Item 19 2023-01399 Cooperative Agreements Purchase of Axon Enterprises, Inc. Solutions [Published for 10-Day Review 11302023] — Sacramento City Council, December 12, 2023 (part 2 of 6)

AMENDMENT #1
TO
CONTRACT #010720-AXN

THIS AMENDMENT is by and between Sourcewell and Axon Enterprise Inc. (Vendor).

Vendor was awarded a Sourcewell Contract for Public Safety Video Surveillance Solutions with Related Equipment, Software and Accessories effective February 25, 2020, through February 21, 2024, relating to the provision of services by Vendor and to Sourcewell and its Members (Original Agreement).

The parties agree that certain terms within the Original Agreement will be updated and amended and only to the extent as hereunder provided.

IN CONSIDERATION OF the mutual covenants and agreements described in this Amendment, the parties agree as follows:

1. This Amendment is effective upon the date of the last signature below.

2. Vendor has updated its Master Services and Purchasing Agreement to Version 9.0, dated 4/17/20. All references to the Master Services and Purchasing Agreement should be read to mean Version 9.0, which is attached and incorporated.

Remainder of page intentionally left blank.

Page 2 of 2 ends

Except as amended by this Amendment, the Original Agreement remains in full force and effect.

Sourcewell Axon Enterprise Inc.

B y : B y :

Authorized Signature Authorized Signature

Jeremy Schwartz Chris Kirby
Name – Printed Name – Printed

Title: Director of Operations & Procurement/CPO Title:

D a t e : D a t e :

Sourcewell–APPROVED:

B y :

Authorized Signature

Chad Coauette
Name – Printed

Title: Executive Director/CEO

D a t e :

Master Services and Purchasing Agreement
Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 9.0
Release Date: 4/17/2020 Page 1 of 33
This Master Services and Purchasing Agreement (“ Agreement”) is between Axon Enterprise, Inc., a Delaware corporation (“Axon”), and the agency on the Quote (“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 act as a master agreement governing all subsequent purchases by Agen cy 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.
“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.

“Axon Devices” means all hardware provided by Axon under this Agreement.

“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 fo r 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. This Agreement begins on the Effective Date a nd continues until all subscriptions hereunder have expired or have been terminated (“Term”).

All subscriptions including Axon Evidence, Axon Fleet, Officer Safety Plans, Technology Assurance Plans, and TASER 7 plans begin after shipment of the applicable Axon Device. If Axon ships the Device in the first half of the month, the start date is the 1st of the following month. If Axon ships the Device in the second half of the month, the start date is the 15th of the followi ng month. For purchases solely of Axon Evidence subscriptions, the start date is the Effective Date. Each subscription term ends upon completion of the subscription stated in the Quote (“Subscription Term”).

Upon completion of the Subscription Term, the Subscription Term will automatically renew for an additional 5 years (“Renewal Term”). For purchase of TASER 7 as a standalone, Axon may increase pricing to its then- current list pricing for any Renewal Term. For all other purchases, Axon may increase pricing on all line items in the Quote up to 3% at the beginning of each year of the Renewal Term. New devices and services may require additional terms. Axon will not authorize serv ices until Axon receives a signed Quote or accepts a purchase order, whichever is first.

3 Payment. Axon invoices upon shipment. Payment is due net 30 days from the invoice date. Payment obligations are non-cancelable. Agency will pay invo ices 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 is responsible for sales and other taxes associated with the order unless Agency provides Axon a valid tax exemption certificate.

Master Services and Purchasing Agreement
Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 9.0
Release Date: 4/17/2020 Page 2 of 33
5 Shipping. Axon may make partial shipments and ship 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.

7.1 Hardware Limited Warranty . Axon warrants that Axon-manufactured D evices 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 th e 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 fo r an Axon manufactured Device during the warranty term, Axon’s sole responsibility is to repa ir or replace the Device with the same or like Device, at Axon’s option. A replacement Device will be new or like new. Axon will warrant the replacement Device for the longer of (a) the remaining warranty of the original 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 Device for service, Agency must upload 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 Device sent to Axon for service.

7.3 Spare Devices. Axon may provide Agency a predetermined number of spare Devices as detailed in the Quote (“Spare Devices”). Spare Devices will replace broken or non-functioning units. If Agency utilizes a Spare Device, Agency must return to Axon , through Axon’s warranty return process, any broken or non-functioning units. Axon will repa ir or replace the unit with a replacement Device.

Upon termination, Axon will invoice Agency the MSRP then in effect for all Spare Devices provided.

If Agency returns the Spare Devices to Axon within 30 days of the invoice date, Axon will issue a credit and apply it against the invoice.

7.4 Limitations. Axon’s warranty excludes damage related to: (a) failure to follow Device use instructions; (b) Devices used with equipment not manufactured or recommended by Axon; (c) abuse, misuse, or intentional damage to Device; (d) force majeure; (e) Devices repaired or modified by persons other than Axon without Axon’s written permission; or (f) Devices with a defaced or removed serial number.

7.4.1 To the extent permitted by law, the above warranties and remedies are exclusive .

Axon disclaims all other warranties, remedies, and conditions, whether oral, written, statutory, or implied. If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limited to the duration of the warranty described above and by the provisions in this Agreement.

7.4.2 Axon’s cumulative liability to any Party for any loss or damage resulting from any claim, demand, or action arising out of or relating to any Axon Device or Service will

Master Services and Purchasing Agreement
Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 9.0
Release Date: 4/17/2020 Page 3 of 33
not exceed the purchase price paid to Axon for the Device, or if for Services, the amount paid for such Services over the 12 months preceding the claim. Neither Party will be liable for direct, special, indirect, incidental, punitive or consequential damages, however caused, whether for breach of wa rranty or contract, negligence, strict liability, tort or any other legal theory.

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 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 Devices and Services previously purchased by Agency.

Upon request, Axon will supply certificates of insurance. 13 Indemnification. Axon will indemnify Agency’s officers, directors, and employees (“Agency Indemnitees”) against all claims, demands, losses, and reasonable ex penses arising out of a third-party claim against an Agency Indemnitee resulting from any negligent act, error or omission, or willful misconduct by Axon under this Agreement, except 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. 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 Servic es in combination with hardware or services not approved by Axon; (c) use of Axon Devices and Services other than as permitted in this Agreement; or (d) use of Axon software that is not the most current release provided by Axon.

16 Agency Responsibilities . Agency is responsible for (a) Agency’s use of Axon Devices; (b) breach of this Agreement or violation of applicable law by Agency or an Agency end user; and (c) a dispute between Agency and a third-party over Agency’s use of Axon Devices.

Master Services and Purchasing Agreement
Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 9.0
Release Date: 4/17/2020 Page 4 of 33
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 rema ins 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 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 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 Devices received and amounts paid towards those Devices. Only if terminating for non-appropriation, Agency may return Devices to Axon within 30 days of termination. MSRP is the standalone price of the individual Device at the time of sale. For bundled Devices, MSRP is the standalone price of all individual components.
18 Confidentiality. “Confidential Information” means nonpublic information designated as confidential or, given the nature of the information or circumst ances 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 5-years thereafter. Axon pricing is Confidential Information and competition sensitive. If Agency is required by law to disclose Axon pricing, to the extent allowed by law, Agency will provide notice to Axon before disclosure. Axon may publicly announce information related to this Agreement.

19 General.

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

19.2 Independent Contractors. The Parties are independent contractors. Neither Party has the authority to bind the other. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.

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

19.4 Non-Discrimination. Neither Party nor its employees will di scriminate against any person based on race; 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.

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

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

19.8 Severability. If a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable, the remaining portions of this Agreement will remain in effect.

19.9 Survival. The following sections will survive termination: Payment, Warranty, Device Warnings, Indemnification, IP Rights, and Agency Responsibilities.

19.10 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. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

19.11 Notices. All notices must be in English. Notices posted on Agency’s Axon Evidence site are effective upon posting. Notices by email are effective on the sent date of the email. Notices by personal delivery are effective immediately. 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

19.12 Entire Agreement . This Agreement, including the Appendi ces and any SOW(s), represents the entire agreement between the Parties. This Agreement supersedes all prior agreements or understandings, whether written or verbal, regardi ng the subject matter of this Agreement. 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:

N a m e : N a m e :

T i t l e :

D a t e :

Master Services and Purchasing Agreement

Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 9.0
Release Date: 4/17/2020 Page 6 of 33
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 an Agency.

Evidence is a subset of Agency Content.

“Non-Content Data ” is data, configuration, and usage in formation 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 include s 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 Ag ency 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 ac cess 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 are not business records of Axon. Agency is solely responsible for uploading, sharing, managing, and deleting Agency Content. Axon will have limited access to Agency Content solely for providing and supporting Axon Cloud Services to Agency and Agency end users.

4 Security. Axon will implement commercially reasonable and appropriate measures to secure Agency Content against accidental or unlawful lo ss, access or disclosure. Axon will maintain a comprehensive information security program to protect Axon Cloud Services and Agency Content including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; encryption of uploaded digital evidence; security education; and data protection. Axon agrees to the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum.

5 Agency Responsibilities. Agency is responsible for (a) ensuring Agency owns Agency Content; (b) ensuring no Agency Content or Agency end user’s use of Agency Content or Axon Cloud Services violates this Agreement or applicable laws; and (c) maintaining necessary computer equipment and Internet connections for use of Axon Cloud Servic es. 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

Master Services and Purchasing Agreement

Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 9.0
Release Date: 4/17/2020 Page 7 of 33
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 re sponsible 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 o ther entity or person. Agency shall contact Axon immediately if an unauthorized party may be usi ng Agency’s account or Agency Content, or if account information is lost or stolen.

6 Privacy. Axon will not disclose Agency Content or information about Agency except as compelled by a court or administrative body or required by law or regulation. If Axon receives a disclosure request for Agency Content, Axon will give Agency notice, unless legally prohibited from doing so, to allow Agency to file an objection with the cour t or administrative body. Agency agrees to allow Axon access to certain information from Agency to (a) perform troubleshooting services upon request or as part of regular diagnostic screening; (b) enforce this Agreement or policies governing the use of Axon Evidence; or (c) perform analytic and diagnostic evaluations of the systems.

7 Axon Body 3 Wi-Fi Positioning. Axon Body 3 cameras offers 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 thi s service, Axon must also enable the usage of the feature for Agency’s Axon Cloud Services te nant. 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 vi ewed 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 st ored 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 content of any other customer; (c) subject Axon, Axon’s affiliates, or any third-party to liability; or (d) be fraudulent.

Agency remains responsible for all fees incurred through suspension. Axon will not delete Agency

Master Services and Purchasing Agreement

Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 9.0
Release Date: 4/17/2020 Page 8 of 33
Content because of suspension, except as specified in this Agreement.

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

12 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.

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 versi ons 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 well as any Axon professional services needed to configure Axon Records, are not included. If Agency purchases Axon Records as part of a bundled offering, the Axon Record subscription begins on the later of the (1) start date of that bundled offering, or (2) date Axon provisions Axon Records to Agency.

13 Axon Cloud Services Restrictions . Agency and Agency end users (including 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 Ax on 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 competit ive device or service or copy any features, functions, or graphics of Axon Cloud Services;

13.6 remove, alter, or obscure any confidentialit y 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 will thereafter, unless legally prohibited, delete all Agency Content.

Upon request, Axon will provide written proof that Axon successfully deleted and fully removed all Agency Content from Axon Cloud Services.

Master Services and Purchasing Agreement

Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 9.0
Release Date: 4/17/2020 Page 9 of 33
15 Post-Termination Assistance . Axon will provide Agency with the same post-termination data retrieval assistance that Axon generally makes av ailable 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,” “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 Servic es 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.

Master Services and Purchasing Agreement

Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 9.0
Release Date: 4/17/2020 Page 10 of 33
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 Servi ce (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 services 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
x Instructor-led setup of Axon View on smartphones (if applicable) x Configure categories and custom roles based on Agency need x Register cameras to Agency domain
x Troubleshoot IT issues with Axon Evidence and Axon Dock (“Dock”) access x One on-site session included
Dock configuration
x Work with Agency to decide the ideal location of Docks and set configurations on Dock x Authenticate Dock with Axon Evidence using admin credentials from Agency x On-site assistance, not to include physical mounting of docks Best practice implementation planning session
x Provide considerations for the establishment of video policy and system operations best practices based on Axon’s observations with other agencies x Discuss the importance of entering metadata in the field for organization purposes and other best practice for digital data management
x Provide referrals of other agencies using the Axon camera devices and Axon Evidence x Recommend rollout plan based on review of shift schedules System Admin and troubleshooting training sessions
Step-by-step explanation and assistance for Agency ’s configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence Axon instructor training (Train the Trainer)
Training for
Agency’s in-house instructors who can support Agency’s Axon camera and Axon Evidence training needs after Axon has fulfilled its contractual on-site obligations Evidence sharing training
Tailored workflow instruction for Investigative Units on sharing Cases and Evidence with local prosecuting agencies
End user go-live training and support sessions
x Assistance with device set up and configuration
x Training on device use, Axon Evidence, and Evidence Sync Implementation document packet
Axon Evidence
administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide
Post go-live review

Master Services and Purchasing Agreement

Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 9.0
Release Date: 4/17/2020 Page 11 of 33
are appropriate. If Agency requires more than 1 day of on-site Services, Agency must purchase additional on-site Services. The BWC Starter options include:

System set up and configuration (Remote Support)
x Instructor-led setup of Axon View on smartphones (if applicable) x Configure categories & custom roles based on Agency need x Troubleshoot IT issues with Axon Evidence and Axon Dock (“Dock”) access Dock configuration
x Work with Agency to decide the ideal location of Dock setup and set configurations on Dock x Authenticate Dock with Axon Evidence using “Administrator” credentials from Agency x Does not include physical mounting of docks
Axon instructor training (Train the Trainer)
Training for Agency’s in-house instructors who can support Agency’s Axon camera and Axon Evidence training needs after Axon’s has fulfilled its contracted on-site obligations End user go-live training and support sessions
x Assistance with device set up and configuration
x Training on device use, Axon Evidence, and Evidence Sync Implementation document packet
Axon Evidence
administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide

4 Body-Worn Camera Virtual 1- Day Service (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
x Configure Axon Evidence categories & custom roles based on Agency need. x Troubleshoot IT issues with Axon Evidence.
x Register users and assign roles in Axon Evidence.
x For the CEW Full Service Package: On-site assistance included x For the CEW Starter Package: Virtual assistance included Dedicated Project Manager
Assignment
of specific Axon representative for all aspects of planning the rollout (Project Manager).

Ideally, Project Manager will be assigned to Agency 4–6 weeks before rollout Best practice implementation planning session to include:
x Provide considerations for the establishment of CEW policy and system operations best practices based on Axon’s observations with other agencies x Discuss the importance of entering metadata and best practices for digital data management x Provide referrals to other agencies using TASER CEWs and Axon Evidence x For the CEW Full Service Package: On-site assistance included x For the CEW Starter Package: Virtual assistance included System Admin and troubleshooting training sessions
On
-site sessions providing a step-by-step explanation and assistance for Agency’s configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence

Master Services and Purchasing Agreement

Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 9.0
Release Date: 4/17/2020 Page 12 of 33

Axon Evidence Instructor training
x Provide training on the Axon Evidence to educate instructors who can support Agency’s subsequent Axon Evidence training needs.
x For the CEW Full Service Package: Training for up to 3 individuals at Agency x For the CEW Starter Package: Training for up to 1 individual at Agency TASER CEW inspection and device assignment
Axon’s on-site professional services team will perform functions check on all new TASER CEW Smart weapons and assign them to a user on Axon Evidence.

Post go-live review
For the CEW Full Service Package: On-site assistance included.

For the CEW Starter Package: Virtual assistance included.

6 Smart Weapon Transition Service. The Smart Weapon Transition Service includes:

Archival of CEW Firing Logs
Axon’s on-site professional services team will upload CEW firing logs to Axon Evidence from all TASER CEW Smart Weapons that Agency is replacing with newer Smart Weapon models.

Return of Old Weapons
Axon’s on-site professional service team will ship all old weapons back to Axon’s headquarters.

Axon will provide Agency with a Certificate of Destruction *Note: CEW Full Service packages for TASER 7 includ e 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 pe r package purchased. Agency is responsible for providing 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 profes sional services are out of scope. The Parties must document scope changes in a written and si gned change order. Changes may require an equitable adjustment in the charges or schedule.

9 Delivery of Services . Axon personnel will work Monday thr ough Friday, 8:30 a.m. to 5:30 p.m., except holidays. Axon will perform all on-site task s over a consecutive timeframe. Axon will not charge Agency travel time by Axon personnel to Agency premises as work hours.

10 Access Computer System s 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 respon sible for and assumes the risk of any problems,

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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 provide a hardcopy or digita l copy of current user documentation for the Devices (“User Documentation”). User Documentation will include all required environmental specifications for the professional Services and Devices to operate per the Device User Documentation. Before installation of Devices (whether performed by Agency or Axon), Agency must prepare the location(s) where Devices are to be installed (“ Installation Site ”) per the environmental specifications in the Device Us er Documentation. Following installation, Agency must maintain the Installation Site per the environme ntal specifications. If Axon modifies Device User Documentation for any Devices under this Agreement, Axon will provide the update to Agency when Axon generally releases it. If Axon modifies Device User Documentation for any Devices under this Agreement, Axon will provide the update to Agency when Axon generally releases it

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 re jection 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.

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Technology Assurance Plan Appendix

If Technology Assurance Plan (“TAP”) or a bundle including TAP is on the Quote, this appendix applies.

1 TAP Warranty . The TAP warranty is an extended warranty that starts at the end of the 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 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 si ngle-bay Axon Dock, the Dock Upgrade will be a single-bay Axon Dock model that is the same or lik e 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 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 Device models for the offered BWC or Dock Upgrade, Agency must pay the price difference between th e 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, Ax on will not provide a refund. The MSRP is the MSRP in effect at the time of the upgrade.

8 Return of Original Device . Within 30 days of receiving a BWC or Dock Upgrade, Agency must return the original Devices to Axon or destroy the Devices and provide a certificate of destruction to Axon including serial numbers for the destroyed Devices. If Agency does not return or destroy the Devices, Axon will deactivate the serial numbers for the 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:

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9.1 TAP and OSP coverage terminate as of the date of termination and no refunds will be given.

9.2 Axon will not and has no obligation to provide the Upgrade Models.

9.3 Agency must make any missed payments due to the termination before Agency may purchase any future TAP or OSP.

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TASER 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-rela ted 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 requ ired by any law or regulation. Axon will give notice if any disclosure request is received for Agency Content, so Agency may file an objection

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with the court or administrative body. Agency acknowledges and agrees that Axon may access Agency Content to: (a) perform troubleshooting services upon request or as part of Axon’s maintenance or diagnostic screenings; (b) enforce this Agreement or policies governing use of Axon Evidence; (c) generate aggregated data, excluding information that can be used to distinguish or trace an individual's identity, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual (collectively, “PII”), to improve, analyze, support, and operate Axon’s current and future devices and services.

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 will be given.

8.2 Axon will invoice Agency the remaining MS RP for TASER 7 products received before termination. If terminating for non-appropri ations, Axon will not invoice Agency if Agency returns the CEW, rechargeable battery, holster, 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.

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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, an d allow Axon to enter and exit the premises with laptops and materials needed to perform Auto-Tagging Services;

4.4 Provide all infrastructure and software information (TCP/IP addresses, node names, network configuration) necessary for Axon to provide Auto-Tagging Services;

4.5 Promptly install and implement any software updates provided by Axon;

4.6 Ensure that all appropriate data backups are performed;

4.7 Provide assistance, participation, and approvals in testing Auto-Tagging Services;

4.8 Provide Axon with remote access to Agency’s Axon Evidence account when required;

4.9 Notify Axon of any network or machine maintenance that may impact the performance of the module at Agency; and

4.10 Ensure reasonable availability of knowledg eable staff and personnel to provide timely, accurate, complete, and up-to-date documentation and information to Axon.

5 Access to Systems . Agency authorizes Axon to access Agency’s relevant computers, network systems, and CAD or RMS solely for 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, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Agency.

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Axon Fleet Appendix

1 Agency Responsibilities . Agency must ensure its infrastructure and vehicles adhere to the minimum requirements to operate Axon Fleet as established by Axon during the 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. Cradlepoint installati on is outside the scope of this Agreement. 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 Srever (“WOS”). “Use” means storing, loading, installing, or executing WOS solely for data communicati on 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, tamp er 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 ot hers 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 maintaining 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.

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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) remove, alter or obscure any confidentiality or propri etary rights notices (including copyright and trademark notices) of Axon or Axon’s licensors on or within Axon Vehicle Software.

6 Axon Fleet Unlimited Upgrade . If Agency has no outstanding payment obligations and has purchased the Axon Fleet Technology Assurance Plan (“Axon Fleet TAP”), Axon will provide Agency with the same or like model of Axon Fleet hardware (“If Agency has no outstanding payment obligations and has purchased the “F leet Technology Assurance Plan” (“Axon Fleet TAP ”), Axon will provide Agency with the same or like model of Axon Fleet hardware (“ Axon Fleet Upgrade”) as schedule on the Quote”) 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 Up grade 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 Devices to Axon or destroy the Devices and provide a certificate of destruction to Axon, including serial numbers of the destroyed Devices. If Agency does not destroy or return the Devices to Axon, Axon will deactivate the serial numbers for the Devices received by Agency.

7 Privacy. Privacy. Axon will not disclose Agency Co ntent 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. Agency acknowledges and agrees that Axon may access Agency Content to: (a) perform troubleshooting services upon request or as part of Axon’s maintenance or diagnostic screenings; (b) enforce this Agreement or policies governing use of Axon Evidence; (c) generate aggregated data, excluding information that can be used to distinguish or trace an individual's identity, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual (collectively, “PII”), to improve, analyze, support, and operate Axon’s current and future devices and services.

8 Axon Fleet Unlimited Termination. If Agency’s payment for any Axon Fleet Unlimited program or Axon Evidence is more than 30 days past due , Axon may terminate Axon Fleet Unlimited. Once Axon Fleet Unlimited terminates for any reason, then:

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 Models.

8.3 Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future Axon Fleet TAP.

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Axon Aware Appendix

This Axon Aware Appendix applies to both Axon Aware and Axon Aware Plus.

1 Axon Aware Subscription Term . If Agency purchases Axon Aware as part of a bundled offering, the Axon Aware subscription begins on the later of the (1) start date of that bundled offering, or (2) date Axon provisions Axon Aware to Agency.

If Agency purchases Axon Aware as a standalone, the Axon Aware subscription begins the later of the (1) date Axon provisions Axon Aware to Agency, or (2) first day of the month following the Effective Date.

The Axon Aware subscription term will end upon the completion of the Axon Evidence Subscription associated with Axon Aware.

2 Scope of Axon Aware . The scope of Axon Aware 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 Aware outside this scope, Axon may initiate good-faith discussions with Agency on upgrading Agency’s Axon Aware to better meet Agency’s needs.

3 LTE Requirements . Axon Aware is only available and usable with an LTE enabled body-worn camera. Axon is not liable if Agency utilizes the LT E device outside of the coverage area or if the LTE carrier is unavailable. LTE coverage is only av ailable 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 Aware Service Limitations . Agency acknowledges that LTE service is made available only within the operating range of the networks. Service may be temporarily refused, interrupted, or limited because of: (a) facilities limitations; (b) transmission limitations caused by atmospheric, terrain, other natural or artificial conditions adversely affecting transmission, weak batteries, system overcapacity, movement outside a service area or gaps in coverage in a service area and other causes reasonably outside of the carrier’s control such as intentional or negligent acts of third parties that damage or impair the network or disrupt service; or (c) equipment modifications, upgrades, relocations, repairs, and other similar activities necessary for the proper or improved operation of service.

Partner networks are made available as-is and th e 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 affiliat es or contractors and Agency is not a third-party beneficiary of any agreement between Axon and the underlying carrier.

5 Termination. Upon termination of this Agreement, or if Agency stops paying for Axon Aware or bundles that include Axon Aware, Axon will end LTE service.

Add-on Services Appendix

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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 Clo ud Services Terms of Use Appendix also apply to Portal Content.

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

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Axon Commander™ Software Appendix

1 License. Axon owns all executable instructions, images , icons, sound, and text in Commander. All rights are reserved to Axon. Axon grants a non-ex clusive, 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.

2 Term. The Quote will detail the duration of the Commander license, as well as any maintenance.

The term will begin upon installation of Commander by Axon.

3 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:

3.1 modify, tamper with, repair, or otherwise create derivative works of Commander;

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

3.3 access or use Commander to avoid incurring fees or exceeding usage limits or quotas;

3.4 copy Commander in whole or part, except as expressly permitted in this Agreement;

3.5 use trade secret information contained in Commander;

3.6 resell, rent, loan or sublicense Commander;

3.7 access Commander to build a competitive device or service or copy any features, functions, or graphics of Commander; or

3.8 remove, alter, or obscure any confidentialit y or proprietary rights notices (including copyright and trademark notices) of Axon or Axon’s licensors on or within Commander or any copies of Commander.

4 Support. Axon may make available updates and error corrections (“Updates”) to Commander. Axon will provide Updates electronically via the Intern et or media as determined by Axon. Agency is responsible for establishing and maintaining ade quate access to the Internet to receive Updates.

Agency is responsible for maintaining the computer equipment necessary to use Commander. Axon may provide technical support of a prior releas e/version of Commander for 6 months from when Axon made the subsequent release/version available.

5 Termination. Axon may terminate Agency’s license immediately for Agency’s failure to comply with any of the terms in this Agreement. Upon termination, Axon may disable Agency’s right to login to Axon Commander.

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Axon Application Programming Interface Appendix

1 Definitions.
“API Client” means the software that acts as the in terface 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-tr ansferable, 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 availabi lity 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 th e 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;

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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:

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 wo rk of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third-party;

6.3 misrepresent the source or ownership; or

6.4 remove, alter, or obscure any confidentialit y 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.

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Advanced User Management Appendix

1 Scope. Advanced User 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.

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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 Axon 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 Services will not delete any Agency Content. Agency is responsible for verifying all necessary data is migrated correctly 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 required 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

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computers and any other materials needed to perform the Channel Services);

7.3 Provide all necessary infrastructure and soft ware 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 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).

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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. Su ch 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 exported 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 al l 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 sc ope 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

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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.

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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 includ es 2 complimentary Axon Accelerate tickets per year of the Agreement, so long as the AS E 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.

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3.3 The purchase of Regional ASE Services includ es 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:

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.

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Redaction Services Appendix

1 Scope. Each month of Axon Redaction Service, Agency may utilize up to the number of redacted videos included on the Quote, or the maximum number of hours, whichever comes first. In order to be considered one video, a video an Agency s ubmits to Axon for redaction must be less than 1 hour. If a video is longer than 1 hour, it will be rounded up to the next hour. For example, if Agency submits a video for redaction and that video is 150 minutes, the video will be considered 3 hours.

Agency may not rollover unused redactions and hours from one month to the next.

2 Agency Responsibilities.

2.1 Access. Agency will create an account for Axon within Agency’s Axon Evidence tenant.

Agency must provision Axon to have only perm ission to view and redact videos identified for redaction. Upon completion of work or on a periodic basis in alignment with Agency’s policy, Agency must manage or disable Axon’s access within Agency’s Axon Evidence tenant.

2.2 Policy. Agency is responsible for providing Axon Agency’s standard policy regarding redaction (“Redaction Policy”). The Redaction Policy should identify typical objects and audio that need to be redacted from video. Axon will redact videos per the Redaction Policy unless otherwise instructed in writing.

3 Submission. Agency will identify video for redaction and will submit requests to [email protected]. Axon will redact the video according to the Redaction Policy within 72 hours. The redaction will be performed using Axon Evidence’s Redaction Studio.

4 Security. Axon will use CJIS certified employees to perform all redaction services. Axon employees will perform all redactions in a CJIS compliant room.

5 Acceptance of Redacted Video . Upon completing the redaction, Axon will assign the redacted video to Agency. Agency will review the video within 5 business days of receipt and notify Axon of any required changes. If changes are necessary, Axon will perform such changes within 48 hours of notification. In the event Agency does not notify Axon of any requested changes within 5 business days of receipt of the redacted video, Axon will deem the redacted video accepted by Agency.

6 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.

Sourcewell Contract #010720-AXN | Amendment #1

Page 1 of 1 ends

AMENDMENT #1
TO
CONTRACT #010720-AXN

THIS AMENDMENT is by and between Sourcewell and Axon Enterprise Inc. (Vendor).

Sourcewell awarded a contract to Vendor for Public Safety Video Surveillance Solutions with Related Equipment, Software and Accessories effective February 25, 2020, through February 21, 2024 (Contract).

The parties wish to amend the following terms within the Contract:

1. This Amendment is effective upon the date of the last signature below.

2. Vendor’s Master Services and Purchasing Agreement (Version 8.0) is deleted in its entirety and replaced with its updated Master Services and Purchasing Agreement (Version 13.0), which is attached hereto and incorporated herein.

Except as amended above, the Contract remains in full force and effect.

Sourcewell Axon Enterprise Inc.

B y : B y :

Jeremy Schwartz, Chief Procurement Officer Chris Kirby, VP of Sales

D a t e : D a t e :

Approved:

B y :

Chad Coauette, Executive Director/CEO

D a t e :

Master Services and Purchasing Agreement between
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Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 13.0
Release Date: 3/31/2021 Page 1 of 49
This Master Services and Purchasing Agreement ( “Agreement”) is between Axon Enterprise, Inc., a Delaware corporation (“Axon”), and the agency on the Quote ( “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 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 .
“Axon Cloud Services ” means Axon’s web services for Axon Evidence, Axon Records, Axon Dispatch, and interactions between Evidence.com and Axon Devi ces or Axon client 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.

“Quote” means an offer to sell and is only valid for devices and services on the quote at the specified prices.

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 . This Agreement begins on the Effective Date an d continues until all subscriptions hereunder have expired or have been terminated (“Term”).

All subscriptions including Axon Evidence, Axon Fleet, Officer Safety Plans, Technology Assurance Plans, and TASER 7 plans begin after shipment of the applicable Axon Device. If Axon ships the Axon Device in the first half of the month, the start date is the 1st of the following month. If Axon ships the Axon Device in the second half of the month, the start date is the 15th of the following month. For purchases solely of Axon Evidence subscriptions, the start date is the Effectiv e Date. Each subscription term ends upon completion of the subscription stated in the Quote (“Subscription Term”).

Upon completion of the Subscription Term, the Subscription Term will automatically renew for an additional 5 years (“Renewal Term”). For purchase of TASER 7 as a standalone, Axon may increase pricing to its then-current list pricing for any Renewal Term. For al l other purchases, Axon may increase pricing on all line items in the Quote up to 3% at the beginning of each year of the Renewal Term. New devices and services may require additional terms. Axon will not authorize services until Axon receives a signed Quote or accepts a purchase order, whichever is first.

3 Payment . Axon invoices upon shipment. Payment is du e 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 is responsible for sales and other taxes associated with the order unless Agency provides Axon a valid tax exemption certificate.

5 Shipping . Axon may make partial shipments and ship Axon Devices from multiple locations. All shipments are FOB 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.

7.1 Hardware Limited Warranty . Axon warrants that Axon-manufactured D evices 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 repl ace 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 ot her 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 or non- functioning units, through Axon’s warranty return process. Axon will repair or replace the unit with a replacement Axon Device. Title and risk of loss for all Spare Axon Devices shall pass to Agency in accordance with shipping terms under Section 5. Axon assumes no liability or obligation in the event Agency does not utilize Spare Axon Devices for the intended purpose.

7.4 Limitations . Axon’s warranty excludes damage related to: (a) failure to follow Axon Device use instructions; (b) Axon Devices used with equi pment not manufactured or recommended by Axon; (c) abuse, misuse, or intentional damage to Ax on 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 permitted by law, the above warranties and remedies are exclusive .

7.4.2 Axon ’s cumulative liability to any Party for any loss or damage resulting from any claim, demand, or action arising out of or relating to any Axon Device or Service will not exceed the purchase price paid to Axon for the Axon Device, or if for Services, the amount paid for such Services over the 12 months preceding the claim. 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.

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.

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10 Design Changes . Axon may make design changes to any Axon Device or Service without notifying Agency or making the same change to Axon Devices and Services previously purchased by Agency.

11 Bundled Offerings . Some offerings in bundled offerings may not be generally available at the time of Agency’s purchase. Axon will not provide a refund , credit, or additional discount beyond what is in the Quote due to a delay of availability or Agency’s election not to utilize any portion of an Axon bundle. 12 Insurance . Axon will maintain General Liability, Workers’ Compensation, and Automobile Liability insurance. Upon request, Axon will supply certificates of insurance. 13 Indemnification . Axon will indemnify Agency’s officers, directors, and employees (“Agency Indemnitees”) against all claims, demands, losses, and reasonable expenses arising out of a third-party claim against an Agency Indemnitee resulting from any negligent act, error or omission, or willful misconduct by Axon under this Agreement, except 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 righ ts. 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 De vices or Services infringes or misappropriates the third-party ’s intellectual property rights. Agency must promptly provide Axon with written notice of such claim, tender to Axon the defense or settlement of such claim at Axon’s expense and cooperate fully with Axon in the defense or settlement of such claim. Axon’s IP indemnification obligations do not apply to claims based on (a) modification of Axon Devices or Services by Agency or a third-party not approved by Axon; (b) use of Axon Devices and Servic es 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.

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 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 Devices received, includin g any Spare Axon Devices, and amounts paid towards those Axon Devices. Only if terminating for non-appropriation, Agency may return Axon Devices to Axon within 30 days of termination. MSRP is the standalone price of the individual Axon Device at the time of sale. For bundled Axon Devices, MSRP is the standalone price of all individual components.
18 Confidentiality . “Confidential Information” means nonpublic information designated as confidential or, given the nature of the information or circumstan ces surrounding disclosure, should reasonably be

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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 5-years thereafter. Axon pricing is Confidential Information and competition sensitive. If Agency is required by law to disclose Axon pricing, to the extent allowed by law, Agency will provide notice to Axon before disclosure. Axon may publicly announce information related to this Agreement.

19 General .

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

19.2 Independent Contractors . The Parties are independent contractors. Neither Party has the authority to bind the other. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.

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

19.4 Non-Discrimination . Neither Party nor its employees will discriminate against any person based on race; religion; creed; color; sex; gender identity and expression ; pregnancy; childbirth; breastfeeding; medical conditions related to pr egnancy, 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.

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

19.6 Assignment . Neither Party may assign this Agreement without the other Party’s prior written consent. Axon may assign this Agreement, its righ ts, or obligations withou t consent: (a) to an affiliate or subsidiary; or (b) for purposes of financing, merger, acquisition, corporate reorganization, or sale of all or substantially all its assets. This Agreement is binding upon the Parties respective successors and assigns.

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

19.8 Severability . If a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable, the remaining portions of this Agreement will remain in effect.

19.9 Survival . The following sections will survive termination: Payment, Warranty, Axon Device Warnings, Indemnification, IP Rights, and Agency Responsibilities.

19.11 Notices . All notices must be in English. Notices posted on Agency ’s Axon Evidence site are effective upon posting. Notices by email are effective on the sent date of the email. Notices by personal delivery are effective immediately. 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

19.12 Entire Agreement . This Agreement, including the Appendices and any SOW(s), represents the entire agreement between the Parties. This Ag reement supersedes all prior agreements or

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Version: 12.0
Release Date: 12/18/2020 Page 5 of 49
understandings, whether written or verbal, regarding the subject matter of this Agreement. This Agreement may only be modified or amended in a writing signed by the Parties.

Each representative identified below declares they have been expressly authorized to execute this Agreement as of the date of signature.

Axon Enterprise, Inc. Agency

Signature:

S i g n a t u r e :

Name: Name:

T i t l e :

Date:

D a t e :

Master Services and Purchasing Agreement

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Release Date: 12/18/2020 Page 6 of 49
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 upload ed 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 identi fied, 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 requ ires 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 here in, 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 diagno stic 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 Federal Bureau of Investigation Criminal Justice Information Services Security Addendum.

5 Agency Responsibilities . Agency is responsible for (a) ensuring Agency owns Agency Content; (b) ensuring no Agency Content or Agency end user ’s use of Agency Content or Axon Cloud Services violates this Agreement or applicable laws; and (c) maintaining necessary computer equipment and Internet connections for use of Ax on 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

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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 subjec t to the Axon Cloud Services Privacy Policy, a current version of which is available at https://www.axon.com/legal/cloud-services- privacy-policy. Agency agrees to allow Axon access to Non-Content Data from Agency to (a) perform troubleshooting, maintenance, or diagnost ic screenings; (b) provide, develop, improve, and support current and future Axon products and related services; and (c) enforce this Agreement or policies governing the use of Axon products.

7 Axon Body 3 Wi-Fi Positioning . Axon Body 3 cameras offer a feature to enhance location services where GPS/GNSS signals may not be av ailable, 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.

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 Se rvices , the systems, or content of any other customer; (c) subject Axon, Axon’s affiliates, or any third-party to liability; or (d) be fraudulent.

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

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

12 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 competition of the Axon Records

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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 func tions. Upgrades exclude new products that Axon introduces and markets as distinct products or applications.

New or additional Axon products and applicatio ns, as well as any Axon professional services needed to configure Axon Records, are not includ ed. If Agency purchases Axon Records as part of a bundled offering, the Axon Record subscription be gins 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 (including 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 Ax on 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 confidentialit y or proprietary rights notices (including copyright and trademark notices) of Axon’s or Axon’s licensors on or within Axon Cloud Services; or

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 will thereafter, unless legally prohibited, delete all Agency Content.

Upon request, Axon will provide written proof that Axon successfully deleted and fully removed all Agency Content from Axon Cloud Services.

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 depart ment or using Axon Cloud Services on behalf of a U.S. Federal department, Axon Cloud Services is provided as a “commercial item,” “commercial computer software,” “commercial computer software documentation,” and “technical data”, as defined in the Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement. If Agency is using Axon Cloud Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, Agency will immediately discontinue use of Axon Cloud Services.

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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.

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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 compliance with the CJIS Security Policy for Criminal Justice Information), privacy program, and data govern ance policy, including high industry standards of de-identifying Pers onal 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 detailed 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 us e commercially reasonable efforts to aggregate, transform or de-identify Ag ency 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 stored separately from the data itself, but is necessary for and will be solely used to enable Axon to identify and delete all ACEIP Content upon Agency request. Once de-identified, ACEIP Content may then be further modified, analyzed, and used to create derivative works. At any time, Agency may revoke the consent granted herein to Axon to access and use Agency Content for ACEIP Purposes. Within 30 days of receiving the Agency’s request, Axon will no longer access or use Agency Content for ACEIP Purposes and will delete any and all ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, 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 extrac ting license plate data to improve Automated License Plate Recognition (ALPR) capabilities, individual license plate char acters 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 surrounding environm ent 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.

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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 obta in 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 Co ntent, 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 suppor t that cannot be accomplished with aggregated, transformed or de-identified data.

܆ Check this box if Agency wants to help further improve Axon’s services by participating in ACEIP Tier 2 in addition to Tier 1. By checking this box, Agency hereby agrees to the Axon Customer Experience Improvement Program Tier 2 Terms of Service, available at https://www.axon.com/sales-terms-and-conditions and incorporated herein by reference.

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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 services 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
x Instructor-led setup of Axon View on smartphones (if applicable) x Configure categories and custom roles based on Agency need x Register cameras to Agency domain
x Troubleshoot IT issues with Axon Evidence and Axon Dock ( “Dock”) access x One on-site session included
Dock configuration
x Work with Agency to decide the ideal locati on of Docks and set configurations on Dock x Authenticate Dock with Axon Evidence using admin credentials from Agency x On-site assistance, not to include physical mounting of docks Best practice implementation planning session
x Provide considerations for the establishment of video policy and system operations best practices based on Axon’s observations with other agencies x Discuss the importance of entering metadata in the field for organization purposes and other best practice for digital data management
x Provide referrals of other agencies using the Axon camera devices and Axon Evidence x Recommend rollout plan based on review of shift schedules System Admin and troubleshooting training sessions
Step-by-step explanation and assistance for Agency ’s configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence Axon instructor training (Train the Trainer)
Training for Agency’s in-house instructors who can support Agency ’s Axon camera and Axon Evidence training needs after Axon has fulfilled its contractual on-site obligations Evidence sharing training
Tailored workflow instruction for Investigative Units on sharing Cases and Evidence with local prosecuting agencies
End user go-live training and support sessions
x Assistance with device set up and configuration
x Training on device use, Axon Evidence, and Evidence Sync 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 on e day of on-site Services and a professional services manager to work closely with Agency to assess Agency ’s deployment and determine which Services are appropriate. If Agency requir es more than 1 day of on-site Services, Agency must purchase additional on-site Services. The BWC Starter options include:

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System set up and configuration (Remote Support)
x Instructor-led setup of Axon Vi ew on smartphones (if applicable) x Configure categories & custom roles based on Agency need x Troubleshoot IT issues with Axon Evidence and Axon Dock ( “Dock”) access Dock configuration
x Work with Agency to decide the ideal location of Dock setup and set configurations on Dock x Authenticate Dock with Axon Evidence using “Administrator” credentials from Agency x Does not include physical mounting of docks
Axon instructor training (Train the Trainer)
Training for Agency’s in-house instructors who can support Agency’s Axon camera and Axon Evidence training needs after Axon’s has fulfilled its contracted on-site obligations End user go-live training and support sessions
x Assistance with device set up and configuration
x Training on device use, Axon Evidence, and Evidence Sync Implementation document packet
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide

4 Body-Worn Camera Virtual 1-Day Service (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
x Configure Axon Evidence categories & custom roles based on Agency need. x Troubleshoot IT issues with Axon Evidence.
x Register users and assign roles in Axon Evidence.
x For the CEW Full Service Package: On-site assistance included x For the CEW Starter Package: Virtual assistance included Dedicated Project Manager
Assignment of specific Axon representative for all aspects of planning the rollout (Project Manager).

Ideally, Project Manager will be assigned to Agency 4–6 weeks before rollout Best practice implementation planning session to include:
x Provide considerations for th e establishment of CEW policy and system operations best practices based on Axon’s observations with other agencies x Discuss the importance of enteri ng metadata and best practices for digital data management x Provide referrals to other agencies using TASER CEWs and Axon Evidence x For the CEW Full Service Package: On-site assistance included x For the CEW Starter Package: Virtual assistance included System Admin and troubleshooting training sessions
On-site sessions providing a step-by-step explanation and assistance for Agency ’s configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence Axon Evidence Instructor training
x Provide training on the Ax on Evidence to educate instructors who can support Agency’s subsequent Axon Evidence training needs.
x For the CEW Full Service Package: Training for up to 3 individuals at Agency x For the CEW Starter Package: Training for up to 1 individual at Agency

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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:

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 device s per package purchased. Agency is responsible for providing 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:

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 scope 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. Axon will perform all on-site ta sks 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 performi ng 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 provide a hardcopy or digital copy of current user documentation for the Axon Devices ( “User Documentation ”). User Documentation will include all required environmental specifications for the professional Services and Axon Devices to operate per the Axon Device User Documentation. Before installation of Axon Devices (whether performed by Agency or Axon), Agency must prepare the location(s) where Axon Devices are to be installed (“Installation Site”) per the environmental specifications in the Axon Device User Documentation.

Following installation, Agency must maintain the Installation Site per the environmental specifications. If Axon modifies Axon Device User Documentation for any Axon Devices under this Agreement, Axon will provide the update to Agency when Axon generally releases it

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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 de em 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.

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Technology Assurance Plan Appendix

If Technology Assurance Plan (“TAP”) or a bundle including TAP is on the Quote, this appendix applies.

1 TAP Warranty. The TAP warranty is an extended warranty that starts at the end of the 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 st arts 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.

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. The 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 de activate 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 terminate as of the date of termination and no refunds will be given.

9.2 Axon will not and has no obligation to provide the Upgrade Models.

9.3 Agency must make any missed payments due to the termination before Agency may purchase any future TAP or OSP.

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TASER 7 Appendix

This TASER 7 Appendix applies to Agency’s TASER 7, OSP 7, or OSP 7 Plus purchase from Axon.

2 Training. If the Quote includes a training voucher, Ag ency 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.

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 asso ciated with the discount (“Trade-In Units”) to Axon. Agency must ship batteries via ground shipping. Axon will pay sh ipping 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

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 ma y 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.

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8.1 TASER 7 extended warranties and access to Training Content will terminate. No refunds 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, holste r, 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.

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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.

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 do cument 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 in formation (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 mainte nance 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 Au to-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, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Agency.

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Axon Fleet Appendix

1 Agency Responsibilities . Agency must ensure its infrastructure and vehicles adhere to the minimum requirements to operate Axon Fl eet 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 requir es Cradlepoint support, Agency will contact Cradlepoint directly.

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 communicat ion 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 maintaining 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.

5.2 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 Ve hicle Software in whole or part; (e) use trade secret information contained in Axon Vehicle So ftware; (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)

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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 Devices. 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 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 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.

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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 standalo ne, 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 Respo nd 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 availa ble 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 di srupt 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 unders tands 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.

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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 Commun ities, Axon Redaction Assistant, or Axon Performance as a standalone, the subscription begi ns 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.

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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.

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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 Virtual 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, Agency 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 whole 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 confidentialit y or proprietary rights notices (including copyright and trademark notices) of Ax on or Axon’s licensors on or within Virtual Reality 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.

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Flock Software Terms of Use Appendix

1 Definitions.

Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross- referenced in this Section 1.

“Aggregated Data” means information that relates to a group or category of customers, from which individual customer identities have been removed, that is not linked or reasonably linkable to any customer, including via a device.

“Authorized End User” shall mean any individual employees, agents, or contractors of Customer accessing or using the Flock Serv ices through the Web Interface, under the rights granted to Customer pursuant to this Agreement.

"Customer Data” will mean the data, media and content provided by Customer through the Flock Services. For the avoidance of doubt, the Customer Data will include the Footage and geolocation information and environmental data collected by sensors built into the Units.

“Documentation” will mean text and/or graphical document ation, whether in electronic or printed format, that describe the features, functions and operation of the Flock Services which are provided by Flock to Customer in accordance with the terms of this Agreement.

“Embedded Software” will mean the software and/or firmware embedded or preinstalled on the Hardware.

“Flock IP ” will mean the Flock Services, the Documentation, the Hardware, the Embedded Software, the Installation Services, and any and all intellectual property therein or otherwise provided to Customer and/or its Authorized End Users in connection with the foregoing.

“Flock Services” means the provision, via the Web Interfac e, of Flock’s software application for automatic license plate detection, searching image records, and sharing Footage.

“Flock System” means collectively, the Hardware, Embedded Software, and Flock Services.

“Footage” means still images and/or video captured by the Hardware in the course of and provided via the Flock Services.

“Hardware” shall mean the Flock cameras and any other ph ysical elements that interact with the Embedded Software and the We b Interface to provide the Flock Services. The term “ Hardware” excludes the Embedded Software.

“Implementation Fee(s)” means the monetary fees associated with the Installation Services, as defined in Section 1.9 below.

“Installation Services” means the services provided by Flock including the installation, placements and configuration of the Hardware, pursuant to any Statement of Work.

“Non-Customer End User” means a Flock customer that has elected to give Customer access to its data in the Flock System.

“Non-Customer End User Data” means the Footage, geolocation data, environmental data and/or notifications of a Non-Customer End User.

“Support Services” shall mean On-site Services and Monitoring Services, as defined in Section

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2.9 below.

“Unit(s)” shall mean the Hardware together with the Embedded Software.

“Usage Fee” means the subscription fees to be paid by the Customer for ongoing access to Services and Hardware.

“Web Interface” means the website(s) or application(s) through which Customer and its Authorized End Users can access the Flock Services in accordance with the terms of this Agreement.

2 Flock Services.

2.1 Provision of Access . Subject to the terms of this Agreement, Flock hereby grants to Customer a non-exclusive, non-transferable righ t to access the features and functions of the Flock Services via the Web Interface during the term of Customer’s agreement, solely for the Authorized End Users. The Footage wi ll be available for Customer’s designated administrator, listed on the Order Form, and any Authorized End Users to access via the Web Interface for thirty (30) days. Authorized End Users will be required to sign up for an account, and select a password and username (“ User ID ”). Flock will also provide Customer with the Documentation to be used in accessing and using the Flock Services.

Customer shall be responsible for all acts and omissions of Authorized End Users, and any act or omission by an Authorized End User which, if undertaken by Customer, would constitute a breach of this Agreement, shall be deemed a breach of this Agreement by Customer. Customer shall undertake reasonable efforts to make all Authorized End Users aware of the provisions of this Agreement as applicable to such Authorized End User’s use of the Services, and shall cause Authorized End Users to comply with such provisions.

Flock may use the services of one or more th ird parties to deliver any part of the Flock Services, including without limitation using a third party to host the Web Interface which makes the Flock Services available to Customer and Authorized End Users. Flock will pass through any warranties that Flock receives from its then-current third-party service provider to the extent that such warranties can be provided to Customer. Except in the event of Flock's willful misconduct or negligence, such warranties as provided by such third-parties are Customer’s sole and exclusive remedy an d Flock’s sole and exclusive liability with regard to such third-party services, including without limitation, hosting the web interface.

Customer agrees to comply with any acceptable use policies and other terms of any third party service provider that are provided or otherwise made available to Customer from time to time.

2.2 Embedded Software License . Subject to all terms of this Agreement, Flock grants Customer a limited, non-exclusive, non-transf erable, non-sublicensable (except to the Authorized End Users), revocable right to use the Embedded Software as installed on the Hardware by Flock; in each case, solely as necessary for Customer to use the Flock Services.

2.3 Documentation License . Subject to the terms of this Agreement, Flock hereby grants to Customer a non-exclusive, non-transferable ri ght and license to use the Documentation during the Service Term for Customer’s internal purposes in connection with its use of the Flock Services as contemplated herein.

2.4 Usage Restrictions . The purpose for usage of the Hardware, Documentation, Services, support, and Flock IP is solely to facilitate gathering evidence that could be used in a lawful criminal investigation by the appropriate government agency and not for tracking activities that the system is not designed to capture (“Permitted Purpose”). Customer will not, and will not permit any Authorized End Users to, (i ) copy or duplicate any of the Flock IP; (ii) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software componen t of any of the Flock IP is compiled or

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interpreted, or apply any other process or procedure to derive the source code of any software included in the Flock IP, or attempt to do any of the foregoing, and Customer acknowledges that nothing in this Agreement will be construed to grant Customer any right to obtain or use such source code; (iii) modify, alter, tamper with or repair any of the Flock IP, or create any derivative product from any of the foregoing, or attempt to do any of the foregoing, except with the prior written consent of Flock; (iv) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Flock IP; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within any of the Flock Services or Flock IP; (vi) use the Flock Services, support, Hardware, Documentation or the Flock IP for anything other than the Permitted Purpose; or (vii) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as security or otherwise encumber, Customer’s rights under Sections 2.1, 2.2, or 2.3.

2.5 Retained Rights; Ownership . As between the Parties, subject to the rights granted in this Agreement, Flock and its licensors retain all right, title and interest in and to the Flock IP and its components, and Customer acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by this Agreement. Customer further acknowledges that Flock retains the ri ght to use the foregoing for any purpose in Flock’s sole discretion. There are no implied rights.

2.6 Suspension . Notwithstanding anything to the co ntrary in this Agreement, Flock may temporarily suspend Customer’s and any Authorized End User’s access to any portion or all of the Flock IP if (i) Flock reasonably determines that (a) there is a threat or attack on any of the Flock IP; (b) Customer’s or any Authorized End User’s use of the Flock Service disrupts or poses a security risk to the Floc k Service or any other customer or vendor of Flock; (c) Customer or any Authorized End User is/are using the Flock IP for fraudulent or illegal activities; (d) Flock’s provision of the Flock Services to Customer or any Authorized End User is prohibited by applicable law; (e) any vendor of Flock has suspended or terminated Flock’s access to or u se of any third party services or products required to enable Customer to access the Flock; or (f ) Customer has violated any term of this provision, including, but not limited to, utiliz ing the Services for anything other than the Permitted Purpose, and has failed to cure such violation within thirty days following written notice of such violation from Flock (each such suspension, in accordance with this Section

2.6, a “ Service Suspension ”). Flock will make commercially reasonable efforts, circumstances permitting, to provide written notice of any Service Suspension to Customer (including notices sent to Flock’s register ed email address) and to provide updates regarding resumption of access to the Floc k IP following any Service Suspension. Flock will use commercially reasonable efforts to resume providing access to the Flock Service as soon as reasonably possible after the even t giving rise to the Service Suspension is cured. Flock will extend the Customer’s term by the duration of any suspension (for any continuous suspension lasting at least one fu ll day) where the Service Suspension is not caused by the direct Customer’s actions or by the actions of parties associated with the Customer. Flock will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer or any Authorized End User may incur as a result of a Service Suspension.

2.7 Installation Services .

2.7.1. Designated Locations. Prior to performing the physical installation of the Units, Flock shall advise Customer on the location and positioning of the Units for optimal license plate image capture, as conditio ns and location allow. While Flock will provide advice regarding the location of positioning of such Units, Customer will have the ultimate decision regarding the location, position and angle of the Units (each Unit location so designated by Customer, a “ Designated Location”). Due to the fact that Customer selects the Designated Location, Flock shall have no liability to Customer resulting from any poor performance, functionality or Footage

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resulting from or otherwise relating to the Designated Locations. After an installation plan with Designated Locations and equipment has been agreed upon by both Flock and the Customer, any subsequent changes to the installation plan driven by Customer's request will incur a $250 charge in addition to any equipment charges. These changes include but are not limited to camera re-positioning, adjusting of camera mounting, re-angling, changes to heights of poles, and removing foliage.

2.7.2. Customer’s Installation Obligations. Customer agrees to allow Flock and its agents reasonable access to the designated instal lation locations at all reasonable times upon reasonable notice for the purpos e of performing the installation work (together with the preceding sentence, the “Customer Installation Obligations”).

It is understood that the Implementation Fees do not include any permits or associated costs, any federal, state or local taxes including property, license, privilege, sales, use, excise, gross rece ipts or other similar taxes which may now or hereafter become applicable to, measur ed by or imposed upon or with respect to the installation of the Hardware, its use, or any other services performed in connection therewith and that Customer shall be solely responsible for the foregoing. Customer represents and warrants that it has all necessary right title and authority and hereby authorizes Fl ock to install the Hardware at the Designated Locations and to make any necessary inspections or tests in connection with such installation.

2.7.3. Flock’s Installation Obligations. The Hardware shall be in stalled in a workmanlike manner in accordance with Flock’s standard installation procedures, and the installation will be completed within a reasonable time from the time that the Designated Locations are selected by Custo mer. Following the initial installation of the Hardware and any subsequent Re installs or maintenance operations, Flock’s obligation to perform installation work sha ll cease; however, Flock will continue to monitor the performance of the Units for the length of the Term and will receive access to the Footage for a peri od of three (3) business days after the initial installation in order to monitor performance and provide any necessary maintenance solely as a measure of quality control. Customer can opt out of Flock’s access to Footage after the initial installation which would waive Flock’s responsibility to ensure such action was successful. Customer understands and agrees that the Flock Services will not function without the Hardware. Labor may be provided by Flock or a third party.

2.7.4. Theft and Damage. Flock agrees to replace the Hardware up to one (1) time during the Term of the Agreement, at no cost to Customer, in the event of theft or damage.

Subsequent replacement due to damage or theft will be at Customer’s own expense, at a replacement cost of three hundred dollars ($300) per camera.

Customer shall not be required to replace subsequently damaged or stolen units; however, Customer understands and agrees that functionality, including Footage, will be materially affected due to such subsequently damaged or stolen units and that Flock will have no liability to Customer regarding such affected functionality nor shall the Fees owed be impacted.

2.7.5. Security Interest. The Hardware shall remain the personal property of Flock and will be removed upon the termination or expiration of Customer’s Agreement.

Customer agrees to perform all acts wh ich may be necessary to assure the retention of title of the Hardware by Flock. Should Customer default in any payment for the Flock Services or any part thereof or offer to sell or auction the Hardware, then Customer authorizes and empowers Flock to remove the Hardware or any part thereof. Such removal, if made by Flock, shall not be deemed a waiver of Flock’s rights to any damages Flock may sustain as a result of Customer’s default and Flock shall have the right to enforce any other legal remedy or right.

2.8 Hazardous Conditions . Unless other wise stated in the Agreement, Flock’s price for its

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services under this Agreement does not co ntemplate work in any areas that contain hazardous materials, or other hazardous cond itions, including, without limit, asbestos, lead, toxic or flammable substances. In the event any such hazardous materials are discovered in the designated locations in which Flock is to perform services under this Agreement, Flock shall have the right to cease work immediately in the area affected until such materials are removed or rendered harmle ss. Any additional expenses incurred by Flock as a result of the discovery or pres ence of hazardous material or hazardous conditions shall be the responsibility of Customer and shall be paid promptly upon billing.

2.9 Support Services. Subject to the payment of fees, Flock shall monitor the performance and of Flock Services and may, from time to time, advise Customer on changes to the Services or the Designated Locations which may improve the performance or functionality of the Services or may improve the quality of the Footage. The work, its timing, and the fees payable relating to such work shall be agreed by the Parties prior to any alterations to or changes of the Services or the Designated Locations (“Monitoring Services”). Subject to the terms hereof, Flock will provide Custo mer with reasonable technical and on-site support and maintenance services (“ On-Site Services ”) in -person or by email at [email protected]. Flock will use commercially reasonable efforts to respond to requests for support.

2.10 Intentionally deleted .

2.11 Changes to Platform . Flock Safety may, in its sole discretion, make any changes to any system or platform that it deems necessary or useful to (i) maintain or enhance (a) the quality or delivery of Flock Safety’s pr oducts or services to its customers, (b) the competitive strength of, or market for, Flock Safety’s products or services, (c) such platform or system’s cost efficiency or performance, or (ii) to comply with applicable law.

3 Customer Responsibilities.

3.1 Customer Obligations . Upon creation of a User ID, Customer agrees to provide Flock with accurate, complete, and updated registration information. Customer may not select as its User ID a name that Customer does not have the right to use, or another person’s name with the intent to impersonate that person. Customer may not transfer its account to anyone else without prior written permission . Customer will not share its account or password with anyone and must protec t the security of its account and password. Customer is responsible for any activity associated with its account. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services. Customer will, at its own expense, provide assistance to Flock, including, but not limited to, by means of access to, and use of, Customer facilities, as well as by means of assistance from Customer personnel to the limited extent any of the foregoing may be reasonably necessary to enable Flock to perform its obligations hereunder, including, without limitation, any obligations with respect to Support Services or any Installation Services.

3.2 Customer Representations and Warranties . Customer represents, covenants, and warrants that Customer will use the Services on ly in compliance with this Agreement and all applicable laws and regulations, including but not limited to any laws relating to the recording or sharing of video, photo, or au dio content. To the extent allowed by the governing law of the state mentioned in Section 9.6, or if no state is mentioned in Section

9.6, by the law of the State of Georgia, Customer hereby agrees to indemnify and hold harmless Flock against any damages, losses , liabilities, settlements and expenses, including without limitation costs and attorneys’ fees, in connection with any claim or action that arises from an alleged violation of Customer's representations and warranties made pursuant to this Section 3.2, Customer’s Installation Obligations, or otherwi se from Customer’s use of the Flock Services, Hardware and any Embedded Software, including

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any claim that such actions violate any applicab le law or third party right. Although Flock has no obligation to monitor Customer’s use of the Flock Services, Floc k may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

4 Confidentiality; Data, Feedback; Aggregated Statistics.

4.1 Customer and Non-Customer End User Data . As between Flock and Customer, all right, title and interest in the Customer Data and Non-Customer End User Data, belong to and are retained solely by Customer. Customer hereby grants to Flock a limited, non-exclusive, royalty-free, worldwide license to use the Customer Data and Non-Customer End User Data and perform all acts with respect to the Customer Data and Non-Customer End User Data as may be necessary for Flock to provide the Flock Services to Customer, and a non- exclusive, perpetual, irrevocable, worldwide , royalty-free, fully paid license to use, reproduce, modify and distribute the Customer Data and Non-Customer End User Data as a part of the Aggregated Data (as defined in Section 4.4 below). This Agreement does not by itself make any Non-Customer End User Data the sole property or the Proprietary Information of Customer.

4.2 Feedback . If Customer provides any suggesti ons, ideas, enhancement requests, feedback, recommendations or other information relating to the subject matter hereunder, Customer hereby assigns (and will cause its agents and representatives to assign) to Flock all right, title and interest (including intellectual property rights) with respect to or resulting from any of the foregoing.

4.3 Aggregated Data . Notwithstanding anything in this Agreement to the contrary, Flock shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Flock Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom). For the sake of clarity, Aggregated Data is compiled anonymous data which has been stripped of any personal identifying information. Customer acknowledges that Flock will be compiling Aggregated Data based on Customer Data and Non-Customer End User Data input into the Flock Services (“ Aggregated Data ”). Customer hereby grants Flock a non-exclusive, worldwide, perpet ual, royalty-free right and license (during and after the Service Term hereof) to use and distribute such Aggregated Data to improve and enhance the Services and for other marketing, development, diagnostic and corrective purposes in connection with the Flock Services and other Flock offerings. No rights or licenses are granted except as expressly set forth herein.

4.4 Confidentiality . Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party ”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information ” of the Disclosing Party). Proprietary Information of Flock includes non-public information regarding fe atures, functionality and performance of the Services. Proprietary Information of Custom er includes non-public data provided by Customer to Flock or collected by Flock via th e Unit, including the Footage, to enable the provision of the Services, which includes but is not limited to geolocation information and environmental data collected by sensors built into the Units (“Customer Data ”). The Receiving Party agrees: (i) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will the Receiving Party apply less than reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherw ise permitted herein) or divulge to any third person any such Proprietary Informati on. Flock’s use of the Proprietary Information may include processing the Proprietary Information to send Customer alerts, such as when a car exits Customer’s neighborhood, or to analyze the data collected to identify motion or

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other events. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. For clarit y, Flock may access, use, preserve and/or disclose the Footage to law enforcement authorities, government officials, and/or third parties, if legally required to do so or if Flock has a good faith belief that such access, use, preservation or disclosure is reasonably necessary to: (a) comply with a legal process or request; (b) enforce this Agreement, including investigation of any potential violation thereof; (c) detect, prevent or otherwise addres s security, fraud or technical issues; or (d) protect the rights, property or safety of Flock, its users, a third party, or the public as required or permitted by law, including resp ond to an emergency situation. In the event Customer requests Flock to enable law enfo rcement monitoring against law enforcement hotlists, Customer hereby expressly grants Flock a non-exclusive, worldwide, perpetual, royalty-free right and license (during and after the term hereof) to disclose the Customer Data (inclusive of any Footage and Footage search access) to enable law enforcement monitoring against law enforcement hotlists. Flock may store deleted Footage in order to comply with certain legal obligations but such retained Footage will not be retrievable without a valid court order, subject to Section 9.1 below.

5 RESERVED.

6 RESERVED.

7 Remedy; Warranty; and Disclaimer.

7.1 Remedy . Upon a malfunction or failure of Hardware or Embedded Software (a “ Defect”), Customer must first make commercially reasonable efforts to address the problem by contacting Flock’s technical support as described in Section 2.9 above. If such efforts do not correct the Defect, Flock shall, or shall instruct one of its contractors to, in its sole discretion, repair or replace the Hardware or Embedded Software suffering from the Defect.

Flock reserves the right in their sole discretion to refuse or delay replacement or its choice of remedy for a Defect until after it has insp ected and tested the affected Unit; provided that such inspection and test shall occur within seventy-two (72) hours after Customer notifies the Flock of a Defect. In the event of a Defect, Flock will repair or replace the defective Unit at no additional cost. In the ev ent that a Unit is lost, stolen, or damaged, Flock agrees to replace the Unit at a fee ac cording to the then-current Reinstall Policy (https://www.flocksafety.com/reinstall-fee-schedule). Customer shall not be required to replace subsequently lost, damaged or stolen Units, however, Customer understands and agrees that functionality, including Footage, will be materially affected due to such subsequently lost, damaged or stolen units and that Flock will have no liability to Customer regarding such affected functionality nor shall the Usage Fee or Implementation Fees owed be impacted.

7.2 Exclusions . Flock will not provide the remedy described in Section 7.1 above if any of the following exclusions apply: (a) misuse of the Hardware or Embedded Software in any manner, including operation of the Hardware or Embedded Software in any way that does not strictly comply with any applicable specifications, documentation, or other restrictions on use provided by Flock; (b) damage, alte ration, or modification of the Hardware or Embedded Software in any way; or (c) combination of the Hardware or Embedded Software with software, hardware or other technology that was not expressly authorized by Flock.

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7.3 Warranty . Flock shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Flock Services. Flock Services may be temporaril y unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Flock or by third-party providers, or because of other causes beyond Flock’s reasonable control, but Flock shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

7.4 Disclaimer . THE REMEDY DESCRIBED IN SECTION 7.1 ABOVE IS CUSTOMER’S SOLE REMEDY, AND FLOCK’S SOLE LIABILITY, WITH RESPECT TO DEFECTIVE HARDWARE AND/OR EMBEDDED SOFTWARE. THE FLOCK DOES NOT WARRANT THAT THE FLOCK SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR

DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE FLOCK SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN

THIS SECTION, THE FLOCK SERVICES AND INSTALLATION SERVICES ARE PROVIDED “AS IS” AND FLOCK DISCLAIMS ALL WARRANTIES, EXPRESS OR

IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF

MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT.

7.5 Force Majeure . Flock Safety is not responsible nor liable for any delays or failures in performance from any cause beyond its control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, floods, power blackouts, strikes, weather condit ions or acts of hackers, internet service providers or any other third party or acts or omissions of Customer or any Authorized End User.

8 Limitation of Liability and Indemnity.

8.1 Limitation of Liability . NOTWITHSTANDING ANYTHING TO THE CONTRARY, FLOCK

AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL HARDWARE AND

TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES,

CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH

RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND

CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR

INTERRUPTION OF USE OR FOR LOSS OR INACCURACY, INCOMPLETENESS OR

CORRUPTION OF DATA OR FOOTAGE OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B)

FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND FLOCK’S ACTUAL KNOWLEDGE OR

REASONABLE CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY

TO CAPTURE FOOTAGE OR IDENTIFY AND/OR CORRELATE A LICENSE PLATE WITH THE FBI DATABASE; (D) FOR ANY PUBLIC DISCLOSURE OF PROPRIETARY INFORMATION MADE IN GOOD FAITH; OR (E) FOR ANY AMOUNTS THAT,

TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE

FEES PAID AND/OR PAYABLE BY CUSTOMER TO FLOCK FOR THE FLOCK SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE

ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT OF AN EMERGENCY, CUSTOMER SHOULD CONTACT 911 AND SHOULD NOT RELY ON THE FLOCK SERVICES.

8.2 Responsibility . Each Party to this Agreement shall assume the responsibility and liability for the acts and omissions of its own employees, deputies, officers, or agents, in connection with the performance of their official duties under this Agreement. Each Party to this Agreement shall be liable (if at all) only for the torts of its own officers, agents, or employees

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that occur within the scope of their official duties. Customer will not pursue any claims or actions against Flock’s suppliers.

8.3 Indemnity . Customer hereby agrees to indemnify and hold harmless Flock against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of Section 3.1, a breach of this Agreement, Customer’s sharing of any data in connection with the Flock system, Flock employees or agent or Non-Customer End Users, or otherwise from Customer’s use of the Flock Services, Hardware and any Software, including any claim that such actions violate any applicable law or third party right.

Although Flock has no obligation to monitor Customer’s us e of the Flock Services, Flock may do so and may prohibit any use of the Fl ock Services it believes may be (or alleged to be) in violation of the Section 3.2 or this Agreement.

9 Record Retention.

9.1 Data Preservation . The Customer agrees to store Customer Data and Non-Customer End User Data in compliance with all applicable local, state and federal laws, regulations, policies and ordinances and their associated record retention schedules. As part of Customer’s consideration for paid access and no-fee access to the Flock System, to the extent that Flock is required by local, state or federal law to store the Customer Data or the Non-Customer End User Data, Customer agrees to preserve and securely store this data on Flock’s behalf so that Flock can delete the dat a from its servers and, should Flock be legally compelled by judicial or government order, Flock may retrieve the data from Customer upon demand, provided, however, if Flock receives a disclosure request for Customer Data, Flock will give Customer notice, unless legally prohibited from doing so, to allow Customer to file an objection with the court or administrative body.

10 Miscellaneous.

10.1 Publicity . Flock has the right to reference and use Customer’s name and trademarks and disclose the nature of the Flock Services provided hereunder in each case in business and development and marketing efforts, including without limitation on Flock’s website.

10.2 Export . Customer may not remove or export from the United States or allow the export or re-export of the Flock IP or anything relate d thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign Customer or authority. As defined in FAR section 2.101, the Flock Services, the Hardware, the Em bedded Software and Documentation are “commercial items” 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 section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, pe rformance, 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 Agre ement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

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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 su ch 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 fo r 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, whi ch 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 Skydio 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 Sk ydio, and any Updates thereto, whether or not embedded on read only memory. Onboard Soft ware 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 aircra ft, 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 applicable Skydio License Term for such Advanced Software

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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 Softwa re Package for the use of an Advanced Software, as specified in the Quote, a limite d, 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 Customer 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 righ t 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 licen se 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 of 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 Licens e are not transferable 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 th e replacement Authorized Unit, the Advanced Software License of the inoperable unit that 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 condition 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 Skyd io Software: (i) license, sublicense, sell, 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 otherwise mo dify it; (iv) remove or modify a copyright, trademark, logo or other proprietar y rights notice or brand labeling in it; (v) use it to reproduce, distribute, display, transmit, or use material protected by copyrigh t 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

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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 Cu stomer; 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 anothe r 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) Cus tomer’s license rights shall be limited to the evaluation of that Skydio Software, (ii) Custo mer 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 pa tent, 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 purchased by Cus tomer) 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 reserv ed by Skydio and its suppliers. There are no implied licenses under this Agreement.

10 Fees. Skydio reserves the right to suspend and/or te rminate 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

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OSS license 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 tr ansferred 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 section 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 automatically 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 the 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 Agreement 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 such 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 requir ed 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 an d must destroy or return to Skydio all copies of the Skydio Software and associated documentation in its possession or control.

The following sections shall survive 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 granted herein are subject to, Skydio

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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 produc ts 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 Warr anty 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 stat utory, 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 duration 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 . Customer and Customer’s authorized users agree to use the Skydio Hardware only in a manner that complies with al l laws. Customer shall ensure that it and its authorized users operate product 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 systems may cause injury to persons or property.

Customer shall at all times comply with all applicab le local, state, national, and international laws and regulations related to the operation of unmanned aircraft systems in any territory of operation, including 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 an d maintain all necessary licenses, consent, and authorizations of any kind necessary to operate unmanned aircraft systems.

18 Feedback. If Customer or Customer’s authorized users send Skyd io comments, suggestions, ideas, materials, notes, drawings, concepts or other information (collectively, “ Submissions”), Customer and Customer’s authorized users (as ap plicable) 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 otherwise 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 th e 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 cont ent 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

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Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 12.0
Release Date: 12/18/2020 Page 40 of 49
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 Soft ware that causes the Advanced Software to be inoperable (“Error”), all in accordance with Skydio’s support policies published on its Website, as updated from time to time. Errors do not includ e, 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 us e of Software other than in accordance with the applicable specifications provided by Skydio. Supp ort 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 cont act 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 a n 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 th e 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. Customer 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 obligations 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 hardwar e or services not approved by Skydio; (c) use of Skydio Products and services other than as pe rmitted 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) Cus tomer’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 unde r 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 Products, services and technolo gy 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

Master Services and Purchasing Agreement

Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 12.0
Release Date: 12/18/2020 Page 41 of 49
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 Comma nder license, 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 confidentialit y or proprietary rights notices (including copyright and trademark notices) of Axon or Ax on’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 In ternet 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 co mputer equipment necessary to use Commander.

Axon may provide technical support of a prior re lease/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.

Master Services and Purchasing Agreement

Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal
Version: 12.0
Release Date: 12/18/2020 Page 42 of 49
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 wi th such monitoring or obscure from Axon Agency’s use of API Service. Agency will not use API Service for commercial use.

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.