontractors, using the best erasure methods commercially feasible. Upon request after any erasure of Agency Content or any part of it, Axon shall certify such erasure to Agency in writing.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F
Attachment A to University of Nebraska Master
Agreement
Title: [Title]
25 General Security. Without limiting the generality of its obligations elsewhere in this Agreement, Axon shall exercise commercially reasonable efforts to prevent unauthorized exposure or disclosure of Agency Content.
26 Employees and Subcontractors. Axon shall not permit any of its employees, subcontractors, or subcontractor employees to access Agency Content except to the extent that such individual or company needs access to facilitate the Services and is subject to a reasonable written agreement with Axon, or in case of employees, a reasonable written employment policy protecting such data, with terms consi stent with those of this Agreement.
27 Audits. Axon shall retain a certified public accounting firm to perform an annual audit of the data protection features of the Services and to provide a SOC 2 Type II report, pursuant to the then -current standards of the American Institute of Certified Public Accountants (the “AICPA”). If the AICPA revises its relevant reporting standards, Axon shall retain such accounting firm to provide the report that then most resembles a SOC 2 Type II report. In addition, Axon shall annually conduct its own internal security audit and address security gaps. Axon shall give Agency a copy of the most current report from each audit listed above upon request.
28 Audit and Test Results. Any report or other result generated through the tests or audits required by section 27 of this Agreement will be Axon’s Confidential Information pursuant to section 18 of this Agreement. If any audit or test referenced above uncovers deficiencies or ide ntifies suggested changes in Axon’s provision of the Services, Axon shall exercise reasonable efforts promptly to address such deficiencies and changes, including without limitation by revising the information security program described in section 4 of the Axon Cloud Services Terms of Use Appendix.
29 Data Incidents. Axon shall implement and maintain a program for managing unauthorized disclosure of, access to, or use of Agency Content (a “Data Incident”). In case of a Data Incident, or if Axon suspects a Data Incident, Axon shall: (1) promptly, and in any case within forty -eight (48) hours, notify Agency by telephone, in person, or by other real -time, in-person communication; (2) cooperate with Agency and law enforcement agencies, where applicable, to investi gate and resolve the Data Incident, including without limitation by providing reasonable assistance to Agency in notifying injured third parties; and (3) otherwise comply with applicable laws governing data breach notification and response, including Neb. Rev. Stat. §§ 87-801 through 87 -808. In addition, if the Data Incident results from Axon’s breach of the Agreement or negligent or unauthorized act or omission, including without limitation those of its subcontractors or other agents, Axon shall (a) compensate Agency for any reasonable expense related to notification of consumers and (b) provide one (1) year of credit monitoring service to any affected individual. Axon shall give Agency prompt access to such records related to a Data Incident as Agency may reasonably request, and such records will be Axon’s Confidential Information pursuant to section 18 (Confidentiality) of this Agreement; provided Axon is not required to give Agency access to records that might compromising the security of Axon’s other customers. This section does not limit Agency’s other rights or remedies, if any, resulting from a Data Incident.
30 Services Warranties. Axon warrants that:
30.1 During the term of this Agreement and subject to Axon’s rights to make improvements pursuant to Section 10 of the Agreement , the Services will perform materially as described in the documentation for the Services;
30.2 Axon is the owner of the Services and of each and every component thereof, or the recipient of a valid license thereto;
30.3 Axon has and will maintain the full power and authority to provide the Services described in the Agreement (a) without the further consent of any third party and (b) without conditions or requirements not set forth in the Agreement;
30.4 Axon employs and will employ industry standard or better protections to prevent unauthorized disclosure of or access to personally identifiable information Agency provides to the Services; DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F
Attachment A to University of Nebraska Master
Agreement
Title: [Title]
30.5 Axon will comply with those laws governin g the privacy and security of such information and generally applicable to data processors in the jurisdictions in which Axon does business;
30.6 Axon will perform professional services in a professional and workmanlike manner;
30.7 Axon has the full right and aut hority to enter into, execute, and perform its obligations under this Agreement and to the best of its knowledge, as of the date of original signature on the Master Agreement, no pending or threatened claim or litigation known to Axon would have a material adverse impact on its ability to perform as required by this Agreement; and
30.8 The Services and any media used to distribute it contain no viruses or other computer instructions or technological means intended to disrupt, damage, or in terfere with the use of computers or related systems;
30.9 Axon’s performance of the Services will comply with all applicable laws, including without limitation federal, national, state, provincial, and local.
31 Axon Cloud Services Service Levels . Axon shall make commercially reasonable efforts to make Axon Cloud Services available 99.99% of the time. In the event that Axon fails to make Axon Cloud Services available to the defined Monthly Uptime Percentage set forth below, Agency may be entitled to Serv ice Credits, which are awarded as days of Axon Cloud Services usage added to the end of the Subscription Term at no charge to Agency, as further set forth in the attached Service Level Agreement.
Monthly Uptime Percentage Service Credits in Days
Less than 99.9% 3
Less than 99.0% 7
32 Breach of Professional Services Warranty . In case of breach of the warranty in subsection 30.6, Axon, at its own expense, shall promptly re -perform the professional services in question. The preceding sentence, in conjunction with Agency’s right to terminate the Agreement where applicable, states Agency’s sole remedy and Axon’s entire liability for breach of the warranty in subsection 30.6.
33 Third-Party Terms. Use of software or services other than those provided by Axon is solely governed by the terms, if any, entered into between Agency and the respective third-party provider.
34 General.
34.1 Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party’s reasonable control.
34.2 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.
34.3 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
34.4 Non-Discrimination. Neither Party nor its employees will discriminate against any person based on ra ce; religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status ; age; national origin ; ancestry; genetic information ; disability; veteran status; or any class protected by local, state, or federal law.
34.5 Export Compliance. Each Party will comply with all import and export control laws and regulations.
34.6 Assignment. Neither Party may assign this Agreement 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, DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F
Attachment A to University of Nebraska Master
Agreement
Title: [Title]
or sale of all or substantially all its assets. This Agreement is binding upon the Parties respective successors and assigns.
34.7 Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right.
34.8 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.
34.9 Survival. The following sections will survive termination: Payment, Warranty, Services Warranties, Axon Device Warnings, Indemnification, IP Rights, and Agency Responsibilities.
Governing Law. The laws of the state where Agency is physically located, without reference to conflict of law rules, govern this Agreement and any dispute arising from it.
34.10 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. Contact information for notices:
Axon: Axon Enterprise, Inc. Agency:
Attn: Legal Attn:
17800 N. 85th Street Street Address
Scottsdale, Arizona 85255 City, State, Zip
[email protected] Email
34.11 Entire Agreement . The Ma ster Agreement, together with this Agreement, including the Appendices and any SOW (s), represents the entire agreement between the Parties. In the event of a conflict between the Master Agreement and this Agreement, the Master Agreement shall take precedence. This Agreement may only be modified or amended in a writing signed by the Parties.
Each representative identified below declares they have been expressly authorized to execute this Agreement as of the date of signature.
Axon Enterprise, Inc. Agency
Signature:
Signature:
Name: Name:
Title:
Title:
Date:
Date:
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F VP, Assoc. General Counsel
Robert E Driscoll
12/16/2022 | 12:06 PM MST
12/21/22 | 12:48 CST
Senior VP | CFO
Chris Kabourek
Master Services and Purchasing Agreement
Title: [Title]
Axon Cloud Services Terms of Use Appendix
1 Definitions.
“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.
“Evidence” is media or multimedia uploaded into Axon Evidence as 'evidence' by a n Agency.
Evidence is a subset of Agency Content.
“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.
“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, economic, cultural or social identity of that natural person.
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 operator. For Axon Evidence Lite, Agency may access and use Axon Evidence only to store and manage TASER CEW and TASER CAM data (“TASER Data”). Agency may not upload non- TASER Data to Axon Evidence Lite.
3 Agency Owns Agency Content. Agency controls and owns all right, title, and interest in Agency Content. Except as outlined herein, Axon obtains no interest in Agency Content, and Agency Content is not Axon’s business records. Agency is solely responsible for uploading, sharing, managing, and deleting Agency Content. Axon will only have access to Agency Content for the limited purposes set forth herein. Agency agrees to allow Axon access to Agency Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreement or policies governing use of the Axon products.
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 F ederal 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.
Agency will also maintain the security of end user names 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 DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
if an unauthorized party may be using Agency’s account or Agency Content, or if account information is lost or stolen.
To the extent Agency uses the Axon Cloud Services to interact with YouTube®, such use may be governed by the YouTube Terms of Service, available at
https://www.youtube.com/static?template=terms.
6 Privacy. Agency’s use of Axon Cloud Services is subject to the Axon Cloud Services Privacy Policy, which is incorporated by reference into and appended to this Agreement. Agency agrees to allow Axon access to Non-Content Data from Agency to (a) perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, develop, improve, and support current and future Axon products and related services; and (c) enforce this Agreement or policies governing the use of Axon products. Notwithstanding the provisions anything to the contrary in this Agreement , Axon may disclose Agency Content or Non-Content Data as required by applicable law or by proper legal or governmental authority. Axon shall give Agency prompt notice of any such legal or governmental demand and reasonably cooperate with Agency in any effort to seek a protective order or otherwise to contest such required disclosure, at Agency’s expense. No revision of Axon’s privacy policy will alter Agency’s rights and remedies in this Agreement.
7 Axon Body 3 Wi-Fi Positioning . Axon Body 3 cameras offer a feature to enhance location services where GPS/GNSS signals may not be available, for instance , within buildings or underground. Agency administrators can manage their choice to use this service within the administrative features of Axon Cloud Services. If Agency chooses to use this service, Axon must also enable the usage of the feature for Agency’s Axon Cloud Services tenant. Agency will not see this option with Axon Cloud Services unless Axon has enabled Wi-Fi Positioning for Agency’s Axon Cloud Services tenant. When Wi-Fi Positioning is enabled by both Axon and Agency, Non-Content and Personal Data will be sent to Skyhook Holdings, Inc . (“Skyhook”) to facilitate the Wi -Fi Positioning functionality. Data controlled by Skyhook is outside the scope of the Axon Cloud Services Privacy Policy and is subject to the Skyhook Services Privacy Policy.
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 charge Agency additional fees for exceeding purchased storage amounts. Axon may place Agency Content that Agency has not viewed or accessed for 6 months into archival storage. Agency Content in archival storage will not have immediate availability and may take up to 24 hours to access.
9 Location of Storage. Axon may transfer Agency Content to third-party subcontractors for storage.
Axon will determine the locations of data centers for storage of Agency Content. For United States agencies, Axon will ensure all Agency Content stored in Axon Cloud Services remains within the United States. Ownership of Agency Content remains with Agency.
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 con tent 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. Except as set forth in th is Agreement, Axon disclaims any warranties or responsibility for data corruption or errors before Agency uploads data to Axon Cloud Services.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
12 Axon Records. Axon Records is the software -as-a-service product that is generally available at the time Agency purchases an OSP 7 bundle. During Agency’s Axon Records Subscription Term, Agency will be entitled to receive Axon’s Update and Upgrade releases on an if-and-when available basis.
The Axon Records Subscription Term will end upon the comp letion of the Axon Records Subscription as documented in the Quote, or if purchased as part of an OSP 7 bundle, upon competition of the OSP 7 Term (“Axon Records Subscription”)
An “Update” is a generally available release of Axon Records that Axon makes available from time to time. An “ Upgrade” includes (i) new versions of Axon Records that enhance features and functionality, as solely determined by Axon; and/or (ii) new versions of Axon Records that provide additional features or perform additional functions. Upgrades exclude new products that Axon introduces and markets as distinct products or applications.
New or additional Axon products and applications, as w ell 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.
13 Axon Cloud Services Restrictions. Agency and Agency end users (includin g employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to:
13.1 copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud Services;
13.2 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;
13.3 access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas;
13.4 use trade secret information contained in Axon Cloud Services , except as expressly permitted in this Agreement;
13.5 access Axon Cloud Services to build a competitive device or service or copy any features, functions, or graphics of Axon Cloud Services;
13.6 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
13.7 use Axon Cloud Services 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.
14 After Termination. Axon will not delete Agency Content for 90-days following termination. There will be no functionality of Axon Cloud Services during these 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 90-days and shall 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.
15 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 requests for Axon’s data egress service, will result in additional fees and Axon will not warrant or guarantee data integrity or readability in the external system.
16 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,” DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
“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.
17 Survival. Upon any termination of this Agreement, the following sections in this Appendix will survive: Agency Owns Agency Content, Storage, Axon Cloud Services Warranty, and Axon Cloud Services Restrictions.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
Axon Customer Experience Improvement Program Appendix
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 Axon 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 co mpliance 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 privacy 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 Tier 2, as detail ed below, Agency can check the ACEIP Tier 2 box below. If Agency does not want to participate in ACEIP Tier 2, Agency should leave box unchecked. At any time, Agency may revoke its consent to ACEIP Tier 1, Tier 2, or both Tiers.
1.1 ACEIP Tier 1.
1.1.1. 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 commercial ly 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 reasonably 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 the Agency from which it was extracted.
This attribution will be store d 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 deriva tive 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, or could reasonably be linked directly or indirectly 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
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 data) to remove any reasonable ability to link any specific text directly or indirectly back to a particular individual; (b) when extracting 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 source video, such as the vehicle, location, time, and the surrou nding 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 acoustic events would be extracted and all human utterances would be removed.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
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”).
1.1.2. 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.
1.2 ACEIP Tier 2. In addition to ACEIP Tier 1, if Agency 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.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
Professional Services Appendix
1 Utilization of Services. Agency must use professional services as outlined in the Quote and this Appendix within 6 months of the Effective Date.
2 Body-Worn Camera Full Service (BWC Full Service) . BWC Full Service includes advance remote project planning and configuration support and up to 4 consecutive days of on-site service and a professional service s manager to work with Agency to assess Agency’s deployment and determine which on-site services are appropriate. If Agency requires more than 4 consecutive on- site days, Agency must purchase additional days. BWC Full Service options include:
System set up and configuration
Instructor-led setup of Axon View on smartphones (if applicable) Configure categories and custom roles based on Agency need Register cameras to Agency domain
Troubleshoot IT issues with Axon Evidence and Axon Dock (“Dock”) access One on-site session included
Dock configuration
Work with Agency to decide the ideal location of Docks and set configurations on Dock Authenticate Dock with Axon Evidence using admin credentials from Agency On-site assistance, not to include physical mounting of docks Best practice implementation planning session
Provide considerations for the establishment of video policy and system operations best practices based on Axon’s observations with other agencies Discuss the importance of entering metadata in the field for organization purposes and other best practice for digital data management
Provide referrals of other agencies using the Axon camera devices and Axon Evidence Recommend rollout plan based on review of shift schedules System Admin and troubleshooting training sessions
Step-by-step explanation and assistance for Agency’s configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence Axon instructor training (Train the Trainer)
Training for Agency’s in-house instructors who can support Agency’s Axon camera and Axon Evidence training needs after Axon has fulfilled its contractual on-site obligations Evidence sharing training
Tailored workflow instruction for Investigative Units on sharing Cases and Evidence with local prosecuting agencies
End user go-live training and support sessions
Assistance with device set up and configuration
Training on device use, Axon Evidence, and Evidence Sync Implementation document packet
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide
Post go-live review
3 Body-Worn Camera Starter Service (BWC Starter). BWC Starter includes advance remote project planning and configuration support and one 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. I f Agency requires more than 1 day of on -site Services, Agency must purchase additional on-site Services. The BWC Starter options include:
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
System set up and configuration (Remote Support)
Instructor-led setup of Axon View on smartphones (if applicable) Configure categories & custom roles based on Agency need Troubleshoot IT issues with Axon Evidence and Axon Dock (“Dock”) access Dock configuration
Work with Agency to decide the ideal location of Dock setup and set configurations on Dock Authenticate Dock with Axon Evidence using “Administrator” credentials from Agency Does not include physical mounting of docks
Axon instructor training (Train the Trainer)
Training for Agency’s in-house instructors who can support Agency’s Axon camera and Axon Evidence training needs after Axon’s has fulfilled its contracted on-site obligations End user go-live training and support sessions
Assistance with device set up and configuration
Training on device use, Axon Evidence, and Evidence Sync Implementation document packet
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide
4 Body-Worn Camera Virtual 1-Day Service (BWC Virtual). BWC Virtual includes all items in the BWC Starter Service Package, except one day of on-site services.
5 CEW Services Packages. CEW Services Packages are detailed below:
System set up and configuration
Configure Axon Evidence categories & custom roles based on Agency need. Troubleshoot IT issues with Axon Evidence.
Register users and assign roles in Axon Evidence.
For the CEW Full Service Package: On-site assistance included For the CEW Starter Package: Virtual assistance included Dedicated Project Manager
Assignment of specific Axon representative for all aspects of planning the rollout (Project Manager).
Ideally, Project Manager will be assigned to Agency 4–6 weeks before rollout Best practice implementation planning session to include:
Provide considerations for the establishment of CEW policy and system operations best practices based on Axon’s observations with other agencies Discuss the importance of entering metadata and best practices for digital data management Provide referrals to other agencies using TASER CEW s and Axon Evidence For the CEW Full Service Package: On-site assistance included For the CEW Starter Package: Virtual assistance included System Admin and troubleshooting training sessions
On-site sessions providing a step-by-step explanation and assistance for Agency’s configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence Axon Evidence Instructor training
Provide training on the Axon Evidence to educate instructors who can support Agency’s subsequent Axon Evidence training needs.
For the CEW Full Service Package: Training for up to 3 individuals at Agency For the CEW Starter Package: Training for up to 1 individual at Agency DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
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 TASER 7 include Smart Weapon Transition Service instead of 1- Day Device Specific Instructor Course.
7 Signal Sidearm Installation Service . If Agency purchases Signal Sidearm Installation Service, Axon will provide one day of on-site Services and one professional services manager and will cover the installation of up 100 Signal Sidearm devices per package purchased. Agency is responsible for p roviding an appropriate work area and ensuring all holsters that will have Signal Sidearm installed onto them are available on the agreed-upon installation date(s). Installation includes:
Removal of existing connection screws that affix a holster to a holster mount Proper placement of the Signal Sidearm Mounting Plate between the holster and the mount Reattachment of the holster to the mount using appropriate screws Functional testing of Signal Sidearm device
8 Out of Scope Services . Axon is only responsible to perform the professional services described in the Quote and this Appendix. Any additional professional services are out of scope. The Parties must document s cope changes in a written and signed change order. Changes may require an equitable adjustment in the charges or schedule.
9 Delivery of Services . Axon personnel will work Monday through Friday, 8:30 a.m. to 5:30 p.m., except holidays. A xon will perform a ll on-site tasks over a consecutive timeframe. Axon will not charge Agency travel time by Axon personnel to Agency premises as work hours.
10 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.
11 Site Preparation. Axon will provi de a hardcopy or digital copy of current user documentation for the Axon Device s (“User Documentation ”). User Documentation will include all required environmental specifications for the professional Services and Axon Devices to operate per the Axon Device User Documentation. Before installation of Axon Device s (whether performed by Agency or Axon), Agency must prepare the location(s) where Axon Devices are to be installed (“Installation Site”) per the environmental specifications in the Axon Device User Documentation.
Following install ation, Agency must maintain the Installation Site per the environmental specifications. If Axon modifies Axon Device User Documentation for any Axon Devices under this Agreement, Axon will provide the update to Agency when Axon generally releases it DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
12 Acceptance. When Axon completes professional Services, Axon will present an acceptance form (“Acceptance Form ”) to Agency. Agency will sign the Acceptance Form acknowledging completion. If Agency reasonably believes Axon did not complete the professional Services in substantial conformance with this Agreement, Agency must notify Axon in writing of the specific reasons for rejection within 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 7 calendar days of delivery of the Acceptance Form, Axon will deem Agency to have accepted the professional Services.
13 Agency Network. For work performed by Axon transiting or making use of Agency’s network, Agency is solely responsible for maintenance and functionality of the network. In no event will Axon be liable for loss, damage, or corruption of Agency’s network from any cause.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
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 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 Term. OSP 7 begins after Axon ships the Axon Body 3 or TASER 7 hardware to Agency. If Axon ships in the first half of the month, OSP 7 starts the 1st of the following month. If Axon ships in the second half of the month, OSP 7 starts the 15th of the following month (“OSP 7 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 90 days in advance. Axon may ship the final BWC and Dock Upgrade as scheduled in the Quote 60 days before the end of the Subscription Term without prior confirmation from Agency.
7 Upgrade Change. If Agency wants to change Axon Device models for the offered BWC or Dock Upgrade, Agency must pay the price difference between the MSRP for the offered BWC or Dock Upgrade and the MSRP for the model desired. 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. T he MSRP is the MSRP in effect at the time of the upgrade.
8 Return of Original Axon Device. Within 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 Axon including serial numbers for the destroyed Axon Devices. If Agency does not return or destroy the Axon Devices, Axon will deactivate the serial numbers for the Axon Devices received by Agency.
9 Termination. If Agency’s payment for TAP, OSP, or Axon Evidence is more than 30 days past due, Axon may terminate TAP or OSP. Once TAP or OSP terminates for any reason:
9.1 TAP and OSP coverage terminat e 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.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
TASER 7 Appendix
This TASER 7 Appendix applies to Agency’s TASER 7, OSP 7, or OSP 7 Plus purchase from Axon.
1 Duty Cartridge Replenishment Plan. If the Quote includes “ Duty Cartridge Replenishment Plan”, Agency must purchase the plan for each CEW user. A CEW user includes officers that use a CEW in the line of duty and those that only use a CEW for training. Agency may not resell cartridges received. Axon will only replace cartridges used in the line of duty.
2 Training. If the Quote includes a training voucher, Agency must use the voucher within 1 year of issuance, or the voucher will be void. Axon will issue Agency a voucher annually beginning on the start of the TASER Subscription Term. The voucher has no cash value. Agency cannot exchange it for another device or service. Unless stated in the Quote, the voucher does not include travel expenses and will be Agency’s responsibility. If the Quote includes Axon Online Training or Virtual Reality Content Empathy Development for Autism/Schizophrenia (collectively, “ Training Content”), Agency may access Training Content. Axon will deliver all Training Content electronically.
3 Extended Warranty. If the Quote includes an extended warranty, the extended warranty coverage period warranty will be for a 5-year term, which includes the hardware manufacturer’s warranty plus the 4-year extended term.
4 Trade-in. If the Quote contains a discount on CEW -related line items, including items related to OSP, then that discount may only be applied as a trade-in credit, and Agency must return used hardware and accessories associated with the discount (“ Trade-In Units”) to Axon. Agency must ship batteries via ground shipping. Axon will pay shipping costs of the return. If Axon does not receive Trade-In Units within the timeframe below, Axon will invoice Agency the value of the trade- in credit. Agency may not destroy Trade-In Units and receive a trade-in credit.
Agency Size Days to Return from Start Date of TASER 7 Subscription Less than 100 officers 30 days
100 to 499 officers 90 days
500+ officers 180 days
5 TASER 7 Subscription Term . The TASER 7 Subscription Term for a standalone TASER 7 purchase begins on shipment of the TASER 7 hardware. The TASER 7 Subscription Term for OSP 7 begins on the OSP 7 Start date.
6 Access Rights. Upon Axon granting Agency a TASER 7 Axon Evidence subscription, Agency may access and use Axon Evidence for the storage and management of data from TASER 7 CEW devices during the TASER 7 Subscription Term. Agency may not upload any non -TASER 7 data or any other files to Axon Evidence . Agency may not exceed the number of end users than the Quote specifies.
7 Privacy. Axon will not disclose Agency Content or any information about Agency except as compelled by a court or administrative body or required by any law or regulation. Axon will give notice if any disclosure request is received for Agency Content, so Agency may file an objection with the court or administrative body.
8 Termination. If payment for TASER 7 is more than 30 days past due, Axon may terminate Agency’s TASER 7 plan by notifying Agency. Upon termination for any reason, then as of the date of termination:
8.1 TASER 7 extended warranties and access to Training Content will terminate. No refunds DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
will be given.
8.2 Axon will invoice Agency the remaining MSRP for TASER 7 products received before termination. If terminating for non-appropriations, Axon will not invoice Agency if Agency returns the CEW, rechargeable battery, ho lster, dock, core, training suits, and unused cartridges to Axon within 30 days of the date of termination.
8.3 Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future TASER 7 plan.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
Axon Auto-Tagging Appendix
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 days after completing Auto-Tagging Services, Axon will provide up to 5 hours of remote support at no additional charge. Axon will provide free support due to a change in Axon Evidence, so long as long as 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 knowledgeable staff and personnel to provide timely, accurate, complete, and up-to-date documentation and information to Axon.
5 Access to Systems. Agency authorizes Axon to access Agency’s relevant computers, network systems, and CAD or RMS solely for performing Auto-Tagging Services. Axon will work diligently to identify as soon as reasonably practicable resources and information Axon expects to use and will provide an initial list to Agency. Agency is responsible for and assumes the risk of any problems, delays, losses, clai ms, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Agency.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
Axon Fleet Appendix
1 Agency Responsibilities. Agency must ensure its infrastructure and vehicles adhere to the minimum requirements to operate Axon Fleet 2 or Axon Fleet 3 (collectively, “Axon Fleet ”) as established by Axon during the qualifier call and on-site assessment at Agency and in any technical qualifying questions. If Agency’s representations are inaccurate, the Quote is subject to change.
2 Cradlepoint. If Agency purchases Cradlepoint Enterprise Cloud Manager, Agency will comply with Cradlepoint’s end user license agreement. The term of the Cradlepoint license may differ from the Axon Evidence Subscription. If Agency requires Cradlepoint support, Agency will contact Cradlepoint directly.
3 Third-party Installer. Axon will not be liable for the failure of Axon Fleet hardware to operate per specifications if such failure results from installation not performed by, or as directed by Axon.
4 Wireless Offload Server.
4.1 License Grant. Axon grants Agency a non-exclusive, royalty-free, worldwide, perpetual license to use Wireless Offload Server (“WOS”). “Use” means storing, loading, installing, or executing WOS solely for data communication with Axon Devices for the number of licenses purchased . The WOS term begins upon the start of the Axon Evidence Subscription.
4.2 Restrictions. Agency may not: (a) modify, alter, tamper with, repair, or create derivative works of WOS; (b) reverse engineer, disassemble, or decompile WOS, apply any process to derive the source code of WOS, or allow others to do so; (c) access or use WOS to avoid incurring fees or exceeding usage limits; (d) copy WOS in whole or part; (e) use trade secret information contained in WOS; (f) resell, rent, loan or sublicense WOS; (g) access WOS to build a competitive device or service or copy any features, functions or graphics of WOS; or (h) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon’s licensors on or within WOS.
4.3 Updates. If Agency purchases WOS maintenance, Axon will make updates and error corrections to WOS (“WOS Updates”) available electronically via the Internet or media as determined by Axon. Agency is responsible for establishing and mainta ining adequate Internet access to receive WOS Updates and maintaining computer equipment necessary for use of WOS. The Quote will detail the maintenance term.
4.4 WOS Support. Upon request by Axon, Agency will provide Axon with access to Agency’s store and forward servers solely for troubleshooting and maintenance.
5 Axon Vehicle Software.
5.1 License Grant. Axon grants Agency a non -exclusive, royalty-free, worldwide, perpetual license to use ViewXL or Dashboard (collectively, “Axon Vehicle Software”.) “Use” means storing, loading, installing, or executing Axon Vehicle Software solely for data communication with Axon Devices. The Axon Vehicle Software term begins upon the start of the Axon Evidence Subscription.
5.2 Restrictions. Agency may not: (a) modify, alter, tamper with, repair, or create derivative works of Axon Vehicle Software; (b) reverse engineer, disassemble, or decompile Axon Vehicle Software, apply any process to derive the source code of Axon Vehicle Software, or allow others to do so; (c) access or use Axon Vehicle Software to avoid incurring fees or exceeding usage limits; (d) copy Axon Vehicle Software in whole or part; (e) use trade secret information contained in Axon Vehicle Software; (f) resell, rent, loan or sublicense Axon Vehicle Software; (g) access Axon Vehicle Software to build a competitive device or service or copy any features, functions or graphics of Axon Vehicle Software; or (h) DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon’s licensors on or within Axon Vehicle Software.
6 Axon Fleet Upgrade. If Agency has no outstanding payment obligations and has purchased the “Fleet Technology Assurance Plan” (Fleet TAP), Axon will provide Agency with the same or like model of Fleet hardware (“Fleet Upgrade”) as schedule on the Quote.
If Agency would like to change models for the Axon Fleet Upgrade, Agency must pay the difference between the MSRP for the offered Axon Fleet Upgrade and the MSRP for the model desired. The MSRP is the MSRP in effect at the time of the upgrade. Agency is responsible for the removal of previously installed hardware and installation of the Axon Fleet Upgrade.
Within 30 days of receiving the Axon Fleet Upgrade, Agency must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon, including serial numbers of the destroyed Axon Device s. If Agency does not destroy or return the Axon Devices to Axon, Axon will deactivate the serial numbers for the Axon Devices received by Agency.
7 Privacy. Axon will not disclose Agency Content or any information about Agency except as compelled by a court or adminis trative body or required by any law or regulation. Axon will give notice if any disclosure request is received for Agency Content, so Agency may file an objection with the court or administrative body.
8 Axon Fleet Termination. Axon may terminate Agency’s Fleet subscription for non-payment. Upon any termination:
8.1 Axon Fleet subscription coverage terminates, and no refunds will be given.
8.2 Axon will not and has no obligation to provide the Axon Fleet Upgrade.
8.3 Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future Fleet TAP.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
Axon Respond Appendix
This Axon Respond Appendix applies to both Axon Respond and Axon Respond Plus.
1 Axon Respond Subscription Term . If Agency purchases Axon Respond as part of a bundled offering, the Axon Respond subscription begins on the later of the (1) start date of that bundled offering, or (2) date Axon provisions Axon Respond to Agency.
If Agency purchases Axon Respond as a standalone, the Axon Respond subscription begins the later of the (1) date Axon provisions Axon Respond to Agency, or (2) first day of the month following the Effective Date.
The Axon Respond subscription term will end upon the completion of the Axon Evidence Subscription associated with Axon Respond.
2 Scope of Axon Respond . The scope of Axon Respond is to assist Agency with real -time situational awareness during critical incidents to improve officer safety, effectiveness, and awareness. In the event Agency uses Axon Respond outside this scope, Axon may initiate good - faith discussions with Agency on upgrading Agency’s Axon Respond to better meet Agency’s needs.
3 Axon Body 3 LTE Requirements . Axon Respond is only available and usable with an LTE enabled body -worn camera. Axon is not liable if Agency utilizes the LTE device outside of the coverage area or if the LTE carrier is unavailable. LTE coverage is only available in the United States, including any U.S. territories. Axon may utilize a carrier of Axon’s choice to provide LTE service. Axon may change LTE carriers during the Term without Agency’s consent.
4 Axon Fleet 3 LTE Requirements . Axon Respond is only available and usable with a Fleet 3 system configured with LTE modem and service. Agency is responsible for providing LTE service for the modem. Coverage and availability of LTE service is subject to Agency’s LTE carrier.
5 Axon Respond Service Limitations. Agency acknowledges that LTE service is made available only within the operating range of the networks. Service may be temporarily refused, interrupted, or limited because of: (a) facilities limitations; (b) transmission limitations caused by atmospheric, terrain, other natural or artificial conditions adversely affecting transmission, weak batteries, system overcapacity, movement outside a service area or gaps in coverage in a service area and other causes reasonably outside of the carrier’s c ontrol 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.
With regard to Axon Body 3, Partner networks are made available as -is and the carrier makes no warranties or representations as to the availability or quality of roaming service provided by carrier partners, and the carrier will not be liable in any capacity for any errors, outages, or failures of carrier partner networks. Agency expressly understands and agrees that it has no contractual relationship whatsoever with the underlying wireless service provider or its affiliates or contractors and Agency is not a third -party beneficiary of any agreement between Axon and the underlying carrier.
6 Termination. Upon termination of this Agreement, or if Agency stops paying for Axon Respond or bundles that include Axon Respond, Axon will end Aware services, including any Axon-provided LTE service.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
Add-on Services Appendix
This Appendix applies to Axon Citizen for Communities, Axon Redaction Assistant, and Axon Performance.
1 Subscription Term . If Agency purchases Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance as part of OSP 7, the subscription begins on the later of the (1) start date of the OSP 7 Term , or (2) date Axon provisions Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance to Agency.
If Agency purchases Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance as a standalone, the subscription begins the later of the (1) date Axon provisions Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance to Agency, or (2) first day of the month following the Effective Date.
The subscription term will end upon the completion of the Axon Evidence Subscription associated with the add-on.
2 Axon Citizen Storage. For Axon Citizen, 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.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
Axon Auto-Transcribe Appendix
This Appendix applies to Axon Auto-Transcribe.
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.
Axon Auto-Transcribe minutes expire one year after being provisioned to Agency by Axon.
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.
3) Axon Auto-Transcribe On-Demand. Upon Axon granting Agency an On-Demand subscription to Axon Auto-Transcribe, Agency may utilize Axon Auto-Transcribe with no limit on the number of minutes. The scope of Axon Auto-Transcribe On-Demand is to assist Agency with reviewing and transcribing individual evidence items. In the event Agency uses Axon Auto-Transcribe On- Demand outside this scope, Axon may initiate good-faith discussions with Agency on upgrading Agency’s Axon Auto-Transcribe On-Demand to better meet Agency’s needs.
4) Warranty. Axon does not warrant the accuracy of Axon Auto-Transcribe.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
Axon Virtual Reality Content Terms of Use Appendix
1 Term. The Quote will detail the duration of the Virtual Reality Content license.
2 Headsets. Agency may purchase additional virtual reality headsets from Axon. In the event Agency decides to purchase additional virtual reality headsets for use with Axon’s Virt ual Reality Content, 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, Agenc y must purchase additional Virtual Reality Content licenses from Axon. Agency may not use Virtual Reality Content 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 Content;
3.2 reverse engineer, disassemble, or decompile Virtual Reality Content or apply any process to derive the source code of Virtual Reality Content, or allow others to do the same;
3.3 copy Virtual Reality Content in who le or part, except as expressly permitted in this Agreement;
3.4 use trade secret information contained in Virtual Reality Content;
3.5 resell, rent, loan or sublicense Virtual Reality Content;
3.6 access Virtual Reality Content to build a competitive device or service or copy any features, functions, or graphics of Virtual Reality Content; 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 Reali ty Content or any copies of Virtual Reality Content.
4 Termination. Axon may terminate Agency’s license immediately for Agency’s failure to comply with any of the terms in this Agreement.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
Skydio Terms of Use Appendix
1 Definitions.
“Advanced Software ” means optional capabilities, functions or other features of the Onboard Software that may be specified and identified as such in the Quote. Skydio’s characterization of capabilities, functions or other features as Advanced Software shall be dispositive. Notwithstanding any other provision herein, a software feature that is locked or otherwise disabled unless or until an Advanced Software Package is purchased for such software feature shall be deemed an Advanced Software. Advanced Software does not include Mobile Apps.
“Advanced Software Package ” means an optional, additional -charge license right, specified in the Quote, pursuant to which Skydio shall unlock Advanced Software to permit Customer to use Advanced Software (and in some cases the Skydio Hardware that it controls).
“Authorized Devices” are (a) mobile devices that Customer owns or is authorized to use, and (b) controllers purchased by Customer hereunder, which in each case (a) and (b) are used by Customer to operate the Skydio Hardware purchased by Customer hereunder.
“Base Software” means capabilities, functions or other features of the Onboard Software that are both: (a) standard capabilities, functions or other features available and activated on Skydio’s base consumer version of Skyd io Hardware, and (b) available for use without purchase of Advanced Software Package. Base Software may be specified and identified as standard features in the Quote. Any capability, function, or feature that is not a Base Software shall be deemed an Advanced Software.
“Customer” means the customer procuring Skydio Products or services.
“Error” means a critical error in the Advanced Software that causes the Advanced Software to be inoperable.
“Skydio License Term” means with respect to an Advanced Softw are Package, the term of that Advanced Software Package, including (if applicable) the initial specified term and any renewal terms.
“Mobile Apps” means software applications (in executable form only), as may be specified on the Quote, that are specifically intended for use on a mobile device (and any Updates thereto).
“Onboard Software” means software, in executable format only, embedded into or otherwise pre- installed on Skydio Hardware as supplied by Skydio, and any Updates thereto, whether or not embedded on read only memory. Onboard Software includes Base Software and Advanced Software.
“Skydio Privacy Policy” means Skydio’s privacy policy located at https://www.skydio.com/privacy- policy and as it may be amended from time to time by Skydio in its sole discretion.
“Product” means Skydio Hardware and Software, as provided by Skydio pursuant to this Agreement and any applicable Quote.
“Skydio Hardware” means drones and other unmanned aircraft, controllers, docks, accessories and related hardware that Customer purchases from Skydio or its distributors or resellers.
“Skydio Software” means Onboard Software and Mobile Apps.
“Support Term” means, for Base Software, the support term specified in the Quote, and, for each Advanced Software Package, the appl icable Skydio License Term for such Advanced Software DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
Package purchased hereunder.
“Updates” means any upgrades, updates, maintenance releases, bug fixes or modified versions of Skydio Software that Skydio may release from time to time.
2 License. Subject to and in accordance with the terms and conditions of this Agreement and further conditioned upon Customer’s payment of all Fees, Skydio grants to Customer:
2.1 a limited, perpetual, non-exclusive, non-transferable (except as provided in Section 5 below titled “Transferability”) right and license to use the Base Software solely on Skydio Hardware;
2.2 a limited, perpetual, non-exclusive, non-transferable right and license to download, install, execute and use Mobile Apps on Authorized Devices solely to operate Skydio Hardware in accordance with this Agreement;
2.3 if Customer purchases an Advanced Software Package for the use of an Advanced Software, as specified in the Quote, a limited, non -exclusive, non-transferable right and license, during the Skydio License Term of the Advanced Software Package, to use the Advanced Software on Skydio Hardware that Cus tomer purchases from Skydio solely to operate the Skydio Hardware in accordance with this Agreement (“ Advanced Software License”); and
2.4 a limited, non -exclusive, non -transferable right and license to install solely on Skydio Hardware any Updates to the Onboard Software, if and when provided by Skydio.
3 Additional License Terms. Additional License Terms. The license rights of Section 2 are limited to the United States, Canada and Japan.
3.1 Unless otherwise specified in the applicable Quote, the Advanced Software License is granted on a per-unit basis and it may only be exercised with respect to the specific units of Skydio Hardware identified on the applicable Quote or, if the Quote does not specify such units, then with respect to no more than the total number o f Skydio Hardware units authorized on the Quote, or if such total number of units is not specified on the Quote, then only with respect to one (1) single Skydio Hardware unit (“Authorized Units”).
3.2 Rights under the Advanced Software License are not transfe rable between Authorized Units. When an Advanced Software License is exercised on a specific Authorized Unit (by unlocking, activating, accessing or using the Advanced Software on that Authorized Unit), such Advanced Software License, or any rights thereof, cannot be transferred to a different unit of Skydio Hardware, except: (i) if Skydio replaces an Authorized Unit pursuant to a warranty claim, Skydio shall transfer to the replacement Authorized Unit, the Advanced Software License of the inoperable unit t hat is being replaced, and (ii) if a particular Authorized Unit is rendered permanently inoperable, Skydio shall, upon Customer’s request, transfer the Advanced Software License rights to a replacement Authorized Unit, provided, however, that Skydio may co ndition such transfer on Customer returning to Skydio the remnants of the inoperable unit or other evidence of its inoperability.
4 Limitations and Restrictions . Except as otherwise expressly provided in this Agreement, the foregoing license grant excludes any right to, and Customer shall not (and shall not permit others to) do any of the following with respect to the Skydio Software: (i) license, sublicense, se ll, resell, rent, lease, transfer, distribute, time share, operate as a service bureau, or otherwise make any of it available for access by third parties; (ii) disassemble, reverse engineer or decompile it; (iii) copy, create derivative works based on or o therwise modify it; (iv) remove or modify a copyright, trademark, logo or other proprietary rights notice or brand labeling in it; (v) use it to reproduce, distribute, display, transmit, or use material protected by copyright or other intellectual property right (including the rights of publicity or privacy) without first obtaining the permission of the owner; (vi) use it to create, use, send, store or run viruses or other harmful computer code, files, scripts, agents or other programs or otherwise engage, in a malicious act or disrupt its security, integrity or operation; (vii) install, execute or otherwise reproduce Onboard Software on any device other than the Skydio Hardware on which Skydio originally installed the Onboard Software; (viii) install any DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
Skydio Software on any type of device not approved by Skydio; (ix) disable or otherwise circumvent any technological measures in Skydio Software to limit its installation, use or access; (x) unlock, activate, access or use an Advanced Software on any device other than as permitted under an Advanced Software Package purchased by Customer; and (xi) publish or release any benchmarking or performance data applicable to the Skydio Software.
5 Transferability. Subject to the terms and conditions of this Agreement, Customer may transfer the Base Software, including any relevant Base Software license rights, only on a permanent basis and as part of the sale or transfer of the Skydio Hardware on which the Base Software is loaded, provided that Customer retains no copies of any version of the Skydio Software. With the exception of the Base Software, Customer may not transfer any other Skydio Software or other Skydio Software license rights granted herein to another person or entity without the express written permission of Skydio, unless allowed by applicable law stating that transfer may not be restricted.
6 Evaluation License. Skydio may make certain Skydio Software available in object code form to end users only for evaluation, training or other limited non -commercial purposes without charging a Fee (“Evaluation License”). Where Skydio has provided an Evaluation License, all of the terms of this Agreement shall apply except that (i) Customer’s license rights shall be limited to the evaluation of that Skydio Software, (i i) Customer shall not be required to pay a Fee for the evaluation of that Skydio Software and (iii) Skydio shall have the right to revoke the license to the Skydio Software at any time and for any reason.
7 Updates. The terms and conditions of this Agreement shall apply to all Updates or additional copies of the Skydio Software. Subject to the terms and conditions of this Agreement, including Customer’s timely payment of all Fees due and owed to Skydio, Skydio wil l provide or make available to Customer, during the Support Term, Updates for Base Software, Mobile Apps and any Advanced Software that was enabled under the purchased Advanced Software Package on the Authorized Units. Notwithstanding any other provision of this Agreement, Customer has no license or right to use any Updates to the Advanced Software unless Customer holds a valid license to the Advanced Software and has paid any required Fees for such Advanced Software. Updates are solely provided on a “when-and-if-available” basis and as made generally available by Skydio to its customers. Customer shall promptly install any Updates that Skydio designates as required for the continued safe operation of Skydio Hardware or operation of any Advanced Software.
8 Proprietary Notices . Customer agrees to maintain and reproduce all copyright and other proprietary notices on all copies, in any form, of the Skydio Software in the same form and manner that such copyright and other proprietary notices are included on the Skydio Software.
9 Intellectual Property. Customer agrees that all worldwide patent, copyright and other intellectual property rights in the Product, and all copies of the Software however made (including copies pre - installed on the Skydio Hardware purcha sed by Customer) are the exclusive property of Skydio and its suppliers. All Skydio Software is licensed to Customer, not sold. All rights not expressly granted to Customer in this Agreement are reserved by Skydio and its suppliers. There are no implied licenses under this Agreement.
10 Fees. Skydio reserves the right to suspend and/or terminate access to the Skydio Software if any undisputed fees for Skydio Hardware or Software are past due. Such suspension or termination shall not relieve Customer from its obligation to pay all undisputed amounts.
11 Third Party Software and Open Source Software. The Skydio Software may include third party software, and open source software (“OSS”), and such software is provided under separate license terms.
11.1 To the extent the licenses for any OSS requires Skydio to make available to Customer the corresponding source code included in the Skydio Software, Customer may obtain a copy of the applicable OSS source code by sending a written request to [email protected]. The DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
OSS lice nse terms shall take precedence over this Agreement to the extent that this Agreement imposes greater restrictions on Customer than the applicable OSS license terms. Customer acknowledges receipt of notices for the Open Source Components for the initial delivery of the Skydio Software.
11.2 The use of third party software or applications, or the integration of such software or applications with the Skydio Software, (collectively, “ Third Party Applications ”), may result in Customer data or information being tra nsferred to a third party. Skydio is not responsible for, and Customer agrees to hold Skydio harmless, for any data or information transferred to third parties in connection with your use of Third Party Applications.
12 Commercial Item. The Skydio Software and associated documentation are “commercial items” as defined at FAR 2.101 and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR sect ion 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
13 Term and Termination. This Agreement is effective upon Skydio Software purchase, activation or download, as applicable, and shall continue until terminated.
13.1 Paid License Term. Each Advanced Software Package purchased hereunder shall have its own Skydio License Term. Each Skydio License Term shall have an initial term for the time period set forth on the Quote and that the Skydio License Term shall auto matically extend for successive additional one (1) year renewal terms thereafter if any (subject to payment of the then -current applicable license fees for each such renewal term) unless either party give notice to the other of its intention not to renew t he Skydio License Term at least thirty (30) days before expiration of the then -current initial or renewal term, as the case may be (“ Renewal Terms”). If a Skydio License Term is not set forth in the Quote, each Skydio License Term shall have an initial term that commences upon the date of provisioning of the Skydio Software and expires one (1) year later; provided, however, that the Skydio License Term shall automatically extend per the Renewal Terms. Unless Skydio terminates this Agreem ent for breach by Customer, the perpetual licenses to use Base Software shall survive.
13.2 Free or Trial License Term. If you have obtained a license to a free version of the Skydio Software, then your license will continue until terminated in accordance with this Agreement. If you have obtained a trial license to the Skydio Software, then your license will continue for such time period as may be specified by Skydio with respect to s uch trial (and if no period is specified, for 30 days). Skydio may terminate a trial license at any time in its sole discretion.
13.3 Termination. Skydio may terminate Customer’s license rights under this Agreement immediately without notice if Customer fails to comply with any terms of this Agreement or Customer fails to make any payment as required hereunder. In no event will termination relieve Customer of its obligation to pay any fees payable for Skydio Hardware or Software.
Upon termination or expiration of this Agreement for any reason, Customer shall immediately cease using any Skydio Software and must destroy or return to Skydio all copies of the Skydio Software and associated documentation in its possession or control.
The following sections shall sur vive the termination or expiration of this Agreement:
Sections 1, 2(a), 2(b), 2(d), 4, 5 and 7-26.
14 End of Life. Skydio may discontinue the provision of any Skydio Software, support or Updates in its sole discretion in accordance with, and any licenses gr anted herein are subject to, Skydio DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
Product End of Life Policy, which is available at https://support.skydio.com/hc/en- us/articles/360057153714, and is hereby incorporated by reference herein.
15 Limited Warranty. The only warranty that Skydio provides with respect to any Skydio products or services is the written limited warranty statement provided with the products or services or as otherwise set forth at https://skydio.com/warranty-terms ( “Limited Warranty”).
16 Limitations. Any use of the Skydio Hardware and Software, including any reliance upon or use of any of the information generated thereby, shall be at Customer’s and its authorized users’ sole risk.
Except as expressly set forth in the Limited Warranty and to the extent permitted by law, the Products are provided “as is” and “as available” without warranty of any kind (all of which are hereby disclaimed), whether express, implied or statutory, including the implied warranties of merchantability, fitness for a particular purpose, or non -infringement. If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limited to the d uration of the warranty set forth in the Limited Warranty and by the provisions in this Agreement. Skydio’s cumulative liability to any Party for any loss or damage resulting from any claim, demand, or action arising out of or relating to any Skydio Products or any service will not exceed the amounts paid by Customer in the 12 months prior to the action giving rise to the liability. Neither Party will be liable for direct, special, indirect, incidental, punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory.
17 Safety and Compliance. Any use of the Skydio Hardware shall comply with all laws. Any use of the Skydio Hardware by Customer and its authorized users shall be in accordance with the information and warnings set forth at https://www.skydio.com/safety (the “Safety and Operating Guide”). Customer acknowledges that improper operation of the unmanned aircraft sys tems may cause injury to persons or property. Customer shall at all times comply with all applicable local, state, national, and international laws and regulations related to the operation of unmanned aircraft systems in any territory of operation, includi ng any applicable laws and orders with regard to privacy, pilot licensure, operating within visual line of sight (unless the Customer has received proper approval from a civil aviation authority waiving such limitation), detecting and avoiding other aircraft, and airspace restrictions (such as temporary flight restrictions issued by Federal Aviation Administration or other appropriate government agencies). Customer shall obtain and maintain all necessary licenses, consent, and authorizations of any kind nec essary to operate unmanned aircraft systems.
18 Feedback. If Customer or Customer’s authorized users send Skydio comments, suggestions, ideas, materials, notes, drawings, concepts or other information (collectively, “ Submissions”), Customer and Customer’s authorized users (as applicable) grant to Skydio a worldwide, non - exclusive, perpetual, irrevocable, transferable, sub -licensable, royalty -free license to use, copy, modify, publicly display, publicly perform, distribute and oth erwise exploit the Submissions. None of the Submissions shall be subject to any obligation of confidentiality on Skydio’s part, and Skydio shall not be liable for any use or disclosure of any Submissions.
19 Privacy. Skydio shall, in providing the Products, comply with Skydio Privacy Policy to the extent that Customer provides Skydio with personally identifiable information.
20 Mapbox Terms. The Mobile App uses features and content provided by Mapbox, such as maps and locations on a map. Use of any such Mapbox features and content is subject to the then-current version of Mapbox’s terms and privacy policy, which can be found at https://www.mapbox.com/legal/tos/ , including the Mapbox Government Terms of Service, which can be found at https://www.mapbox.com/legal/usg-tos, and you hereby agree to comply with such terms. You can opt out of location telemetry reporting pursuant to such terms.
21 Services. In accordance with this Agreement, so long as Customer timely pays all amounts owed hereunder, Skydio shall render to Customer, during the applicable Skydio License Term of each DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
Advanced Software Package purchased herunder, the support services consisting of: (a) providing Customer’s named Administrators (defined below) with consultation in English, via telephone and email, during Skydio’s normal business hours (9AM to 5PM PST) to assist in using the Advanced Software licensed under the Advanced Software Package; and (b) making reasonable efforts to correct any critical error in the Advanced Software that causes the Advanced Software to be inoperable (“Error”), all in accordance with Skydio’s support policies published on it s Website, as updated from time to time. Errors do not include, and Skydio has no obligation to correct, malfunctions caused in whole or in part by modification of Software, the operation of third -party products or the integration of Software with or into third-party products, improper installation of the Advanced Software or other Software, or the use of Software other than in accordance with the applicable specifications provided by Skydio. Support is only available for the current and single prior major release of Advanced Software. No other services are included under this Agreement.
22 Administrators. Customer shall designate up to three (3) of its employees to administer the Services on its behalf and serve as points of contact in communicating with us, as set forth in the applicable Confirmation or as otherwise agreed by the parties in writing (“ Administrators”). If a person named as an Administrator leaves Customer’s employ, Customer may designate another one of its employees to serve as Administrator to replace the departing employee.
23 Indemnification. Skydio will indemnify Customer’s officers, directors, and employees (“Customer Indemnitees”) against all claims, demands, losses, and reasonable expenses arising out of a third- party claim against an Customer Indemnitee resulting from any negligent act, error or omission, or willful misconduct by Skydio under this Agreement, except to the extent of Customer’s negligence or willful misconduct, or claims under workers compensation.
24 IP Indemnification. Skydio will indemnify Customer Indemnitees against all claims, losses, and reasonable expenses from any third-party claim alleging that the use of Skydio Products or services infringes or misappropriates the third -party’s intellectual property rights. Cust omer must promptly provide Skydio with written notice of such claim, tender to Skydio the defense or settlement of such claim at Skydio’s expense and cooperate fully with Skydio in the defense or settlement of such claim. Skydio’s IP indemnification obliga tions do not apply to claims based on (a) modification of Skydio Products or services by Customer or a third-party not approved by Skydio; (b) use of Skydio Products and services in combination with hardware or services not approved by Skydio; (c) use of Skydio Products and services other than as permitted in this Agreement; or (d) use of Skydio Software that is not the most current release provided by Skydio.
25 Customer Responsibilities. Customer is responsible for (a) Customer’s use of Skydio Products; (b) breach of this Agreement or violation of applicable law by Customer or a Customer’s authorized end user; and (c) a dispute between Customer and a third -party over Customer’s use of Skydio Products.
26 Export Sales and Export Controls . Customer acknowledges that the Skydio Products, services and technology are subject to export controls under the laws and regulations of the United States (U.S.). Customer shall comply with such laws and regulations governing use, export, re-export, and transfer of Skydio Produ cts, services and technology and shall obtain all required U.S. and local authorizations, permits, or licenses. Skydio and Customer each agree to provide the other such information and assistance as may reasonably be required by the other in connection with securing such authorizations and licenses, and to take timely action to obtain all required supporting documentation.
* * * *
Copyright © 2021 Skydio, Inc.
Skydio, Inc.
114 Hazel Ave.,
Redwood City, CA 94061
[email protected]
SKYDIO is a trademark and service mark of Skydio, Inc. Visit Skydio’s Web Site at www.skydio.com DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
Axon Commander™ Software Appendix
5 License. Axon owns all executable instructions, images, icons, sound, and text in Commander. All rights are reserved to Axon. Axon grants a non-exclusive, royalty-free, worldwide right and license to use Commander. “Use” means storing, loading, installing, or executing Commander exclusively for data communication with an Axon Device. Agency may use Commander in a networked environment on computers other than the computer it installs Commander on, so long as each execution of Commander is for data communication with an Axon Device. Agency may make copies of Commander for archival purposes only. Agency shall retain all copyright, trademark, and proprietary notices in Commander on all copies or adaptations.
6 Term. The Quote will detail the duration of the Commander l icense, as well as any maintenance.
The term will begin upon installation of Commander by Axon.
7 License Restrictions. All licenses will immediately terminate if Agency does not comply with any term of this Agreement. Agency may not use Commander for any purpose other than as expressly permitted by this Agreement. Agency may not:
7.1 modify, tamper with, repair, or otherwise create derivative works of Commander;
7.2 reverse engineer, disassemble, or decompile Commander or apply any process to derive the source code of Commander, or allow others to do the same;
7.3 access or use Commander to avoid incurring fees or exceeding usage limits or quotas;
7.4 copy Commander in whole or part, except as expressly permitted in this Agreement;
7.5 use trade secret information contained in Commander;
7.6 resell, rent, loan or sublicense Commander;
7.7 access Commander to build a competitive device or service or copy any features, functions, or graphics of Commander; or
7.8 remove, alter , or obscure any confidentiality or proprietary rights noti ces (including copyright and trademark notices) of Axon or Axon’s licensors on or within Commander or any copies of Commander.
8 Support. Axon may make available updates and error corrections (“ Updates”) to Commander.
Axon will provide Updates electronically via the Internet or media as determined by Axon. Agency is responsible for establishing and maintaining adequate access to the Internet to receive Updates.
Agency is responsible for maintaining the computer equipment necessary to use Command er.
Axon may provide technical support of a prior release/version of Commander for 6 months from when Axon made the subsequent release/version available.
9 Termination. Axon may terminate Agency’s license immediately for Agency’s failure to comply with any of the terms in this Agreement. Upon termination, A xon may disable Agency’s right to login to Axon Commander.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
Axon Application Programming Interface Appendix
1 Definitions.
“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.
“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.
“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.
“Use” means any operation on Agency’s data enabled by the supported API functionality.
2 Purpose and License.
2.1 Agency may use API Service and data made available through API Service, in connection with an API Client developed by Agency. Axon may monitor Agency’s use of API Service to ensure quality, improve Axon devices and services, and verify compliance with this Agreement. Agency agrees to not interfere with such monitoring or obscure from Axon Agency’s use of API Service. Agency will not use API Service for commercial use.
2.2 Axon grants Agency a non -exclusive, non -transferable, non -sublicensable, worldwide, revocable right and license during the Term to use API Service, solely for Agency’s Use in connection with Agency’s API Client.
2.3 Axon reserves the right to set limitations on Agency’s use of the API Service, such as a quota on operations, to ensure stability and availability of Axon’s API. Axon will use reasonable efforts to accommodate use beyond the designated limits.
3 Configuration. Agency will work independently to configure Agency’s API Client with API Service for Agency’s applicable Use. Agency will be required to provide certain information (such as identification or contact details) as part of the registration. Registration information provided to Axon must be accurate. Agency will inform Axon promptly of any updates . Upon Agency’s registration, Axon will provide documentation outlining API Service information.
4 Agency Responsibilities. When using API Service, Agency and its end users may not:
4.1 use API Service in any way other than as expressly permitted under this Agreement;
4.2 use in any way that results in, or could result in, any security breach to Axon;
4.3 perform an action with the intent of introducing any viruses, worms, defect, Trojan horses, malware, or any items of a destructive nature to Axon Devices and Services;
4.4 interfere with, modify, disrupt or disable features or functionality of API Service or the servers or networks providing API Service;
4.5 reverse engineer, decompile, disassemble, or translate or attempt to extract the source code from API Service or any related software;
4.6 create an API Interface that functions substantially the same as API Service and offer it for use by third parties;
4.7 provide use of API Service on a service bureau, rental or managed services basis or permit other individuals or entities to create links to API Service;
4.8 frame or mirror API Service on any other server, or wireless or Internet-based device;
4.9 make available to a third-party, any token, key, password or other login credentials to API Service;
4.10 take any action or inaction resulting in illegal, unauthorized or improper purposes ; or 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:
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
5.1 the design, structure and naming of API Service 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; and
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, leas e, 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 Service. Axon will provide support for 1 year following the release of an API Update for all depreciated API Service versions.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
Advanced User Management Appendix
1 Scope. Advanced Use r Management allows Agency to (a) utilize bulk user creation and management, (b) automate user creation and management through System for Cross -domain Identity Management (“SCIM”), and (c) automate group creation and management through SCIM.
2 Advanced User Management Configuration . Agency will work independently to configure Agency’s Advanced User Management for Agency’s applicable Use. Upon request, Axon will provide general guidance to Agency, including documentation that details the setup and configuration process.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
Axon Channel Services Appendix
1 Definitions.
“Axon Digital Evidence Management System” means Axon Evidence or Axon Commander, as specified in the attached Channel Services Statement of Work.
“Active Channel” means a third-party system that is continuously communicating with an Axon Digital Evidence Management System.
“Inactive Channel” means a third-party system that will have a one-time communication to an Axon Digital Evidence Management System.
2 Scope. Agency currently has a third-party system or data repository from which Agency desires to share data with A xon Digital Evidence Management. Axon will facilitate the transfer of Agency’s third-party data into an Axon Digital Evidence Management System or the transfer of Agency data out of an Axon Digital Evidence Management System as defined in the Channel Services Statement of Work (“ Channel Services SOW ”). Channel S ervices will not delete any Agency Content. Agency is responsible for verifying all necessary data is migrated c orrectly and retained per Agency policy.
3 Purpose and Use. Agency is responsible for verifying Agency has the right to share data from and provide access to third-party system as it relates to the Services described in this Appendix and the Channel Services SOW. For Active Channels, Agency is responsible for any changes to a third- party system that may affect the functionality of the channel service. Any additional work requir ed for the continuation of the Service may require additional fees. An Axon Field Engineer may require access to Agency’s network and systems to perform the Services described in the Channel Services SOW. Agency is responsible for facilitating this access per all laws and policies applicable to Agency.
4 Project Management. Axon will assign a Project Manager to work closely with Agency’s project manager and project team members and will be responsible for completing the tasks required to meet all contract deliverables on time and budget.
5 Warranty. Axon warrants that it will perform the Channel Services in a good and workmanlike manner.
6 Monitoring. Axon may monitor Agency’s use of Channel Services to ensure quality, improve Axon devices and services, prepare invoices based on the total amount of data migrated, and verify compliance with this Agreement. Agency agrees not to interfere with such monitoring or obscure from Axon Agency’s use of channel services.
7 Agency’s Responsibilities. Axon’s successful performance of the Channel Services requires Agency:
7.1 Make available its relevant systems for assessment by Axon (including making these systems available to Axon via remote access);
7.2 Provide access to the building facilities and where Axon is to perform the Channel Services, subject to safety and security restrictions imposed by the Agency (including providing security passes or other necessary documentation to Axon representatives performing the Channel Services permitting them to enter and exit Agency premises with laptop personal computers and any other materials needed to perform the Channel Services);
7.3 Provide all necessary infrastructure and software information (TCP/IP addresses, node names, and network configuration) for Axon to provide the Channel Services;
7.4 Ensure all appropriate data backups are performed;
7.5 Provide Axon with remote access to the Agency’s network and third-party systems when required for Axon to perform the Channel Services;
7.6 Notify Axon of any network or machine maintenance that may impact the performance of DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
the Channel Services; and
7.7 Ensure the reasonable availability by phone or email of knowledgeable staff, personnel, system administrators, and operators to provide timely, accurate, complete, and up-to-date documentation and information to Axon (these contacts are to provide background information and clarification of information required to perform the Channel Services).
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
VIEVU Data Migration Appendix
1 Scope. Agency currently has legacy data in the VIEVU Solution from which Agency desires to move to Axon Evidence. Axon will work with Agency to copy legacy data from the VIEVU solution into Axon Evidence (“Migration”). Before Migration, Agency and Axon will work together to develop a Statement of Work (“Migration SOW”) to detail all deliverables and responsibilities. The Migration will require the availability of Agency resources. Such resources will be identified in the SOW. On- site support during Migration is not required. Upon Agency’s request, Axon will provide on -site support for an additional fee. Any request for on -site support will need to be pre-scheduled and is subject to Axon’s resource availability.
A small amount of unexposed data related to system information will not be migrated from the VIEVU solution to Axon Evidence. Upon request, some of this data can be manually exp orted before Migration and provided to Agency. The Migration SOW will provide further detail.
2 Changes. Axon is only responsible to perform the Services described in this Appendix and Migration SOW. 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 the charges or schedule.
3 Project Management. Axon will assign a Project Manager to work closely with Agency’s project manager and project team members and will be responsible for completing the tasks required to meet all contract deliverables on time and budget.
4 Downtime. There may be downtime during the Migration. The duration of the downtime will depend on the amount of data that Agency is migrating. Axon will work with Agency to minimize any downtime. Any VIEVU mobile application will need to be disabled upon Migration.
5 Functionality Changes. Due to device differences between the VIEVU solution and the Axon’s Axon Evidence solution, there may be functionality gaps that will not allow for all migrated data to be displayed the same way in the user interface after Migration
6 Acceptance. Once the Migration is complete, Axon will notify Agency and an acceptance form.
Agency is responsible for verifying that the scope of the project has been completed and all necessary data is migrated correctly and retained per Agency policy. Agency will have 90 days to provide Axon acceptance that the Migration was successful, or Axon will deem the Migration accepted.
In the event Agency does not accept the Migration, Agency agrees to notify the Axon within a reasonable time. Agency also agrees to allow Axon a reasonable time to resolve any issue. In the event Agency does not provide the Axon written rejection of the Migration during these 90 days , Agency may be charged for additional monthly storage costs. After Agency provides acceptance of the Migration, the Axon will delete all data from the VIEVU solution 90 days after the Migration.
7 Post-Migration. After Migration, the VIEVU solution may not be supported and updates may not be provided. Axon may end of life the VIEVU solution in the future. If Agency elects to maintain data within the VIEVU solution, Axon will provide Agency 90 days’ notice before ending support for the VIEVU solution.
8 Warranty. Axon warrants that it will perform the Migration in a good and workmanlike manner.
9 Monitoring. Axon may monitor Agency’s use of Migration to ensure quality, improve Axon devices and services, prepare invoices based on the total amount of data migrated, and verify compliance with this Agreement. Agency agrees not to interfere with such monitoring or obscure from Axon Agency’s use of Migration.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
Axon Support Engineer Appendix
1 Axon Support Engineer Payment. Axon will invoice for Axon Support Engineer (“ASE”) services, as outlined in the Quote, when the Axon Support Engineer commences work on -site at Agency.
2 Full-Time ASE Scope of Services.
2.1 A Full-Time ASE will work on-site four (4) days per week.
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 ASE has skills to align with those needs. There may be up to a 6 -month waiting period before the Full-Time ASE can work on-site, depending upon Agency’s needs and availability of a Full-Time ASE.
2.3 The purchase of Full-Time ASE Services includes 2 complimentary Axon Accelerate tickets per year of the Agreement, so long as the ASE has started work at Agency, and Agency is current on all payments for the Full-Time ASE Service.
The Full-Time ASE 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 workflows 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 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 workflows before they are released to Agency’s production environment
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 ASE Scope of Services
3.1 A Regional ASE will work on-site for 3 consecutive days per quarter. Agency must schedule the on-site days at least 2 weeks in advance. The Regional ASE will also be available by phone and email during regular business hours up to 8 hours per week.
3.2 There may be up to a 6-month waiting period before Axon assigns a Regional ASE to Agency, depending upon the availability of a Regional ASE.
3.3 The purchase of Regional ASE Services includes 2 complimentary Axon Accelerate tickets per year of the Agreement, so long as the ASE has started work at Agency and Agency is current on all payments for the Regional ASE Service.
The Regional ASE service options are listed below:
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
Account Maintenance
• Conducting remote training on new features and devices for Agency’s leadership • Thoroughly documenting issues and workflows 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 technical support for Axon devices • Creating and monitoring RMAs remotely
Data Analysis
• Providing quarterly Axon usage data to identify 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 ASE 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 ASE Leave Time. The ASE will be allowed up 7 days of sick leave and up to 15 days of vacation time per each calendar year. The ASE will work with Agency to coordinate any time off and will provide Agency with at least 2 weeks’ notice before utilizing any vacation days.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
AXON CLOUD SERVICES PRIVACY POLICY
Last Updated: August 9th, 2021
This Axon Cloud Services Privacy Policy (“Policy”) applies only to the information that Axon Enterprise, Inc. (“Axon”) collects and you or your employer (collectively, “Customer”) provide to Axon in connection with Customer’s use of Axon Cloud Services (as defined below). Axon's marketing sites and other public websites are governed by the Axon Privacy Policy. Usage of Axon Citizen is governed by the Axon Citizen Privacy Policy.
Unless otherwise provided in this Policy, this Policy is subject to the terms of the Master Services Purchasing Agreement, or other similar agreement, if any, between Axon and Customer (“Agreement”).
To the extent this Policy contains terms and conditions that differ from those contained in the Agreement, the Agreement shall control. A concept or principle covered in this Policy shall apply and be incorporated into all other provisions of the Agreement in which the concept or principle is also applicable, notwithstanding the absence of any specific cross-reference thereto. All capitalized and defined terms referenced, but not defined, in this Policy shall have the meanings assigned to them in the Agreement.
Axon complies with the EU-U.S. Privacy Shield Framework and the Swiss-U.S. Privacy Shield Framework (“Privacy Shield”) as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information transferred from the European Union, the United Kingdom, and Switzerland to the United States in reliance on Privacy Shield. Axon has certified to the U.S. Department of Commerce that it adheres to the Privacy Shield Principles with respect to such information. If any conflict exists between the terms of this Policy and the Privacy Shield Principles, the Privacy Shield Principles shall govern. To learn more about the Privacy Shield program, and to view our certification, please visit https://www.privacyshield.gov/.
By using Axon Cloud Services, Customer acknowledges that Customer has read and understand this Policy and Customer agrees to be bound by its terms and conditions. Axon may occasionally update this Policy. When Axon posts changes, Axon will revise the "last updated" date at the top of this page. Customer’s continued use of Axon Cloud Services will signify Customer’s agreement and acceptance to any such changes.
Definitions
“Axon Cloud Services” means Axon’s web services hosted on evidence.com including Axon Evidence, Axon Records, and Axon Dispatch, and other related offerings, including, without limitation, interactions between Axon Cloud Services and Axon Products (as defined below). “Axon Products” means:
(1) Axon Cloud Services;
(2) devices sold by Axon (including, without limitation, conducted energy weapons, cameras, sensors, and docking systems) (collectively, “Axon Devices”); (3) other software offered by Axon (including, without limitation, Axon Capture, Axon Evidence SYNC, Axon Device Manager, Axon View, Axon Interview, Axon Commander, Axon Uploader XT, and Axon View XL) (collectively, “Axon Client Applications”); and (4) ancillary hardware, equipment, software, services, cloud-based services, documentation, and software maintenance releases and updates. Axon Products do not include any third -party applications, hardware, warranties, or the 'my.evidence.com' services. “Customer Data” means:
(1) “Customer Content”, which means data uploaded into, ingested by, or created in Axon Cloud Services within Customer’s tenant, including, without limitation, media or multimedia uploaded into Axon Cloud Services by Customer (“Evidence”); and
(2) “Non-Content Data”, which means:
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
(a) “Customer Entity and User Data”, which means Personal Data and non-Personal Data regarding Customer’s Axon Cloud Services tenant configuration and users; (b) “Customer Entity and User Service Interaction” Data which means data regarding Customer's interactions with Axon Cloud Services and Axon Client Applications; (c) “Service Operations and Security Data”, which means data within service logs, metrics and events and vulnerability data, including, without limitation: (i) application, host, and infrast ructure logs; (ii) Axon Device and Axon Client Application logs; (iii) service metrics and events logs; and (iv) web transaction logs;
(d) “Account Data”, which means information provided to Axon during sign-up, purchase, or administration of Axon Cloud Services, including, without limitation, the name, address, phone number, and email address Customer provides, as well as aggregated usage information related to Customer’s account and administrative data associated with the account; and (e) “Support Data”, which means the information Axon collects when Customer contacts or engages Axon for support, including, without limitation, information about hardware, software, and other details gathered related to the support incident, such as contact or authentication information, chat session personalization, information about the condition of the machine and the application when the fault occurred and during diagnostics, system and registry data about software installations and hardware configurations, and error-tracking files.
For purposes of clarity, Customer Content does not include Non-Content Data, and Non-Content Data does not include Customer Content.
“Data Controller” means the natural or legal person, public authority, or any other body which alone or jointly with others determines the purposes and means of the processing of Personal Data (as defined below).
“Data Processor” means a natural or legal person, public authority or any other body which processes Personal Data on behalf of the Data Controller. “Data Exporter” means the Data Controller who transfers the Personal Data. “Data Importer” means the Data Processor who agrees to receive from the Data Exporter Personal Data intended for processing on Data Exporter's behalf after the transfer in accordance with the Agreement and who is not subject to a third country’s system ensuring adequate protection with in the meaning of the General Data Protection Regulation (EU) 2016/679 of the European Parliament (“GDPR”)
“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, economic, cultural or social identity of that natural person. “Processing” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or com bination, restriction, erasure or destruction.
“Sub-processor” means any processor engaged by the Data Importer or by any other sub- processor of the Data Importer who agrees to receive from the Data Importer or from any other sub-processor of the Data Importer Personal Data exclusively intended for processing activities to be carried out on behalf of the Data Exporter after the transfer in accordance with its instructions, the terms of the Clauses and the terms of the written subcontract.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
Axon's Role
Axon is a Data Processor of Customer Content. Customer controls and owns all right, title, and interest in and to Customer Content and Axon obtains no rights to the Customer Content. Customer is solely responsible for the uploading, sharing, withdrawal, management and deletion of Customer Content.
Customer grants Axon limited access to Customer Content solely to provide and support Axon Cloud Services to and for Customer and Customer’s end-users. Customer represents and warrants to Axon that:
(1) Customer owns Customer Content; (2) and Customer Content, and Customer’s end-users’ use of Customer Content and Axon Cloud Services, does not violate this Policy or applicable data protection laws and regulations.
Axon may also collect, control, and process Non-Content Data. Axon is a Data Controller for Non-Content Data. Axon collects, controls, and processes Non-Content Data to provide Axon Cloud Services and to support the overall delivery of Axon Products including business, operational, and security purposes. With Non-Content Data, Axon may analyze and report anonymized and aggregated data to communicate with external and internal stakeholders. In regard to Customer Entity & User Data, Axon is a Data Controller and Customer is an independent Data Controller, not a joint Data Controller with Customer.
Data Collection and Processing Activities
CUSTOMER CONTENT
Axon will only use Customer Content to provide Customer Axon Cloud Services. Axon will not use Customer Content for any advertising or similar commercial purposes.
Axon periodically upgrades or changes Axon Cloud Services to provide customers with new features and enhancements in alignment with the Axon Evidence Maintenance Schedule. Axon communicates such upgrades or changes to customers one week prior to release via mechanisms outlined in the Maintenance Schedule. Changes to Axon Cloud Services may increase the capabilities of the service and ways in which Customer Content can be processed.
NON-CONTENT DATA
Non-Content Data includes data, configuration, and usage information about customer's Axon Cloud Services tenant, Axon Devices, Axon Client Applications, and users that is transmitted or generated when using Axon Products. Non-Content Data includes the following:
Customer Entity And User Data
Customer Entity and User Data includes personal and non-personal data regarding Customer's Axon Cloud Services tenant configuration and users. Axon uses Customer Entity and User Data to: (1) pr ovide Axon Cloud Services, including, without limitation, user authentication and authorization functionality; (2) improve the quality of Axon Products or provide enhanced functionality and features; (3) contact Customer to provide information about its account, tenant, subscriptions, billing, and updates to Axon Cloud Services, including, without limitation, information about new features, security and other technical issues; and (4) market our products or services to Customer via email, by sending promotional communication including targeted advertisements, or presenting a Customer with relevant offers.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
Customer cannot unsubscribe from non-promotional communications but may unsubscribe from promotional communications at any time.
Customer Entity and User Service Interaction Data
Customer Entity and User Service Interaction Data includes data regarding Customers' interactions with Axon Cloud Services and Axon Client Applications. Axon uses Customer Entity and User Service Interaction Data to improve the quality of Axon Products and provide enhanced functionality and features.
Service Operations and Security Data
Axon uses Service Operations and Security Data to provide service operations and monitoring.
Account Data
Axon uses Account Data to provide Axon Cloud Services, manage Customer's accounts, market to, and communicate with Customer. Customer may unsubscribe from promotional communications at any time.
Support Data
Axon uses Support Data to resolve Customer’s support incident, and to operate, improve, a nd personalize Axon Products. If Customer shares Customer Content to Axon in a support scenario, the Customer Content will be treated as Support Data but will only be used for resolving support incidents.
Axon may provide support through phone, email, or online chat. With Customer’s permission, Axon may use Guest Access (“GA") to temporarily navigate Customer’s Axon Cloud Service's tenant to view data in order to resolve a support incident. Phone conversations, online chat sessions, or GA sessions with Axo n support professionals may be recorded and/or monitored.
Server and Data Location
CUSTOMER CONTENT
Axon offers Axon Cloud Services in numerous geographic regions. Before creating an account in Axon Cloud Services, Customer determines where Axon will store Customer Content by designating an economic area.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
Axon ensures that all Customer Content in Axon Cloud Services remains within the selected economic area, including, without limitation, all backup data, replication sites, and disaster recovery sites. Customer selected economic areas can be determined through review of Customer's Axon Cloud Services URL.
Customer URLs conform to the <youragency>.<regioncode>.evidence.com scheme with the exception of US customers where the scheme may exclude the region code and is <youragency>.evidence.com. US Federal customers conform to the scheme <youragency>.us.evidence.com
NON-CONTENT DATA
Customer Entity and User Data
Customer Entity and User Data is located in Customer's selected economic area for Customer Content.
Customer Entity and User Data may be copied or transferred to the United States.
Customer Entity and User Service Interaction Data
Customer Entity and User Service Interaction Data is located in Customer's selected economic area for Customer Content and the United States.
Service Operations and Security Data
Service Operations and Security Data is located in Customer's selected economic area for Customer Content and the United States.
Account Data and Support Data
Account and Support data is located is in the United States and may be located in Customer's selected economic area for Customer Content.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
Information Sharing
Axon may transfer data with its direct and indirect subsidiaries and Sub-processors, including, without limitation, service providers and other partners to support the overall delivery of Axon Products as described in “Data Collection and Processing Activities” section of this Policy.
Axon exercises commercially reasonable efforts in connection with contractual obligations to ensure its Sub-processors are compliant with all applicable data protection laws and regulations surrounding the Sub-processors access and scope of work in connection with Customer Content.
Customer consents to the transfer of Customer Content to Axon's Sub-processors for the purpose of storing Customer Content. Such Sub-processors responsible for storing Customer Content are contracted by Axon for data storage services. Ownership of Customer Content remains with Customer.
Axon may hire Sub-processors to provide or enhance Axon Products on its behalf. Axon will only permit any such Sub-processors to obtain Customer Content from Axon Cloud Services to deliver services to Axon and will be prohibited from using Customer Content for any other purpose. Axon may engage new Sub-processors. Axon will give Customer notice (by updating the website) of any new Sub -processor.
Prior to onboarding Sub-processors, Axon conducts an audit of the security and privacy practices of Sub - processors to ensure Sub-processors provide a level of security and privacy appropriate to its access to data and scope of services.
Under Privacy Shield's “Onward Transfer Principle”, Axon remains responsible for personal data that may be shared with Axon's Sub-processors.
Customer can transfer data from Axon Cloud Services to third parties. Customer must ensure data sharing agreements are in place with third parties to protect data throughout its lifecycle.
Axon Sub-Processors
Understand the server locations, data processed, and functions performed.
Axon maintains an up-to-date list of the names and locations of all Sub-processors. This list is below.
If you are a current Axon Cloud Services customer with a data processing agreement in place with Axon, you may subscribe to receive notifications of a new Sub-processor(s) before Axon authorizes any new Sub-processor to process personal data in connection with the provision of your service.
You can subscribe to receive email notifications for changes to Axon Cloud Services Sub -processor(s) by submitting a request here.
For a complete list of Axon Sub-Processors, click here.
TELECOMMUNICATION SUB-PROCESSORS
Axon Body 3 includes embedded cellular technologies used to connect to telecommunication networks in order to provide connectivity between Axon Body 3 and Axon Cloud Services. Cellular technologies enable Axon Aware services. Customer’s Axon Body 3 cameras will send data to the respective Axon Cloud Services region selected telecommunications providers as needed to enable cellular connectivity.
Data includes Personal Data, such as location data. For Axon Body 3, Axon manages all cellular DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
registration and account management associated to the cellular subscription. Personal Data of Customers is not collected by Axon or telecommunications providers for the purposes of cellular account management.
Outlined below is the telecommunication sub-processors. In regions where there are more than one telecommunication sub-processor, Axon will manage customers’ Axon Body 3 cellular registration.
Customer URLs conform to the <youragency>.<regioncode>.evidence.com scheme with the exception of US customers where the scheme may exclude the region code and is <youragency>.evidence.com. US Federal customers conform to the scheme <youragency>.us.evidence.com Required Disclosures
Axon will not disclose Customer Content except as compelled by a court or administrative body or required by any law or regulation. Axon will notify Customer if any disclosure request is received for Customer Content so Customer may file an objection with the court or administrative body.
Customer's Access and Choice
Customer Content
Customer can access Customer's tenant to manage Customer Content.
Non-Content Data
Within the scope of Axon's authorization to do so, and in accordance with Axon's commitment under the Privacy Shield, Axon will work with Customers to provide access to Personal Data about Customer that DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
Axon or Sub-processors holds. Axon will also take reasonable steps to enable Customers to correct, amend, or delete Personal Data that is demonstrated to be inaccurate.
If at any time after registering an account on Axon Cloud Services you desire to update Personal Data you have shared with us, change your mind about sharing Personal Data with us, desire to cancel your Customer account, or request that Axon no longer use provided Personal Data to provide you services, please contact us at [email protected]. We will retain and use Personal Data for as long as needed to provide you services, comply with our legal obligations, resolve disputes, and enforce our agreements.
Certain data processing is determined by Customer based on Axon Product usage, Customer network or device configuration, and administrative settings made available with Axon Cloud Services or Axon Client Applications:
Axon Body 3 WiFi Positioning
Axon Body 3 cameras offer customers a feature to enhance location services where GPS/GNSS signals may not be available, for instance within buildings or underground. Customer administrators can manage their choice to use this service within the administrative features of Axon Cloud Services. When WiFi Positioning is enabled, Non-Content and Personal Data including location, device and network information data will be sent to Skyhook Holdings, Inc (Skyhook) to facilitate the WiFi Positioning functionality. Skyhook will act as both a data sub-processor (as reflected in this policy) and as a data controller. Skyhook becomes a data sub-processor for Axon when Skyhook processes data from Axon Body 3 devices to determine a location. Skyhook acts a data controller when it collects data sent from Axon Body 3 cameras to maintain their services and to develop new products, services or datasets. Data controlled by Skyhook is outside the scope of the Axon Cloud Services Privacy Policy and is subject to the Skyhook Services Privacy Policy.
Client Push Notifications
Axon Products leverage push notification services made available by mobile operating system providers (i.e. Google’s Cloud Messaging and Apple’s Push Notification Service to deliver functional notifications to client applications. Push notification services can be managed by leveraging notification settings made available in both mobile applications and the mobile operating system.
User Analytics
Customers can opt-out of user analytics tracking on Axon Cloud Services by disabling cookies or preventing Customer's browser or device from accepting new cookies. To prevent data from being collected by Mixpanel, network or device access to *.mixpanel.com should be blocked Service Support
Mobile client application crash analytics are used provide Axon personnel insight to crashes when using Axon client applications. To opt out of crash reporting, network or device access to *.crashlytics.com should be blocked.
Geolocation Services
Geolocation services are critical to proper user functionality of many of Axon products. However, customers can chose to opt out of mapping and geolocation functionality by blocking network or device access to *.mapbox.com and *.arcgisonline.com
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
Data Security Measures
Axon is committed to help protect the security of Customer Data. Axon has established and implemented policies, programs, and procedures that are commercially reasonable and in compliance with applicable industry practices, including administrative, technical and physical safeguards to protect the confidentiality, integrity and security of Customer Content and Non-Content Data against unauthorized access, use, modification, disclosure or other misuse.
Axon will take appropriate steps to ensure compliance with the data security meas ures by its employees, contractors and Sub-processors, to the extent applicable to the respective scope of performance.
CONFIDENTIALITY
Customer Content and Non-Content Data is encrypted in transit over public networks. Customer Content is encrypted at rest in all Axon Cloud Service regions.
Axon protects all Customer Content and Non-Content Data with strong logical access control mechanisms to ensure only users with appropriate business needs have access to data. Third -party specialized security firms periodically validate access control mechanisms. Access control lists are reviewed periodically by Axon.
INTEGRITY
As Evidence is ingested into Axon Cloud Services, a Secure Hash Algorithm (“SHA”) checksum is generated on the upload device and again upon ingestion into Axon Cloud Services. If the SHA checksum does not match, the upload will be reinitiated. Once upload of Evidence is successful, the SHA checksum is retained by Axon Cloud Services and is made viewable by users with access to the Evidence audit trail for the specific piece of Evidence. Tamper-proof audit trails are created automatically by Axon Cloud Services upon ingestion of any Evidence.
AVAILABILITY
Axon takes a comprehensive approach to ensure the availability of Axon Cloud Services. Axon replicates Customer Content over multiple systems to help to protect against accidental destruction or loss. Axon Cloud Services systems are designed to minimize single points of failure. Axon has designed and regularly plans and tests its business continuity planning and disaster recovery programs.
ISOLATION
Axon logically isolates Customer Content. Customer Content for an authenticated customer will not be displayed to another customer (unless Customers explicitly create a sharing relationship between the ir tenants or shared data between themselves). Centralized authentication systems are used across an Axon Cloud Service region to increase uniform data security.
Additional role-based access control is leveraged within Customer’s Axon Cloud Service tenant to define what users can interact with or access Customer Content. Customer solely manages the role based access control mechanisms within its Axon Cloud Services tenant.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
Within the Axon Cloud Services supporting infrastructure, access is granted based o n the principle of least privilege. All access must be approved by system owners and undergo at least quarterly user access reviews. Any shared computing or networking resource will undergo extensive hardening and is validated periodically to ensure appropriate isolation of Customer Content.
Non-Content Data is logically isolated within information systems such that only appropriate Axon personnel have access.
PERSONNEL
Axon personnel are required to conduct themselves in a manner consistent with applicabl e law, the company’s guidelines regarding confidentiality, business ethics, acceptable usage, and professional standards. Axon personnel must complete security training upon hire in addition to annual and role - specific security training.
Axon personnel undergo an extensive background check process to the extent legally permissible and in accordance with applicable local labor laws and statutory regulations. Axon personnel supporting Axon Cloud Services are subject to additional role-specific security clearances or adjudication processes, including Criminal Justice Information Services background screening and national security clearances and vetting.
Data Breach
NOTIFICATION
If Axon becomes aware that Customer Data has been accessed, disclosed, altered, or destroyed by an unlawful or unauthorized party, Axon will notify relevant authorities and affected customers.
Within 48 hours of an incident confirmation, Axon will notify Customer administrators registered on Axon Cloud Services. Authorities will be notified through Axon's established channels and timelines. The notification will reasonably explain known facts, actions that have been taken, and make commitments regarding subsequent updates. Additional details are available in the Axon Cloud Services Security Incident Handling and Response Statement.
Data Portability, Migration, and Transfer Back Assistance
DATA PORTABILITY
Evidence uploaded to Axon Cloud Services is retained in original format. Evidence may be retrieved and downloaded by Customer from Axon Cloud Services to move data to an alternative information system.
Evidence audit trails and system reports may also be downloaded in various industry -standard, non- proprietary formats.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
DATA MIGRATION
In the event Customer’s access to Axon Cloud Services is terminated, Axon will not delete any Customer Content during the 90 days following termination. During this 90-day period, Customer may retrieve Customer Content only if Customer has paid all amounts due (there will be no application functionality of the Axon Cloud Services during this 90-day period other than the ability for Customer to retrieve Customer Content). Customer will not incur any additional fees if Customer downloa ds Customer Content from Axon Cloud Services during this 90-day period. Axon has no obligation to maintain or provide any Customer Content after the 90-day period and thereafter, unless legally prohibited, may delete Customer Content upon termination as part of normal retention and data management instructions from customers.
Upon written request, Axon will provide written proof that all Customer Content has been successfully deleted and removed from Axon Cloud Services.
POST-TERMINATION ASSISTANCE
Axon will provide Customer with the same post-termination data retrieval assistance that is generally made available to all customers. Requests for additional assistance to Customer in downloading or transferring Content will result in additional fees and Axon cannot warrant or guarantee data integrity or readability in the external systems.
Data Retention, Restitution, and Deletion
Axon maintains internal disaster recovery and data retention policies in accordance with applicable laws and regulations. The disaster recovery plan relates to Axon's data and extends to Axon Cloud Services and Customer Content stored within. Axon's data retention policies relate to Axon's Non -Content data.
Axon's data retention policies instruct for the secure disposal of Non-Content Data when such data is no longer necessary for the delivery and support of Axon product and services and in accordance with applicable regulations. As outlined below, Customer is responsible for adhering to its own retention policies and procedures.
Evidence Retention
Customer defines Evidence retention periods pursuant to Customer’s internal retention policies and procedures. Customer can establish its retention policies within Axon Cloud Services. Therefore, customer controls the retention and deletion of its Evidence within Axon Cloud Services. Axon Cloud Services can automate weekly messages summarizing upcoming agency-wide deletions to all customer Axon Cloud Services administrators. Customer users can receive a weekly message regarding Evidence uploaded within their user account to protect against accidental deletions. Customer can recover Evidence up to 7 days after Customer queues such Evidence for deletion. After this 7 -day grace period, Axon Cloud Services initiates deletion of Evidence. Data deletion processing may occur asynchronously across storage systems and data centers. During and after data deletion processing, Evidence will not be recovered or recoverable by any party.
Accountability
As outlined herein, Axon is committed to maintaining compliance with relevant security and privacy standards to ensure the continued security, availability, integrity, confidentiality, and privacy of Axon Cloud Services and Customer Data stored within.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
In addition to the security efforts outlined herein, Axon will maintain its ISO/IEC 27001:2013 certification or comparable assurances for Axon Cloud Services. Customers may review the certificate.
Social Media Publishing
Axon provides social media features that enable Customer’s and their end users (“Users”) to share Customer Content directly from the Evidence Detail page in Axon Evidence to social media websites (“Publish to Social Media Feature”). For example: when a User uploads a video directly to YouTube from Axon Evidence. This may include Customer Content such as video, audio, images or other types of media or multimedia; and the title, description and tags associated with those media. Customer Axon Evidence administrators can manage the enablement of this feature, for all Users, within the administrative functions of Axon Evidence. The use of this feature by Users may result in the collection or sharing of information about them, depending on the feature. The privacy and security practices of the social media website is not covered by this Policy, and Axon is not responsible for, or makes attestations regarding, their privacy or security practices. When Users enable the Publish to Social Media Feature, and/or publish content to a social media website using this feature, they acknowledge and agree to be bound by the terms of service and privacy policy(s), if applicable, of the social media website in which the Customer Content is published to. Axon encourages Users to review the terms of service and privacy policy(s) of the social media website, to make sure they understand the data that may be collected, used, and shared by the website.
Google LLC, (YouTube API Services): Axon uses YouTube's API services in connection with our Publish to Social Media Feature. When Users link, connect, or login (“Connect”) their Google account(s) with Axon Evidence, they are agreeing to be bound by the YouTube Terms of Service (https://www.youtube.com/t/terms). In addition, they are directing Google to send Axon data as controlled by Google or as authorized by the User via their privacy settings at Google. Through YouTube's API services, Axon only accesses, collects, and stores a token which Axon uses to Connect the associated Google account(s) with Axon Evidence. The token is only used to enable a user to upload a video to YouTube and is not shared with external parties. Axon does not obtain or store the associated Google account(s) login credentials, through YouTube's A PI services.
Google has settings that list which apps can connect to a Google account(s). When Users Connect an associated Google account(s) to Axon Evidence, Axon Evidence gets authorized in these settings as a connected site or app. If Users remove Axon Evidence from these settings, its access to the account is revoked. Users may revoke this access at any time by following the instructions here: https://help.axon.com/hc/en-us/articles/360052689392-Removing-Axon- Evidence-Access-to-Your-YouTube-Account. Revoking Axon Evidence access will prevent Users from publishing videos to YouTube from Axon Evidence.
Axon encourages Users to review YouTube's Terms of Service (https://www.youtube.com/t/terms) and Google's Privacy Policy (http://www.google.com/policies/privacy) to make sure they understand the data that may be collected, used, and shared by Google.
Insurance
Axon will maintain, during the term of the Agreement, a cyber-insurance policy and will furnish certificates of insurance as set forth in the Master Agreement and any appendices thereto.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Master Services and Purchasing Agreement
Title: [Title]
How to Contact Us
Axon commits to resolve complaints about Customer privacy and use of Axon Products. Complaints surrounding this Policy can be directed to Customer's local Axon representative or [email protected]. If Customer has any questions or concerns regarding privacy and security of Customer Content or Axon's handling of Customer's Personal Data under Privacy Shield, please contac t [email protected].
If Customer is an EU citizen and we are unable to satisfactorily resolve any complaint relating to the Privacy Shield, or if Axon fails to acknowledge Customer's complaint in a timely fashion, Customer can contact the relevant EU Data Protection Authorities (DPAs) or the Swiss Federal Data Protection and Information Commissioner (FDPIC). In certain circumstances, the Privacy Shield provides the right to invoke binding arbitration to resolve complaints not resolved by other means, as described in Annex I to the Privacy Shield Principles in each of the Privacy Shield Frameworks. Axon is subject to the investigatory and enforcement powers of the U.S. Federal Trade Commission.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F
{00028001.DOCX; 4}
Last updated 2/5/21
Appendix A – UNIVERSITY OF NEBRASKA TECHNOLOGY
Software/Services Standardized Agreement Language
Introduction
The purpose of this document is to incorporate specific terms and conditions pertinent to technology at the University of Nebraska. This document addresses select topics of particular importance to Information Technology Services (“ITS”) in order to be compliant with Board of Regents Policies, as well as Nebraska State laws.
1. INCORPORATION BY REFERENCE
This UNIVERSITY OF NEBRASKA TECHNOLOGY Software/Services Standardized Agreement Language is attached to and incorporated by reference into the Master Agreement (“Agreement”) between Axon Enterprise, Inc. (“Service Provider”) and the Board of Regents of the University of Nebraska as Appendix A.
2. OWNERSHIP AND PROPRIETARY RIGHTS
2.1 Service Provider owns and retains all right, title and interest in Service Provider-Owned Materials. ITS owns and retains all right, title and interest in ITS’s Owned Materials. ITS Students own and retain all right, title and interest in ITS Student-Owned Material. ITS acknowledges and agrees that, unless otherwise agreed by Service Provider in writing, Service Provider is the sole and exclusive owner of all rights, including but not limited to all patent rights, copyrights, trade secrets, trademarks, and other proprietary rights in the systems , programs, specifications, user documentation, and other Service Provider-Owned Materials used by Service Provider in the course of its provision of services hereunder . ITS also acknowledges and agrees that in entering into this Agreement, ITS acquires no ownership rights in Service Provider-Owned Materials. ITS shall not copy, transfer, sell, distribute, assign, display, or otherwise make Service Provider -Owned Materials available to third parties. Service Provider acquires no rights of ownership in or to the ITS owned Materials or the Student-Owned Materials; or anything that is provided to Service Provider by ITS, including but not limited to business processes, software and related documentation. Any modification s or enhancements to the ITS Owned Materials or the Student-Owned Materials including those suggested or implemented by Service Provider, shall belong to ITS.
Service Provider agrees that its rights to use any such materials or data provided by ITS, including all ITS-owned Materials is limited to such use as is necessary to permit Service Provider to perform Services and obligations in this Agreement.
2.2 ITS has the responsibility for providing Service Provider with the copyright notice language to appea r on websites, delivered course content and/or assessments, and on any related practice and/or demonstration materials. Service Provider will have the responsibility for ensuring that the copyright notice language provided to Service Provider by ITS will appear as provided on any applicable materials. Any copyright notice language or other language acknowledging Service Provider ’s ownership or other legal rights of Service Provider which appears on websites, course content and/or assessments, and in a ny practice and/or demonstrational materials will be limited to such language as is necessary to protect Service Provider's legal rights. Unless provided to Service Provider by ITS, no language acknowledging the legal rights of any third party shall appea r on materials without the prior written consent of ITS.
2.3 Notwithstanding anything in the Agreement to the contrary, any and all Deliverables (defined below) shall be the sole and exclusive property of ITS. Notwithstanding the foregoing, the intellectual capital (including without limitation, ideas, methodologies, processes, inventions and tools) developed or possessed by Service Provider prior to, or acquired during, the performance of the Scope of Work shall be Service Provider-Owned Material.
2.4 Upon ITS’ request or upon the expiration or termination of this Agreement, Service Provider shall deliver or return all copies of the work to ITS. Service Provider is permitted, subject to its obligations of confidentiality, to retain one copy of the work for archival purposes and to defend its work product.
2.5 To the extent Service Provider develops any tangible work products identified as deliverables (“Deliverables”) DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F
{00028001.DOCX; 4}
Last updated 2/5/21
solely for the use of ITS during the Term or Terms of this Agreement, Service Provider shall grant to ITS a royalty- free, worldwide, non-transferable, non-exclusive, perpetual right to use such work. Service Provider will retain all intellectual property rights and ownership in such work.
2.7 ITS recognizes that Service Provider’s business depends substantially upon the accumulation of learning, knowledge, data, techniques, tools, processes, and generic materials that it utilizes and develops in its engagements. ITS’s business also depends substantially upon the a ccumulation and application of learning, knowledge, data, techniques, tools, processes, and generic materials that it utilizes and develops through collaboration with Service Provider and other service providers. Accordingly, to the extent material that i s used in, enhanced, or developed in the course of providing Services hereunder is of a general abstract character, or may be generically re-used, and does not contain Confidential Information of ITS, then Service Provider will own such material including, without limitation: methodologies; delivery strategies, approaches and practices; generic software tools, routines, and components; generic content, research and background materials; training materials; application building blocks; templates; analytical models; project tools; development tools; inventions; solutions and descriptions thereof; ideas; and know-how (collectively “Know-how”) developed by Service Provider and ITS will own the Know -how developed by ITS. To the extent such Know -how is contained or reflected in the Work Product, each party hereby grants the other a fully paid up, perpetual license to use such Know-how. Neither party will sublicense or sell Know-How of the other party to any third party, and neither party will use or exploit the Know- How of the other party to compete with the information technology and professional services of Service Provider or the educational services and delivery of ITS.
3. DATA USE
As between the parties, ITS will own, or retain all of its rights in, all data and information that ITS provides to the Service Provider, as well as all data managed by Service Provider on behalf of ITS, including all output, reports, logs, analyses, and other materials relating to or generated by the Services, even if generated by the Service Provider, as well as all data obtained or extracted through ITS’ or Service Provider’s use of the Services (collectively, the ITS Data). The ITS Data also includes all data and information pro vided directly to Service Provider by ITS students and employees, and includes personal data, metadata, and user content. The ITS Data will be ITS’ Intellectual Property and Service Provider will treat it as ITS’ confidential and proprietary information.
Service Provider will not use, access, disclose, or license or provide to third parties, any ITS Data, or materials derived therefrom, except: (i) to the extent necessary to fulfill Service Provider’s obligations to ITS hereunder; (ii) as authorized in writing by ITS, and (iii) in compliance with Axon’s Cloud Services Privacy Policy attached to the Agreement. Without limiting the generality of the foregoing, Service Provider may not use any ITS Data, whether or not aggregated or de -identified, for product development, marketing, profiling, benchmarking, or product demonstrations, without, in each case, ITS’s prior written consent. Upon request by ITS, Service Provider will deliver, destroy, and/or make available to ITS, any or all of the ITS Data.
4. PROPRIETARY AND CONFIDENTIAL INFORMATION
4.1 Service Provider acknowledges and understands that in connection with this Agreement, the performance of the Scope of Work and otherwise, Service Provider has had or shall have access to, has obtained or shall obtain, or has been or shall be given ITS’ Confidential Information (as defined herein). For purposes of this Agreement, “Confidential Information” means all information provided by ITS, or ITS students to Service Provider, including without limitation information concerning the ITS’ business strategies, political and legislative affairs, students, employees, vendors, service providers, student records, customer lists, finances, properties, methods of operation, computer and telecommunications systems, so ftware and documentation, student materials, student name and other identifying information which is generated by the student, such as biometrics. Confidential Information includes information in any and all formats and media, including without limitation oral communication, and includes the originals and any and all copies and derivatives of such information. Service Provider shall comply with all applicable federal, state and local laws restricting access, use and disclosure of protected information.
4.2 Service Provider shall use the Confidential Information only if and when required for the performance of the Services, and for no other purpose whatsoever, and only by Service Provider employees engaged in that DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F
{00028001.DOCX; 4}
Last updated 2/5/21
performance. Service Provider may also share Confidential Information with its corporate affiliates and with agents and service providers who are bound by similar obligations of confidentiality and who need such information as part of Service Provider’s performance under this Agreement. Service Provider shall forward any request for disclosure of Confidential Information to:
Information Technology Services
Canfield Administration Building North (ADMN) 332
Lincoln, NE 68588-0435
4.3 Service Provider acknowledges and understands that ITS is required to protect certain Confidential Information from disclosure under applicable law, including but not limited to the Family Educational Rights and Privacy Act (“FERPA”), the Gramm Leach Bliley Act (“GLBA”), or the Nebraska Public Records Law, including regulations promulgated thereunder, as the laws and regulations may be amended from time to time. The Confidential Information that is protected under FERPA was provided to the Service Provider as it is handling an institution service or function that would ordinarily be performed by ITS’ employees. Service Provider agrees that it shall be obligated to protect the Confidential Information in its possession or control in accordance with the Privacy Laws and as a “school official” under FERPA. The Service Provider further agrees that it is subject to the requirements governing the use and re-disclosure of personally identifiable information from education records as provided in FERPA.
4.4 Service Provider may disclose Confidential Information as required by legal process. If Service Provider is required by legal process to disclose Confidential Information, Service Provider shall immediately notify ITS, and before disclosing such information shall allow ITS reasonable time to take appropriate legal action to prevent disclosure of the Confidential Information.
4.5 Service Provider's obligations with respect to Confidential Information shall survive the expiration or the termination of this Agreement.
4.6 Service Provider acknowledges that its failure to comply fully with the restrictions placed upon use, disclosure and access to Confidential Information may cause ITS grievous irreparable harm and injury.
Therefore, any failure to comply with the requirements of this section may be a material breach of this Agreement.
4.7 Except to the extent otherwise required by applicable law or professional standards, the obligations under this section do not apply to information that (1) is or becomes generally known to the public, other than as a result of disclosure by Service Provider, (2) had been previously possessed by Service Provider without restriction against disclosure at the time of receipt by Service Provider, (3) was independently developed by Service Provider without violation of this Agreement, or (4) Service Provider and ITS agree in writing to disclose.
To the extent allowed by Nebraska State Law, each party shall be deemed to have met its nondisclosure obligations under this section as long as it exercises the same level of care to protect the other’s information as it exercises to protect its own Confidential Information.
4.8 Service Provider agrees to use Student-Owned Materials, ITS Owned Materials and ITS’ Confidential Information only as necessary to perform its responsibilities under this Agreement, keep it confidential in accordance with this Agreement and use reasonable commercial efforts to prevent and protect the contents of these materials, or any parts of them, from unauthorized disclosure. Further, Service Provider will take industry standard measures to protect the security and confidentiality of such information including controlled and audited access to any location where such confidential and proprietary data and materials resi de while in the custody of Service Provider and employing security measures to prevent system attacks (e.g., hacker and virus attacks).
4.9 Upon termination, cancellation, expiration or other conclusion of the Agreement, Service Provider shall return all Confidential Information to ITS or, if return is not feasible, destroy any and all Confidential Information without the prior written authorization from ITS. If the Service Provider destroys the information, the Service Provider shall provide ITS with a certificate confirming the date of destruction of the data. Any data referred to DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F
{00028001.DOCX; 4}
Last updated 2/5/21
in this section that is still within Service Provider’s actual or constructive control shall be subject to the terms of this Agreement in perpetuity.
4.10 ITS will implement security measures at its offices and all other associated facilities to ensure the confidentiality of Service Provider’s Confidential Information and materials in manner like that provided by ITS for its own information and materials identified as confidential under this Agreement. Unless otherwise provided by separate agreement, upon termination of this Agreement, ITS shall return to Service Provider all Service Provider-Owned Materials, including software, Source Code, and/or docume ntation provided to ITS by Service Provider; alternatively, and at Service Provider’s option, ITS shall destroy any or all of the aforementioned beyond recoverability. ITS shall not retain any electronic or other copies of any Service Provider-Owned Materials or other Service Provider Proprietary and Confidential Information absent of prior written authorization from Service Provider.
4.11 Service Provider agrees to abide by the limitation on re-disclosure of personally identifiable information (PII) from education set forth in The Family Educational Rights and Privacy Act and with the terms set forth below. 34 CFR 99.33 (a)(2) states that the officers, employees and agents of a party that receives education record information from ITS may use the information but only for the purposes for which the disclosure of the information was made. Further, Service Provider agrees to protect all ITS sensitive data including all PII, financial, corporate business intelligence or intellectual property of ITS faculty, staff, and employees in accordance with generally accepted Information security standards and best practices.
5. INTENTIONALLY OMITTED
6. TERMINATION
6.1 The University may terminate this Agreement upon thirty (30) days’ written notice in accordance with the terms of the Agreement.
6.2 The University may terminate this Agreement upon any breach by Service Provider of the terms of this Agreement, any Business Associate Addendum, or incorporated attachment to the Agreement, in accordance with the terms of the Agreement.
6.3 Service Provider may terminate this Agreement if the University materially breaches this Agreement and then fails to correct such breach within thirty (30) days following receipt of written notice from Service Provider.
In the event of an uncorrected breach by the University, the Service Provider shall be entitled to recover actual amounts owed by the University to Service Provider that accrued on or before the date of termination. Service Provider expressly waives and disclaims any right or remedy it may have to unilaterally de-install, disable or repossess any Software of any portion thereof.
6.4 The University’s rights to the Software as provided in this Agreement will survive a bankruptcy claim by the Service Provider consistent with applicable laws. The rights granted under this Agreement shall be deemed a license of “intellectual property” for purposes of the United States Code, Title 11 (“Bankruptcy Code”), Section 365(n). In the event of the bankruptcy of Service Provider and a subsequent rejection of this Agreement, the University may elect to retain its license rights, subject to and in accordance with the provisions of the Bankruptcy Code or other applicable law.
6.5 The following Sections shall survive the expiration or termination of this Agreement: Grant of License; Ownership and Proprietary Rights; Warranties, Representations and covenants; Limitation of Liability; University Data; Privacy; Cyber Insurance; Termination; and Audit Rights. Any terms of th is Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assigns.
7. SECURITY
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F
{00028001.DOCX; 4}
Last updated 2/5/21
7.1 Service Provider will implement security measures at its offices and all other associated facilities in connection with Service Provider software to ensure the strictest confidentiality of ITS’ Owned Materials, ITS’ Confidential Information, and all other confidential information and materials. These measures will include, without limitation, encryption, use of a sign-on and access privilege system and other measures described in this Agreement, and such other measures as Service Provider deems necessary in its professional discretion.
Service Provider shall impose these measures on all subcontractors used by Service Provider.
7.2 Service Provider shall endorse ITS’ requirement to adhere to the University of Nebraska’s (ITS) IT Security Standards (http://idm.unl.edu/authentication-services-policy). ITS is required to assess risks, ensure data integrity, and determine the level of accessibility that must be maintained. Specific activit ies include:
A. Identification of security, privacy, legal, and other organizational requirements for recovery of institutional resources such as data, software, hardware, configurations, and licenses at the termination of the contract.
B. Assessment of the Service Provider’s security and privacy controls.
C. Including ITS’ security and privacy requirements in the agreement.
D. Periodic reassessment of Service Provider services provisioned to ensure all contract obligations are being met and to manage and mitigate risk.
7.3 Service Provider shall (i) establish and maintain industry standard technical and organizational measures to help to protect against accidental damage to, or destruction, loss, or alteration of the materials; (ii) establish and maintain industry standard technical and organizational measures to help to protect against unauthorized access to the Services and materials; and (iii) establish and mainta in network and internet security procedures, protocols, security gateways and firewalls with respect to the Services. Service Provider software and its components are equipped and/or designed with systems intended to prevent industry known system attacks (e.g., hacker and virus attacks) and unauthorized access to Confidential Information.
7.4 For the purposes of this article, a “Breach” has the meaning given to it under relevant Nebraska or federal law, for example; the Nebraska Financial Data Protection and Consumer Notification of Data Security Breach Act of 2006 (codified at Neb. Rev. Stat. § 87-802) (See 9.5). Service Provider’s report shall identify: (i) the nature of the unauthorized use or disclosure, (ii) the CDI used or disclosed, (iii) the identi ty of the individual or entity that received the unauthorized disclosure, (iv) any pertinent application, access, or security logs or analysis (v) the action(s) that the Service Provider has taken or shall take to mitigate any potentially negative effects of the unauthorized use or disclosure, and (vi) the corrective action(s) the Service Provider has taken or shall take to prevent future similar unauthorized uses or disclosures. Service Provider shall provide additional information in connection with the unauthorized disclosure reasonably requested by ITS.
In the event of a breach arising out of Service Providers negligence or misconduct, Service Provider agrees to promptly reimburse all costs to ITS arising from such breach, including but not limited to (i) costs of notification of individuals, (ii) credit monitoring and/or identity restoration services, (iii) time of ITS personnel responding to the breach, (iv) civil or criminal penalties levied against ITS, attorneys’ fees, court costs, etc.
7.5 The contact for the ITS Computer Incident Response Team (CIRT) shall be identified as: 402-472-5700 or [email protected]. Report any confirmed or suspected breach of University data to ITS’s CIRT within forty-eight (48) hours of discovery or detection.
7.6 ITS or an appointed audit firm (Auditors) has the right to audit Service Provider. Audits will be at ITS’ sole expense which includes operational charges by Service Provider, except where the audit reveals material noncompliance with contract specifications, in which case the cost, inclusive of operational charges by Service Provider, will be borne by the Service Provider. In lieu of ITS or its appointed audit firm performing their own audit, if Service Provider has an external audit firm that performs a review, ITS has the right to review the controls tested as well as the results and has the right to request additional controls to be added to the certified report for testing the controls that have an impact on ITS data.
7.7 Service Provider will, prior to the Agreement effective date and annually thereafter during the Term (as well as promptly after any Security Breach), engage an independent CPA firm to conduct a review of controls DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F
{00028001.DOCX; 4}
Last updated 2/5/21
over security, availability, processing integrity, confidentiality and privacy related to the Service Provider’s information technology system. Such review will be conducted at the Service Provider’s expense and in accordance with the AICPA’s Statements on Standards for Attestation Engagements No. 16 (“SSAE”) Service Organization Controls Type 1 or Type 2 report (SOC 1/SOC 2). Service Provider will provide ITS with a copy of the SOC report within thirty (30) days of the ITS’ request. If exceptions are noted in the SOC audit, Service Provider will document a plan to promptly address such exceptions and will implement corrective measures within a reasonable period. Service Provider will provide a copy or summary of the exception remediation plan within thirty (30) days of ITS’ request and keep ITS informed of the progress and completion of corrective measures. If a SOC audit has not been conducted in the past twelve (12) months and Service Provider is unable to provide associated SOC reports, at ITS’ request, Service Provider will appoint a qualified CPA firm to conduct a SOC audit and shall provide ITS with a copy of each applicable SOC report at Service Provider’s expense. To the extent the SOC reports provided to ITS do not satisfy ITS’ reporting or audit requirements, ITS may conduct its own audits at its expense.
7.8 The Federal Trade Commission has promulgated regulations collectively known as the “Red Flags Rule” with which ITS must comply. See 16 CFR 681. Under the Red Flags Rule, ITS must ensure that Service Provider either complies with ITS’ identity theft Program or that Service Provider has its own policies and procedures in place to detect and respond to identity theft Red Flags. Service Provider represents and warrants that is has reasonable policies and procedures in place to detect, prevent and mitigate identity theft. Service Provider shall review and comply with all relevant portions of ITS’ identity theft policy, if any, as well as any applicable ITS identity theft plan. Service Provider shall report any Red Flags that it detects in connection with the Agreement to ITS.
8. CYBER INSURANCE
The Service Provider agrees to purchase and maintain throughout the term of this Agreement a technology/professional liability insurance policy, including coverage for network security/data protection liability insurance (also called “cyber liability”), covering liabilities for financial loss resulting or arising from acts, errors, or omissions in rendering technology/professional services or in connection with the specific services described in violation or infringement of any right of privacy, including: breach of security and breach of security/privacy laws, rules or regulations globally, now or hereinafter constituted or amended; data theft, damage, unauthorized disclosure, destruction, or corruption, including without limitation, unauthorized access, unauthorized use, identity theft, theft of personally identifiable information or confidential corporate information in whatever form, transmission of a computer virus or other type of malicious code, and participation in a denial of service attack on third party computer systems; loss or denial of service; no cyber terrorism exclusion, with a minimum limit of $10,000,000 each and every claim and in the aggregate. Such coverage must include technology/professional liability including breach of contract, privacy and security liability, privacy regulatory defense and payment of civil fines, payment of credit card provider penalties, and breach response costs (including without limitation, notification costs, forensics, credit protection services, call center services, identity theft protection services, and crisis management/public relations services).
Such insurance must explicitly address all of the foregoing without limitation if caused by an employee of the Service Provider or an independent contractor working on behalf of the Service Provider in performing services under this Agreement. The policy must provide coverage for wrongful acts, claims, and lawsuits anywhere in the world. Such insurance must include affirmative contractual liability coverage for the data breach indemnity in this Agreement for all damages, defense costs, privacy regulatory civil fines and penalties, and reas onable and necessary data breach notification, forensics, credit protection services, public relations/crisis management, and other data breach mitigation services resulting from a confidentiality or breach of security by or on behalf of the Service Provider.
9. MISCELLANEOUS TERMS
9.1 Accessibility (Section 508 ADAA Compliance). If the solution includes any end -user-facing human interface, such as an end -user device software component or web site form, file upload system, etc. , then the Service Provider shall conform with the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA Success Criteria to the greatest extent possible. . The Service Provider further agrees to indemnify and hold harmless the DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F
{00028001.DOCX; 4}
Last updated 2/5/21
University of Nebraska campuses and system u sing the Service Provider’s products or services from any third party claim arising out of its failure to comply with the aforesaid requirements .
ITS, at its discretion, may at any time test the Service Provider’s products or services covered by this Agreement to ensure compliance with the requirements set forth above. If ITS has any accessibility issues, then ITS must contact it’s designated Service Provider representative or [email protected] and identify the particular accessibility issue(s) with as much specificity as possible. If an accommodation is found to be necessary due to a verified accessibility issue, then Service Provider agrees to remediate the accessibility issue upon request or provide an alternative accommodation at Service Provider’s cost. If the accessibility issue cannot be immediately remediated, then Axon will provide a reasonable timeline for any requested remediation or accommodation. Service Provider agrees that, upon ITS’s written request, Service Provider will provide updates or reports to ITS regarding Service Provider’s progress with respect to any requested remediation or accommodation. Testing that results discovery of a verified accessibility issue may, in ITS’s sole discretion, result in payments for impacted products or services under the Agreement being withheld. All withheld amounts will be paid to the Service Provider upon correction of the non-compliance and acceptance by ITS. Said acceptance will not be unreasonably withheld.
Failure to comply with these requirements shall constitute a breach and be grounds for termination of this Agreement and a pro-rated refund of fees paid from ITS for the remainder of original contract period.
The parties agree that a verified accessibility issue will not include issues due to intermediary interference (e.g. virus protection software, outdated web browsers or outdated assistive technology) or a user’s inability to properly utilize compliant assistive technology. Client agrees to cooperate an d work with Axon to discuss options for accessibility and accommodations. If the parties cannot agree that there is a verifiable accessibility issue, then Axon reserves the right to consult with an independent and mutually agreeable accessibility expert to verify the accessibility issue, provide remediation options and/or provide an alternative accommodation. Such right shall not affect University’s right to withhold payment set forth above. To the extent that Axon utilizes other third-party applications or plug-ins, now or in the future, Axon encourages third-parties to make their products and services accessible. These third-party applications and/or plug-ins are not controlled by Axon and may present challenges for individuals with disabilities that Axon may not be able to control or remedy.
9.2 University & State College Participation. In some instances, state colleges or state agencies may wish to explore the possibility of sharing in the benefits of this contract.
9.3 Examination of Records. ITS shall have access to and the right to examine any pertinent books, documents, papers, and electronic records such as logs of the Service Provider involving transactions and work related to this Agreement. Service Provider shall retain project records for a period of three (3) years from the date of final payment.
9.4 Assistance with Litigation or Investigation. E-Discovery: In order to provide ITS with the ability to be compliant with e-discovery rules, Service Provider must provide the following where “relevant data” might include any data stored regarding any person affiliated with ITS, access logs, activity logs, transaction logs, changes to access rights, etc., as detailed by the system architecture and practices pro vided by Service Provider.
The rest of this page is left intentionally blank.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F
{00028001.DOCX; 4}
Last updated 2/5/21
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F
{00028001.DOCX; 4}
Last updated 2/5/21
For the Board of Regents of the University of Nebraska
Signature: __________________________________________________ Date: _______
Printed Name: _______________________________________________
Title: ______________________________________________________
For the Service Provider (Service Provider)
Signature: __________________________________________________ Date: _______
Printed Name: _______________________________________________
Title: ______________________________________________________
I affirm that if I am an employee of the University of Nebraska, I have notified buyer of my status as such and that this contract must be completed in accordance with Board of Regents Policy 6.2.1.12, Purchases involving University Personnel.
Notice. Any notice to either party hereunder shall be in writing and shall be served either personally or by registered or certified mail addressed to the following individuals:
To the Service Provider: To the University:
_______________________________________ _____________________________________
_______________________________________ _____________________________________
_______________________________________ _____________________________________
_______________________________________ _____________________________________ Axon Enterprise, Inc.
Attn: General
Counsel
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F 12/16/2022 | 12:06 PM MST
Robert E Driscoll
17800 N 85th Street
Scottsdale, AZ 85255
VP, Assoc. General Counsel
1700 Y Street, BSC 125
Legal Notices
Lincoln, NE 68588-0645
C/O P2P Procurement Contracts
Chris Kabourek
Senior VP | CFO
12/21/22 | 12:48 CST
Service Offerings Agreement
Title: [Title]
Department: Legal
Version: 1.0
Release Date: 6/9/2021
Part 1 – Axon Evidence Service Level Agreement
This Service Level Agreement ( SLA) identifies the Axon Evidence Service Offerings and the expected level of services between Axon 1 (Axon, us or we) and users of Service Offerings (Customer or you). Unless otherwise provided in this SLA, this SLA is subject to the terms of the purchase agreement, or other similar agreement, if any, between Axon and Customer. This SLA applies separately to each Customer using Service Offerings. By using Service Offerings, you agree that you understand this SLA and you accept and agree to be bound by the following terms and conditions. Axon reserves the right to update and change the terms of this SLA. When we p ost changes, we will revise the “last updated” date at the top of this page. If there are adverse material changes to this SLA, we will inform you by directly sending you a notification. We encourage you to periodically review the most current version of t he Axon Cloud Services Maintenance Schedule by visiting: https://www.axon.com/products/axon- evidence/maintenance-schedule.
Definitions
“Axon Cloud Services” means Axon’s web services for Axon Evidence, Axon Records, Axon Dispatch, and interactions between Evidence.com and Axon devices or Axon client software.
Axon Cloud Service excludes third -party applications, hardware warranties, and my.evidence.com.
“Downtime” means periods of time, measured in minutes, in which the Service Offering is Unavailable to you. “Downtime” does not include Scheduled Downtime and does not include Unavailability of the Service Offering due to limitations described under the section Exclusions.
“Incident” means a disruption of Service Offerings during which the Customer experiences Downtime.
“Maximum Available Minutes” means the total amount of accumulated minutes during a Service Month for the Service Offering.
“Monthly Uptime Percentage” means (Maximum Available Minutes - Downtime) / Maximum Available Minutes * 100.
“Scheduled Downtime” means periods of time, measured in minutes, in which the Service Offering is unavailable to Customer, which fall within scheduled routine maintenance or planned maintenance timeframes.
“Service Month” means a calendar month at Coordinated Universal Time (UTC).
1 “Axon” refers to the Axon entity that you are in a contractual agreement with for the provision of Axon Cloud Services, including but not limited to Axon Public Safety UK Limited, Axon Public Safety Germany SE, etc.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Service Offerings Agreement
Title: [Title]
Department: Legal
Version: 1.0
Release Date: 6/9/2021
“Service Credits” means credits received by users of Service Offerings in the event that the service level objectives are not achieved.
“Service Offerings” means all Axon Evidence services provided by Axon pursuant to this SLA. “Unavailable” and “Unavailability” means a situation where the Service Offering does not allow for the upload of evidence files, viewing of evidence files or interactive login by an end- user.
Service Level Objective
Axon will use commercially reasonable efforts to make the Service Offerings available 99.99% of the time. Guaranteed service level & Service Credits:
Monthly Uptime
Percentage
Service Credit in
Days
Less than 99.9% 3
Less than 99.0% 7
Requesting Service Credits
In order for Axon to consider a claim for Service Credits, you must submit the claim to Axon Customer Support (https://www.axon.com/contact) including all information necessary for us to validate the claim, including but not limited to: (i) a detailed description of the Incident; (ii) information regarding the time and duration of the Incident; (iii) the number and location(s) of affected users (if applicable); and (iv) descriptions of your attempts to resolve the Incident at the time of occurrence.
Service Maintenance
Maintenance will take place according to the prevailing Axon Cloud Services Maintenance Schedule: https://www.axon.com/products/axon-evidence/maintenance-schedule. Maintenance periods may periodically result in the Service Offerings being Unavailable to you. Downtime falling within scheduled routine or planned maintenance is Scheduled Downtime and is not eligible for Service Credits.
Emergency maintenance may have less than a 24 -hour notification period. Emergency maintenance may be performed at any time, with or without notice as deemed necessary by Axon. Emergency maintenance falling outside scheduled routine or planned maintenance is eligible for Service Credits.
Axon will make available updates as released by Axon to the Axon Cloud Services. The Customer is responsible for maintaining the computer equipment and internet connections necessary for use of Axon Cloud Services.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Service Offerings Agreement
Title: [Title]
Department: Legal
Version: 1.0
Release Date: 6/9/2021
For the support of Android & iOS Applications, including Axon View, Axon Device Manager, and Axon Capture, Axon will use reasonable ef forts to continue supporting previous version of such applications for 45 days after the change. In the event the Customer does not update their Android/iOS application to the most current version within 45 days of release, Axon may disable the application or force updates to the non-supported application.
Terms
Axon must receive the claim within one month of the end of the month in which the Incident that is the subject of the claim occurred. For example, if the Incident occurred on February 12th, we must receive the claim and all required information by March 31st.
We will evaluate all information reasonably available to us and make a good faith determination of whether a Service Credit is owed. We will use commercially reasonable efforts to process claims during the subsequent month and within forty -five days of receipt. You must be in compliance with all Axon agreements in order to be eligible for a Service Credit. If we determine that a Service Credit is owed to you, we will apply the Service Credit to t he end of your Service Offering subscription term. Service Credits may not be exchanged for or converted to monetary amounts.
Exclusions
This SLA does not apply to any unavailability, suspension or termination of the Service Offerings, or any other Axon Evidence performance issues: (a) caused by factors outside of our reasonable control, including any force majeure event, terrorism, sabotage, virus attack or Customer internet access and related problems beyond the demarcation point of the Service Offerings (including Domain Name Server issues outside our direct control); (b) that result from any actions or inactions of you or a third party; (c) that result from your communication delays, including wrong, bad or missing data, improperly formatted, organized or transmitted data received from you, or any other data issues related to the communication or data received from or through you; (d) that result from your equipment, software or other technology and/or third party equipment, software or other technology ( other than third party equipment within our direct control); (e) that result from any maintenance as provided for pursuant to this SLA; or (f) arising from our suspension and termination of your right to use the Service Offerings in accordance with the agreement for the provision of Axon Evidence between you and Axon.
Planned Maintenance
Axon may schedule and plan maintenance windows outside of the timeframes detailed in “Scheduled Routine Maintenance”.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Service Offerings Agreement
Title: [Title]
Department: Legal
Version: 1.0
Release Date: 6/9/2021
Scheduled Routine Maintenance : routine maintenance is scheduled on the fourth Tuesday of each month in Pacific Time (PT)*:
* Pacific Time (PT) observes daylight savings. UTC time data is reflective of maintenance windows regardless of daylight savings observation .
Refer to UTC to calculate local time of maintenance.
** Maintenance performed on UK and AU a week after the fourth Tuesday of each month *** Time period includes time on Wednesday in UTC
**** Time period is on Wednesday in UTC
Emergency Maintenance
Patches and emergency releases are used to deliver ad -hoc application fixes and are typically seamless to customers. Whenever possible, patches and emergency releases are deployed during off-peak hours and without Downtime. Emergency releases are conducted on an as-needed basis and can occur any day of the week.
Axon Device Firmware Updates
Firmware updates and enhancements to Axon devices are pushed from Axon Cloud Services.
Customer interaction is not required. Updates are retrieved, installed and validated during the normal device charging and data transfer process. Firmware updates are systemically rolled out to customers in waves.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Service Offerings Agreement
Title: [Title]
Department: Legal
Version: 1.0
Release Date: 6/9/2021
Notification of Maintenance
Notification of upcoming routine maintenance is not provided in advance unless there has been a change to the Scheduled Routine Maintenance. Approximately one (1) week prior to the routine maintenance, release notes are provided to Axon Evidence customer administrators.
If planned maintenance is required, Axon will communicate via email to Axon Evidence Customer administrators at least one (1) week in advance.
In the event of scheduled routine or planned maintenance that requires customer action (e.g. updating network settings), Axon will communicate via email at least sixty (60) days prior to the maintenance. Please Note: If emergency maintenance that requires customer action is necessary, Customers may be notified less than one (1) week in advance.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Service Offerings Agreement
Title: [Title]
Department: Legal
Version: 1.0
Release Date: 6/9/2021
Part 2 - Customer Support Response Statement
Axon has implemented Incident response policies and practices for Axon devices and Axon Cloud Services, which follow i ndustry best practice standards. Axon reserves the right to change the terms of these response policies.
Definitions
“Business Day” means Monday to Friday 08:00 – 17:30, excluding public holidays. “BOD” means the Board of Directors
“Incident” means a fault related to an Axon product or Axon Cloud Services experienced by the Customer.
“Targeted Response Time” means the target timeframe for Axon to respond to Customer and/or escalate the Incident within the “Axon Customer Support Solution”. “Targeted Resolution Time” means the target timeframe for the full resolution of the Incident. It excludes time delays caused by Customer or third parties outside of Axon’s reasonable control.
“Workaround” means a method for overcoming an Incident allowin g the Customer to operate the core function of Axon devices and/or Axon Cloud Services.
Axon Support Channels
Axon Resource Centre: https://my.axon.com
Telephone:
US & Canada: 800-978-2737
UK: +44 (0)1327 709 666
Email:
UK: [email protected]
Germany: [email protected]
Rest of EMEA: [email protected] or [email protected]
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Service Offerings Agreement
Title: [Title]
Department: Legal
Version: 1.0
Release Date: 6/9/2021
Incident Classifications and Response Times
Incident
Classification
Description
Targeted
Response
Time
Targeted
Resolution
Time
Customer Response
Commitment
Severity 1
- Business critical
function is down
- Material impact
to Customer's
business
- No Workaround
exists
Less than 1
hour
Less than 24
hours
Customer shall remain
accessible by phone for
troubleshooting from the
time a Severity 1 issue is
logged until such time as it is
resolved.
Severity 2
- Business critical
function is
impaired or
degraded
- There are time-
sensitive issues
that materially
impact ongoing
production
- Workaround
exists, but it is only
temporary
1 Business
Day
Less than 2
weeks
Customer shall remain
accessible by phone or other
electronic means for
troubleshooting from the
time a Severity 2 issue is
logged until such time as it is
resolved.
Severity 3
- Non-critical
function down or
impaired
- Does not have
significant current
production impact
- Performance is
degraded
1 Business
Day
Mutually
agreed
timeframe
based on
prioritization
For Customers with 4 levels of Incident classification such as Critical, High, Medium and Low, Axon will recognize this and will consider the two highest categories as “Severity 1”. For example:
Critical and High would be classed as a “Severity 1” Incident and managed accordingly.
Severity Level Determination
Customer shall reasonably self-diagnose each Incident and recommend to Axon an appropriate severity level designation. Axon shall validate your severity level designation or notify you of a proposed change to a higher or lower level with justification for the proposal. In the event of a conflict regarding the appropriate severity level designation, each party shall pr omptly escalate such conflict to its management team for resolution through consultation between the parties’ management, during which time the parties shall continue to handle the Incident support in accordance with Axon ’s severity level designation. In t he rare case a conflict requires a management discussion, both parties shall be available within one hour of the escalation.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Service Offerings Agreement
Title: [Title]
Department: Legal
Version: 1.0
Release Date: 6/9/2021
Escalation
Escalation
Level
Description
Escalation
Targeted
Response
Time
Targeted
Resolution
Time
Tier 1
Basic technical or
commercial issues -
Non-time critical
None Less than 6
hours
Less than 1
business day
Tier 2
Advanced technical
or commercial issues
- Non-time critical.
BoD / Country
Manager
Less than 4
hours
Less than 1
business day
Tier 3 Technical or
commercial issues -
Time critical
Country Manager
to Axon
BoD/Support
Team
Less than 2
hours
Less than 1
business day
Exclusions
This Customer Support Response Statement does not apply to any unavailability, suspension, or termination of the Service Offerings caused by all the exclusion events under Part 1 of this document , nor to services or hardware not within Axon ’s control. Hardware warranty will be dependent on Customer’s specific agreement with Axon and levels covered. Please see Part 3 for “ Return of Merchandise Authorization”.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Service Offerings Agreement
Title: [Title]
Department: Legal
Version: 1.0
Release Date: 6/9/2021
Part 3 – Return of Merchandise Authorization (RMA)
The Axon Evidence Device Return Service provides Customers with the ability to manage return merchandise authorization (RMA) requests within Axon Evidence.com. Authorized users will be able to create, update, save, submit, and track device returns for their agency in one place.
Hardware warranty will be dependent on Customer’s specific agreement with Ax on and levels covered.
Targeted Replacement Time:
Axon aims to have replacement devices shipped to the Customer within 48 hours from receipt of the faulty device (excluding weekends or public holidays).
Exclusions
The Return of Merchandise Authori zation do es not apply to services or hardware not within Axon’s control. Axon’s customer support will provide detail on return times as soon as possible to the Customer’s point of contact.
N.B. TASER products (conducted electrical devices) are not covered under the terms of this Return of Merchandise Authorization. Customers are requested to contact Customer support directly to report a faulty TASER device.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F {00054635.DOCX; 1} Page 1 of 12
4839-8157-6741.1
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement (this “Agreement ”) is entered into by and between Axon Enterprise, Inc., a Delaware corporation with an address located at 17800 N 85 th Street, Scottsdale, AZ 85255 (herein referred to as “Business Associate”) , and The Board of Regents of the University of Nebraska, a public body corporate,(herein referred to as “Covered Entity”) and shall be effective on the later of the dates of the parties’ signatures below (the “Effective Date”).
1. Definitions.
1.1. “HIPAA Regulations” means the Administrative Simplification requirements of the Health Insurance Portability and Accountability Act of 1996 (“ HIPAA”), and the regulations promulgated thereunder, including (i) the Standards for Privacy of Individually Identifiable Health Information at 45 C.F.R. Parts 160 and 164 (Subparts A and E) (the “ HIPAA Privacy Rule ”); (ii) the Administrative Requirements appli cable to Transactions at 45 C.F.R. Parts 160 and 162 (Subparts A and I) (the “Electronic Transactions Rule”); (iii) the Security Standards for the Protection of Electronic Protected Health Information at 45 C.F.R. Parts 160 and 164 (Subparts A and C) (the “HIPAA Security Rule”); and (iv) the Standards for Notification in the Case of Breach of Unsecured Protected Health Information at 45 C.F.R. Parts 160 and 164 (Subparts A and D).
1.2. “HITECH Act ” means the Health Information Technology for Economic and Clinica l Health Act, Title XIII of Division A and Title IV of Division B of the American Recovery and Reinvestment Act of 2009 (Pub. L. 111-5).
1.3. “Protected Health Information ” or “ PHI” means information, including demographic information, that (i) relates to the p ast, present, or future physical or mental health or condition of an individual, the provision of health care to an individual, or the past, present, or future payment for the provision of health care to an individual; (ii) identifies the individual (or there is a reasonable basis for believing that the information can be used to identify the individual); and (iii) is received by Business Associate from or on behalf of Covered Entity, is created by Business Associate on behalf of Covered Entity, or is made accessible to Business Associate by Covered Entity.
1.4. “Services” means provision of Axon Cloud Services as described in the agreement between the Parties (the “Underlying Agreement”).
1.5. “Successful Security Incident ” shall mean a Security Incident that results in the unauthorized access, use, disclosure, modification, or destruction of PHI.
1.6. “Unsuccessful Security Incident ” shall mean a Security Incident that does not result in unauthorized access, use, disclosure, modification, or destruction of PHI (including, for example, and not for limitation, pings on Business Associate ’s firewall, port scans, attempts to log onto a system or enter a database with an invalid password or username, denial-of-service attacks that do not result in the system being taken off -line, or malware such as worms or viruses).
1.7. Except as otherwise set forth in this Agreement, capitalized terms used, but not otherwise defined, in this Agreement shall have the same meaning s as those terms in the HIPAA Regulations. A reference in this Agreement to the HIPAA Regulations, the HIPAA Privacy Rule, the Electronic Transaction Rule, the HIPAA Security Rule and the HITECH Act DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F {00054635.DOCX; 1} Page 2 of 12
4839-8157-6741.1
means the law or regulation as may be amended from time to time. Any ambiguity in this Agreement shall be resolved to permit compliance with the HIPAA Regulations.
2. Business Associate’s Satisfactory Assurances.
2.1. Permitted Uses of PHI. Business Associate shall Use PHI only as necessary to perform the Services, for Business Associate’s proper management and administration, or to carry out Business Associate ’s legal responsibilities. If and only to the extent part of the Services, Business Associate may perform data aggregation with regard to the health care operations of Covered Entity.
2.2. Permitted Disclosures of PHI. Business Associate shall Disclose PHI only:
2.2.1. As necessary to perform the Services;
2.2.2. For Business Associate’s proper management and administrati on or to carry out Business Associate’s legal responsibilities, provided that:
2.2.2.1. The Disclosure is Required By Law; provided, however, that Business Associate shall notify Covered Entity no less than five (5) business days prior to any such Disclosure and provide Covered Entity with the opportunity to seek confidential treatment for any PHI Disclosed and cooperate with Covered Entity if it should seek confidential treatment; or
2.2.2.2. Prior to the Disclosure, Business Associate obtains reasonable written assurances from the person or entity to whom the PHI is Disclosed that:
(a) the PHI will be held in confidence and Used or further Disclosed only as Required By Law or for the lawful purpose for which it was Disclosed to the person or entity; and (b) the person or en tity will notify Business Associate of any instances of which it is aware in which the confidentiality of the PHI has been breached within two (2) days of becoming aware of such an occurrence.
2.3. Confidentiality Obligation. Business Associate will not Use or Disclose PHI other than as permitted by this Agreement or as Required By Law.
2.4. Safeguards. Business Associate agrees to implement appropriate administrative, physical, and technical safeguards to prevent the unauthorized Use and Disclosure of Protected Health Information, and to protect the confidentiality, integrity, and availability of Electronic Protected Health Information, as required by the HIPAA Regulations. Without limiting the foregoing, Business Associate agrees to comply with the requirements of the HIPAA Security Rule.
2.5. Deidentification. Business Associate may not de -identify Protected Health Inform ation except as necessary to provide the Services. Business Associate is prohibited from Using or Disclosing any such deidentified information for its own purposes without the prior DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F {00054635.DOCX; 1} Page 3 of 12
4839-8157-6741.1
written consent of Covered Entity . Business Associate is further prohibited from Disclosing such deidentified information to any third party who may reidentify such information, in violation of 45 C.F.R. 164. Such disclosure shall constitute a breach of this Agreement.
2.6. Access. If and to the extent Business Associate maintains PHI in a Designated Record Set, Business Associate shall make the PHI specified by Covered Entity available to the individual(s) identified by Covered Entity as being entitled to access in accordance with 45 C.F.R. § 164.524, as amended by the HITECH Act. If Covered Entity determines that an Individual is entitled to such access, and that such PHI is under the control of Business Associate, Covered Entity will communicate the decision to Business Associate. Covered Entity shall provide access to the PHI in the same manner as would be required for Covered Entity. If Business Associate receives an Ind ividual’s request to access his or her PHI, Business Associate shall forward such request to Covered Entity within five (5) business days.
2.7. Amendment. Upon request by an Individual, Covered Entity shall determine whether any Individual is entitled to amend his or her PHI pursuant to 45 C.F.R. § 164.526. If Covered Entity determines that an Individual is entitled to such an amendment, and that such PHI is both in a Designated Record S et and under the control of Business Associate, Covered Entity will communicate the decision to Business Associate. Business Associate shall provide an opportunity to amend the PHI in the same manner as would be required for Covered Entity. If Business Associate receives an Individual’s request to amend his or her PHI, Business Associate shall forward such request to Covered Entity within five (5) business days.
2.8. Accounting. Upon Covered Entity’s request, Business Associate shall make available to Covered Entity the information necessary to provide an accounting of each Disclosure of PHI made by Business Associate in accordance with 45 C.F.R. § 164.528. If Business Associate receives an Individual ’s request for an accounting of Disclosures, Business Associate shall forward such request to Covered Entity within five (5) business days and will thereafter follow the directions of Covered Entity with respect to such a request for an accounting.
2.9. Restrictions on Disclosures. Upon request by an Individual, Covered Ent ity shall determine whether an Individual is entitled to a restriction on disclosure of PHI pursuant to 45 C.F.R. § 164.522. If Covered Entity determines that an Individual is entitled to such a restriction, Covered Entity will communicate the decision to Business Associate .
Business Associate will restrict its Disclosures of the Individual’s PHI in the same manner as would be required for Covered Entity. If Business Associate receives an Individual’s request for a restriction, Business Associate shall forward such request to Covered Entity within five (5) business days.
2.10. Activities to Assist Covered Entity’s Compliance with the HIPAA Privacy Rule . In the event the performance of the Services requires Business Associate to perform any activity on behalf of Covered Entity in order to assist Covered Entity in complying with the HIPAA Privacy Rule, Business Associate agrees to comply with the requirements of the HIPAA Privacy Rule that apply to Covered Entity in the performance of such activity.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F {00054635.DOCX; 1} Page 4 of 12
4839-8157-6741.1
2.11. Access to Books and Records. Business Associate shall make its internal practices, books and records relating to the Use and Disclosure of PHI available to the Secretary for purposes of determining compliance with the HIPAA Regulations.
2.12. Background Screenings. Business Associate has obtained, at Business Associate’s own expense and in a manner compliant with all applicable local, state, federal and international laws, including the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum, a background screening for all of its Workforce members with access to any Protected Health Information , which background screening was completed consistent with current industry standard s and included, without limitation, a national federal criminal database check, a seven (7) year county of residence criminal conviction search, and, as applicable , an international criminal record check (a “Satisfactory Background Screening”) . If additional Workforce members (whether existing or new hires) will have access to any Protected Health Information, Business Associate shall ensure Business Associate has obtained a Satisfactory Background Screening for each such additional Workforce member prior to permitting him/her any access to Protected Health Information. Business Associate agrees to update any Workforce background screening upon reasonable request by Covered Entity, it being agreed that any request based upon the occurrence of any Breach or other illegal activ ity involving Business Associate or its personnel, or the reasonable suspicion of illegal activity involving Protected Health Information, or any regulatory requirements requiring such updates, would be deemed reasonable hereunder. Business Associate shall provide Covered Entity with evidence of the completion of the required Satisfactory Background Screenings upon Covered Entity’s request. Business Associate shall not hire, retain or engage any Workforce who will have access to any PHI who has been convicted (felony or misdemeanor) of or entered into a court-supervised diversion program for theft or fraud (including, but not limited to, embezzlement, larceny, perjury, forgery, credit card fraud, check fraud , identity theft), terrorism, or any other breach of trust or fiduciary duty crime.
2.13. Agents and Subcontractors. Business Associate shall not permit any agent, Subcontractor or other third party to create, access, receive, maintain, transmit, use, disclose or store PHI in any form on behalf of Business Associate without Covered Enti ty’s prior written consent. Business Associate agrees to ensure that any permitted agent or permitted Subcontractor to which it provides Protected Health Information agrees to the same requirements that apply through this Agreement to Business Associate with respect to such information and to enter into a written business associate agreement with any such agent or Subcontractor. Business Associate shall be liable to Covered Entity for any acts, failures or omissions of the agent or Subcontractor in prov iding the services as if they were Business Associate’s own acts failures or omissions to the extent permitted by law.
2.14. Reporting of Violations. Business Associate shall report to Covered Entity any of the following events within two (2) business days of becoming aware of the occurrence of the event:
2.14.1. Any Use or Disclosure of PHI not authorized by this Agreement;
2.14.2. Any Successful Security Incident; and
2.14.3. Any acquisition, access, Use or Disclosure of Unsecured PHI in a manner not permitted by the HIPAA Privacy Rule. Such report shall include the identification of each Individual whose Unsecured PHI has been, or is reasonably believed by DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F {00054635.DOCX; 1} Page 5 of 12
4839-8157-6741.1
Business Associate to have been, accessed, acquired, Used or Disclosed. As soon as possible thereafter, and to the extent known, Business Associate shall also provide Covered Entity with a description of:
2.14.3.1. What happened, including the date of the acquisition, access, Use or Disclosure and the date of its discovery;
2.14.3.2. The types of Unsecured PHI involved in the acquisition, access, Use or Disclosure;
2.14.3.3. Any steps Individuals should take to protect themselves from potential harm from the acquisition, access, Use or Disclosure; and
2.14.3.4. What Business Associate is doing to investigate the acquisition, access, Use or Disclosure, to mitigate harm to Individuals, and to protect against any further unpermitted acquisition, access, Use or Disclosure of Unsecured PHI.
2.15. Reporting Unsuccessful Security Incidents. The Parties acknowledge and agree that this Section constitutes notice by Business Associate to Covered Entity of the ongoing existence and occurrence of Unsuccessful Secur ity Incidents . The foregoing notwithstanding, Business Associate shall, upon Covered Entity ’s reasonable written request, report to Covered Entity Unsuccessful Security Incidents in accordance with the reporting requirements herein. For Unsuccessful Security Incidents, Business Associate shall provide Covered Entity, upon its written request, a report that: (a) identifies the categories of Unsuccessful Security Incid ents; (b) indicates whether Business Associate believes its current defensive security measures are adequate to address all Unsuccessful Security Incidents, giv en the scope and nature of such attempts; and (c) if the security measures are not adequate, the measures Business Associate will implement to address the security inadequacies.
2.16. Cooperation with Violations. Business Associate will cooperate with Covered Entity’s investigation and/or risk assessment with respect to any repor t made pursuant to Section
2.14, will abide by Covered Entity’s decision with respect to whether such acquisition, access, Use or Disclosure c onstitutes a Breach of PHI and will follow Covered Entity’s instructions with respect to any event reported to Covered Entity by Business Associate pursuant to Section 2.14 . Business Associate shall maintain complete records regarding any event requiring reporting for the period required by 45 C.F.R. 164.530(j) or such longer period as may be required by state law and shall make such records available to Covered Entity promptly upon request but in no event later than within five (5) business days.
2.17. Mitigation. Business Associate agrees to mitigate, at its sole expense: (i) any harmful effect resulting from a Security Incident involving PHI or any Use or Disclosure of PHI by Business Associate or its Subcontractors in violation of the requirements of this Agreement, the HIPAA Regulations, or other ap plicable law; and (ii) any risks identified or discovered as a result of an Unsuccessful Security Incident.
2.18. Breach. In the event of a Breach of PHI arising out of the acts or omissions of Business Associate or any permitted agent or permitted Subcontractor of Business Associate and as instructed by Covered Entity, Business Associate agrees to either perform at its sole cost and expense, or pay the cost of Covered Entity’s performance of, reasonable mitigation or DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F {00054635.DOCX; 1} Page 6 of 12
4839-8157-6741.1
remediation services which shall include at a minimum: (i) reimburse Covered Entity for the cost of providing any notice to individuals a ffected by the Breach as Covered Entity reasonably determines to be required; (ii) at its own expense, providing any required notice of the Breach to government agencies, media, and/or other entities as Covered Entity reasonably determines to be required; (iii) if required by applicable law, providing individuals affected by the Breach of Protected Health Information with credit protection services designed to prevent fraud associated with identity theft crimes for a specific period not to exceed twelve (12) months, except to the extent applicable law specifies a longer period for such credit protection services, in which case such longer period shall then apply; (iv) providing reasonable contact support in the form of a toll -free number for affected individuals for a specific period not less than ninety (90) calendar days, except to the extent applicable law specifies a longer period of time for such contact support, in which case such longer period shall then apply; vi) paying reasonable fees associated with computer forensics work required for investigation a ctivities related or relevant to the Breach of Protected Health Information; (vii) paying nonappealable fines or penalties assessed by governments or regulators; (viii) paying reasonable costs or fees associated with any obligations imposed by applicable law, including HIPAA, in addition to the costs and fees defined herein; and (ix) undertaking any other action both Parties agree to be appropriate.
2.19. No Remuneration for PHI. Business Associate shall not receive remuneration, either directly or indirectly, in exchange for PHI, except as may be permitted by Section 13405(d) of the HITECH Act or any regulations adopted as a result of that provision.
2.20. Activities Outside the United States. Business Associate represents that neither it nor any permitted agents nor permitted Subcontractors will transfer, access or otherwise handle Protected Health Information outside the United States without the prior written consent of Covered Entity.
3. Responsibilities of Covered Entity. With regard to the use and/or disclosure of PHI by Business Associate, Covered Entity hereby agrees to do the following:
3.1. Covered Entity may only upload, add or provide PHI to Business Associate’s cloud services that is: (i) captured t hrough Covered Entity’s use of body worn cameras purchased from Business Associate (“BWC”) or (ii) information strictly necessary to identify or categorize the PHI captured by BWC and uploaded to Business Associate’s cloud services, but excluding, without limitation, any information describing or documenting an Individual’s diagnosis, treatment, or Genetic information that is not captured by BWC.
3.2. Covered Entity shall manage its own data.
3.3. Covered Entity will make its privacy practices available at https://nebraskamed.com/patients/rights-responsibilities/notice-privacy-practices for Business Associate’s review.
3.4. Inform Business Associate of any changes in, or revo cation of, the permission by an individual to use or disclose PHI, to the extent such limitation may affect Business Associate’s use or disclosure of PHI.
3.5. Notify Business Associate, in writing and in a timely manner, of any restriction on the use or disclo sure of PHI that Covered Entity has agreed to or is required to abide by DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F {00054635.DOCX; 1} Page 7 of 12
4839-8157-6741.1
under 45 C.F.R. § 164.522, to the extent that such restriction may impact in any manner the use and/or disclosure of PHI by Business Associate under this Agreement.
3.6. Not request Business Associate to use or disclose PHI in any manner that would not be permissible under the Privacy and Security Rules if done by Covered Entity.
3.7. Promptly notify Business Associate of any breach by Covered Entity of the Privacy or Security Rules.
4. Standard Transactions. To the extent Business Associate conducts on behalf of Covered Entity all or part of a Transaction, Business Associate shall comply with the Electronic Transactions Rule.
5. Term and Termination.
5.1. Term. This Agreement begins on the Effective D ate and remains in effect until the Business Associate ceases to perform the Services for Covered Entity.
5.2. Termination. Either party may terminate this Agreement in the event it determines that the other party has violated a material term of this Agreement and such violation has not been remedied within ten (10) days following written notice to the violating party.
5.3. Survival. Except as otherwise expressly provided in this Agreement , all covenants, agreements, representations and warranties, express and implied, shall survive the execution of this Agreement, and shall remain in effect and binding upon the Parties until they have fulfilled all of their obligations hereunder, and the statute of limitations shall not commence to run until the time such obligations have been fulfilled. Any terms of this Agreement that must survive the expiration or termination of this Agreement in order to have their intended effect shall survive the expiration or termination of this Agreement whether or not expressly stated.
5.4. Duties Upon Termination. Upon termination of this Agreement, Business Associate shall allow Covered Entity to retrieve all PHI in the possession or control of Business Associate or its agents and Subcontractors and shall then destroy all PHI in its possession or control, as further set forth in the Underlying Agreement . However, if Business Associate determines that neither return nor destruction of PHI is feasible, Business Associate may retain PHI, provided that it extends the protections of this Agreement to the information and limits further Uses and Disclosures to those purposes that make the return or destruction of the information infeasible.
6. General Provisions
6.1. Affiliated Covered Entity (ACE) . Covered Entity represents and warrants that it is an affiliate of the other Covered Entities listed on Exhibit A, and together Covered Entity and the Covered Entities listed in Exhibit A are members of an “Affiliated Covered Entity” as defined in 45 C.F.R. § 164.105. As such, the parties agree that it is their intention that this Agreement applies to Covered Entity and all Covered Entities listed on Exhibit A pursuant to the signature of Company.
6.2. No Third Party Beneficiaries . This Agreement is for the sole benefit of the Parties, and there are no third-party beneficiaries to the Agreement.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F {00054635.DOCX; 1} Page 8 of 12
4839-8157-6741.1
6.3. Future Amendments to HIPAA or HIPAA Regulations . To the extent HIPAA and/or the HIPAA Regulations are amended in the future and to the extent such amendments contain requirements and/or provisions not already contained in this Agreement required to be incorporated into this Agreement, the Parties agree that either (i) this Agreement shall be deemed to be automatically amended to the extent necessary to incorporate such additional requirements and/or provisions, or (ii) if determined necessary by Covered Entity, they will attempt in good faith to negotiate an amendment to this Agreement in order to incorporate any such additional requirements and/or provisions , provided that in the event that the Parties are unable to agree to such an amendment within sixty (60) days, either Party may terminate this Agreement upon thirty (30) days written notice to the other Party.
6.4. Indemnification. Business Associate agrees to indemnify and hold harmless Covered Entity from any and all liability, damages, costs (including reasonable attorneys’ fees and costs) and expenses imposed upon or asserted again st Covered Entity arising out of any claims, demands, awards, settlements or judgments relating to any breach of the terms of this Agreement by Business Associate, including, but not limited to, any Use or Disclosure of PHI by Business Associate , or its agents or Subcontractors that is contrary to the provisions of this Agreement or applicable law. This Section shall survive the termination or expiration of this Agreement.
6.5. Limitation of Liabil ity. EXCEPT TO THE EXTENT SUCH LIMITATIONS ARE
PROHIBITED BY APPLICABLE LAW, BUSINESS ASSOCIATES 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 ONE (1) MILLION USD. NEITHER PARTY
WILL BE LIABLE FOR DIRECT, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE
OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER FOR
BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR ANY OTHER LEGAL THEORY.
6.6. Insurance. Business Associate agrees to keep in full force and effect and maintain at its sole cost and expense a policy of data breach and cyber liability insurance covering theft, loss, or unauthorized Disclosure of Protected Health Information, personally identifiable nonpublic information or third-party corporate information in the care, custody or control of Business Associate in an amount sufficient to cover Business Associate ’s obligations hereunder, regardless of when the claim is brought, which amount shall be not less than ten million dollars ($1 0,000,000) per occurrence, ten million dollars ($ 10,000,000) aggregate. All insurance shall name Covered Entity as a certificate holder , and Business Associate shall furnish or cause its insurance carrier to furnish a certificate of insurance to Covered Entity as evidence of such agreement on the Effective Date hereof. This insurance shall be not changed or canceled without Business Associate providing at least thirty (30) days’ prior written notice to Covered Entity (unless such cancellation is due to nonpayment of premiums, in which event ten (10) days’ prior written notice shall be provided).
6.7. No Assignment. Business Associate’s duties under this Agreement may not be transferred, assigned or assumed by any other person, in whole or in part, without the prior written consent of Covered Entity. Subject to the foregoing, this Agreement shall be binding upon, and shall inure to the benefit of, the Parties hereto and their respective permitted successors and assigns.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F {00054635.DOCX; 1} Page 9 of 12
4839-8157-6741.1
6.8. No Ownership . Any Protected Health Information provided by Covered Entity, its employees, agents, consultants or Subcontractors to Business Associate , or created, obtained, procured, Used or accessed by Business Associate on Covered Entity’s behalf, shall at all times be and remain the sole property of Covered Entity, and Business Associate shall not have or obtain any rights therein except as stated herein.
6.9. Remedies. The Parties agree that the remedies at law for a violation of the terms of the Agreement may be inadequate and that monetary damages resulting from such violation may not be readily measu red. Accordingly, in the event of a violation by either Party of the terms of the Agreement, the other Party shall be entitled to immediate injunctive relief.
Nothing herein shall prohibit either Party from pursuing any other remedies that may be available to either of them for such violation.
6.10. Independent Contractors. It is expressly agreed that Business Associate, including its employees and Subcontractors, are performing services for Covered Entity as independent contractors. Neither Business Associate nor any of its employees, agents or Subcontractors is an employee or agent of Covered Entity. Nothing in this Agreement shall be construed to create (i) a partnership, joint venture or other joint business relationship between the Parties or their affiliates, or (ii) an agency relationship for purposes of the HITECH Act.
6.11. Notices. All notices and other communications required under this Agreement will be in writing, addressed to either party to the attention of its Privacy Officer at its address set forth above, and will be deemed effectively delivered (i) upon personal delivery, or (ii) upon receipt from a courier service as confirmed by written verification of receipt. Either party may change its address for such communications by giving an appropriate notice to the other party in conformity with this Section.
If to Covered Entity:
University of Nebraska Medical Center
988102 Nebraska Medical Center
Omaha, NE 68198-8102
Attn: Privacy Officer
With a copy to:
University of Nebraska
6001 Dodge Street
Omaha, NE 68182
Attn: Chief Compliance Officer
If to Business Associate:
Axon Enterprise, Inc.
17800 N 85th Street
Scottsdale, AZ 85255
Attn: General Counsel
6.12. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. An executed Agreement delivered by facsimile or other electronic transmission shall be treated as if an original.
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F {00054635.DOCX; 1} Page 10 of 12
4839-8157-6741.1
[Signatures on the following page]
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F {00054635.DOCX; 1} Page 11 of 12
4839-8157-6741.1
IN WITNESS WHEREOF, the parties hereto have caused their authorized representatives to execute this Agreement as of the dates set forth below.
The Board of Regents of the University of Nebraska
By:
Name:
Title:
Date:
Axon Enterprise, Inc.
By:
Name:
Title:
Date:
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F Robert E Driscoll
12/16/2022 | 12:06 PM MST
VP, Assoc. General Counsel
Senior VP | CFO
Chris Kabourek
12/21/22 | 12:48 CST
{00054635.DOCX; 1} Page 12 of 12
4839-8157-6741.1
EXHIBIT A
ACE Covered Entities
The Nebraska Medical Center, located at 987400 Nebraska Medical Center, Omaha, NE 68198-7400
Bellevue Medical Center, located at 2500 Bellevue Medical Center Drive, Bellevue, NE 68123
DocuSign Envelope ID: C8B1B8C7-E10A-4C23-A23F-9B48865A148F