San Bruno City Council
June 23, 2026

DISCUSSION:

Each advisory body identified potential priority areas for FY 2026-27 at earlier meetings, and following staff refinement, revised draft work plans were presented for final review. The Parks and Recreation Commission reviewed its plan on April 15, 2026, the Senior Advisory Board on May 19, 2026, and the Culture and Arts Commission on May 21, 2026. In each case, the body unanimously recommended approval of its respective Work Plan for City Council consideration.

The proposed Parks and Recreation Commission Work Plan identifies focus areas where the Commission can provide input, support community engagement, and advance initiatives affecting use of parks and recreation facilities:
 Attendance at events and encouraging participation for residents and visitors  Supporting the field allocation and concession use policy  Supporting development of a commercial use policy and fee structure  Providing input on playground triage, park assessments, and CIP projects  Supporting public input for Lion's Park/Belle Air Master Plan  Providing input on the dog park design and research funding The proposed Senior Advisory Board Work Plan sets the Board's priorities for a critical year ahead, shaped by a potential Senior Center remodel, ongoing programming decisions, and the need to build support for the Senior Nutrition Program:
 Senior Center Remodel – Providing input on program continuity and alternative service delivery during the transition
 Nutrition Program Sustainability – Increasing awareness, participation, and long-term sustainability through education and voluntary contributions  Age-Friendly City Initiative – Evaluating prior efforts and identifying priorities to maintain San Bruno's Age-Friendly designation
 Downtown Development – Promoting an age-inclusive downtown with safe access to economic, transportation, and community spaces
 Emergency Preparedness – Improving preparedness for older adults through accessible information and targeted outreach
 Community Engagement – Encouraging member attendance at events to strengthen the Board's visibility and community connection
 Senior Center 40th Anniversary – Celebrating the Center's history and impact in January 2027
The proposed Culture and Arts Commission Work Plan identifies focus areas supporting the community's artistic development and the preservation of San Bruno's diverse cultural heritage:
 Attendance at events and encouraging participation for residents and visitors  Supporting programming at Centennial Plaza
 Supporting public art and advising on selections
 Supporting the Mural Program
 Supporting rotating exhibitions in City spaces
 Providing input on Winter Windows Wonderland

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Honorable Mayor and Members of the City Council
June 23, 2026

Each work plan further identifies intended outcomes, participating members or subcommittees, and anticipated timelines for each priority area. Approval by the City Council formalizes each body's FY 2026-27 priorities while preserving flexibility to respond to additional topics or City priorities throughout the year.

FISCAL IMPACT:

There is no direct fiscal impact associated with this report. Individual projects, events, or initiatives identified within the work plan may be evaluated separately for fiscal impact as needed.

ENVIRONMENTAL IMPACT:

The action is not a project subject to CEQA.  City Council’s action is not considered a “Project” per CEQA Guidelines and therefore no further environmental analysis is required.

RECOMMENDATION:

Adopt a Resolution Approving of the Fiscal Year 2026-27 Parks and Recreation Commission, Senior Advisory Board and Culture and Arts Commission Work Plans.

ALTERNATIVES:

1. Provide additional direction or modifications to the proposed work plans.

2. Decline to adopt the proposed work plans.

ATTACHMENTS:

1. Resolution

2. FY 2026-27 Parks and Recreation Recommended Work Plan

3. FY 2026-27 Senior Advisory Board Recommended Work Plan

4. FY 2026-27 Culture and Arts Commission Recommended Work Plan

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1 RESOLUTION NO. 2026 - ___

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN BRUNO APPROVING THE FISCAL YEAR 2026-27 PARKS AND RECREATION COMMISSION, SENIOR ADVISORY

BOARD, AND CULTURE AND ARTS COMMISSION WORK PLANS
WHEREAS, the Parks and Recreation Commission serves as an advisory body to the City Council on matters related to parks, recreation programs, and community services; and WHEREAS, the Senior Advisory Board serves as an advisory body to the City Council on programs and activities for senior citizens age fifty and over; and WHEREAS, the Culture and Arts Commission serves as an advisory body to the City Council on matters related to promoting the artistic development of the community and preserving San Bruno's diverse cultural heritage; and
WHEREAS, each fiscal year these advisory bodies develop a work plan to identify key priorities and focus areas that align with community needs, City initiatives, and their respective advisory roles; and
WHEREAS, the proposed FY 2026-27 Parks and Recreation Commission Work Plan includes focus areas related to community engagement, field allocation and concession use policy, development of a commercial use policy and fee structure, playground triage and park assessments as well as CIP projects, Lion’s Park/Belle Air Master Plan, and dog park design; and
WHEREAS, the proposed FY 2026-27 Senior Advisory Board Work Plan includes focus areas related to the Senior Center remodel, Nutrition Program sustainability, the Age-Friendly City initiative, downtown development, emergency preparedness, community engagement, and the Senior Center’s 40th Anniversary; and
WHEREAS, the proposed FY 2026-27 Culture and Arts Commission Work Plan includes focus areas related to community engagement, programming at Centennial Plaza, public art, the Mural Program, rotating exhibitions in City spaces, and the Winter Windows Wonderland; and WHEREAS, the proposed work plans align with City Council initiatives and support ongoing efforts to enhance programs, services, accessibility, and quality of life for residents in San Bruno; and
WHEREAS, on April 15, 2026, the Parks and Recreation Commission conducted a final review of their proposed FY 2026-27 Work Plan and unanimously recommended approval to the City Council; and
WHEREAS, on May 19, 2026, the Senior Advisory Board conducted a final review of their proposed FY 2026-27 Work Plan and unanimously recommended approval to the City Council; and
WHEREAS, on May 21, 2026, the Culture and Arts Commission conducted a final review of their proposed FY 2026-27 Work Plan and unanimously recommended approval to the City Council; and
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ATTACHMENT 1
2 WHEREAS, the City Council has reviewed the proposed FY 2026-27 Parks and Recreation Commission Work Plan and finds that adoption of the work plan supports the continued engagement and advisory efforts of the Parks and Recreation Commission; and WHEREAS, the City Council has reviewed the proposed FY 2026-27 Senior Advisory Board Work Plan and finds that adoption of the work plan supports the continued engagement and advisory efforts of the Senior Advisory Board; and
WHEREAS, the City Council has reviewed the proposed FY 2026-27 Culture and Arts Commission Work Plan and finds that adoption of the work plan supports the continued engagement and advisory efforts of the Culture and Arts Commission.

NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of San Bruno hereby approves the Fiscal Year 2026-27 Parks and Recreation Commission Work Plan, the FY 2026-27 Senior Advisory Board Work Plan, and the FY 2026-27 Culture and Arts Commission Work Plan.
---oOo---
I hereby certify that foregoing Resolution No. 2026 – ___ was introduced and adopted by the San Bruno City Council at a regular meeting on June 23, 2026, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:
_________________________________
Lupita Huerta, City Clerk

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City of San Bruno Parks and Recreation Commission Work Plan FY 2026-27 Commission Approval: April 15, 2026
Council Approval: Tentative June 23, 2026
Work Plan Item Assignments Timeline Intended Outcomes
1 Attendance at Events
and Encouraging
Attendance for
Residents and Visitors
All Ongoing Strengthen commissioner connection to the community, gain firsthand insight into programs and services, and educate on their policy and advisory role. Commissioner presence also demonstrates visible support for staff and reinforces community trust and engagement. Commissioners are encouraged to attend at least two events annually to ensure consistent exposure and meaningful participation.
2 Field Allocation and
Concession Use
Policy
Ad Hoc- Completion
April 2027
To develop a clear, fair, and transparent policy including a supporting fee structure that reflects community needs and City priorities. Working closely with Recreation staff and key stakeholders, including user groups and leagues, the ad hoc will gather input, address challenges, and provide practical recommendations to ensure the policy is consistent and equitable. 3 Commercial Use
Policy
Ad Hoc- November
2026
To create a clear, enforceable framework that addresses unauthorized (“rogue”) instructors operating in parks and facilities. Through collaboration with staff and key stakeholders, the ad hoc will help define appropriate use standards, establish equitable fees, and develop practical guidelines that protect public access, ensure fairness, and support consistent enforcement.
4 Playground and CIP
Advisory/Park
Assessment
Ad Hoc Ongoing To provide meaningful opportunities for input and public participation in prioritizing projects, ensuring that investment decisions are transparent, informed, and aligned with community needs.
6 Lion’s Park/Belle Air
Master Plan
(Contingent Upon CIP
Approval)
All June 2027 To provide a structured forum for public participation, gather and synthesize community input, and develop informed recommendations to the City Council that reflect community priorities and guide long-term park planning and investment decisions.
7 Dog Park Design
Advisory (Contingent
Upon CIP Approval)
All February
2027
Ensuring a well-informed, community-supported design that reflects both user needs and City priorities. Provide a structured forum for meaningful public participation, allowing residents and stakeholders to offer input, identify concerns, and contribute ideas. Help to identify funding opportunities for a future construction project.
195 of 331 ATTACHMENT 2
City of San Bruno Senior Advisory Board Work Plan FY 2026-27 Commission Approval: May 19, 2026
Council Approval: Tentative June 23, 2026
Work Plan Item Assignment Timeline Intended Outcomes
1 Attendance at Events
and Encouraging
Participation for
Residents and Visitors
All Ongoing To strengthen commissioner connection to the community, increase visibility of the Board, and gather firsthand insight into programs and services to better inform recommendations and advisory input. Commissioners are encouraged to attend at least two events annually.
2 Supporting
Implementation of the
Age-Friendly City
Initiative
Ad-Hoc:
(Bonzani, Dunn,
Chin)
FY 2026–
27 Evaluate the status of previous Age-Friendly efforts, identify priority focus areas, and provide recommendations that support an updated, actionable work plan aligned with community needs, while supporting continued progress toward maintaining San Bruno’s Age-Friendly City designation. 3 Providing Input on
Programming During the
Senior Center Remodel
Ad-Hoc: (Hom,
Madden, Satow)
FY 2026–
27 To provide input on program continuity and alternative service delivery strategies during the remodel period, ensuring older adults remain engaged and supported throughout the transition.
4 Supporting Older Adult
Engagement in
Downtown Development
Efforts
All FY 2026–
27 To provide recommendations that promote an age-inclusive downtown, ensuring older adults can safely access, participate in, and benefit from economic development, transportation, and community spaces. 5 Supporting Education
and Outreach - Senior
Nutrition Program
Ad-Hoc:
(Boscono, Hom,
Satow)
FY 2026–
27 To increase awareness of the Nutrition Program, encourage participation, and support long-term sustainability through education on program benefits and voluntary contributions.
6 Providing Input on
Emergency
Preparedness Efforts for
Older Adults
All FY 2026–
27 Support improved preparedness for older adults through accessible information, and targeted outreach; helping ensure residents are better equipped to respond to emergencies at home and within the community. 7 Supporting the Senior
Center 40th Anniversary
Celebration
All January
27 Celebrate the history and impact of the Senior Center, strengthen community connection, and increase visibility through events, storytelling, and outreach that engage both current participants and the broader community. 196 of 331 ATTACHMENT 3
City of San Bruno Culture and Arts Commission Work Plan FY 2026-27 Commission Approval: May 21, 2026
Council Approval: Tentative June 23, 2026
Work Plan Item Assignmen
t
Timelin
e
Intended Outcomes
1 Attend & volunteer
at City Community
Services events
while promoting
participation among
residents & visitors.

All Ongoing Strengthen commissioners’ community connections, deepen their understanding of programs and services, and support their policy and advisory roles.

Participation demonstrates support for staff and helps build public trust and engagement. Each commissioner will attend at least two events annually and actively contribute to arts or cultural community engagement activities at two additional events aligned with the events’ purposes.
2 Assist - Promotion of
City arts and culture
programs and
events
All Ongoing Commissioners will assist City staff with submission of programs and events to public calendars as well as traditional and social media channels to help increase visibility in the community.
3 Explore feasibility of
programming at
Centennial Plaza
(Contingent Upon
Budget Approval)
Ad Hoc:

1. 2.

May
2027
Commissioners will identify community interests through surveys, information sessions, and other outreach; recommend City-permitted 2026/27 programs or events; and develop pilot proposals, timelines, and budgets. Programs will be planned and implemented primarily by commissioners with minimal staff involvement, and continuation will be evaluated after the pilot phase. 4 Downtown Public Art
Project
(Contingent Upon
Council Approval)
Ad Hoc:

1. 2.

May
2027
Identify and recommend a downtown San Bruno public art project aligned with City Council priorities. The Commission will gather community input, develop recommendations for City Council, and assist staff with the artist call and jury process.
5 Mural Program Ad Hoc:

1. Seymour

2. Hanhan
Ongoing The ad hoc committee will review mural proposals and recommend action to the City Council, assist with artist selection and jury processes, gather community input, and support public art recommendations that reflect community priorities. 6 Rotating Exhibitions
in City Spaces
Ad Hoc:

1. 2.

Ongoing Ad hoc will advise on guidelines and processes and serve on the jury panel. 7 Winter Windows
Wonderland
Ad hoc:

1. 2.

Dec.
2026
Ad hoc will reevaluate the program involving holiday window decorations in downtown businesses and may serve as jurors if the program continues. 197 of 331 ATTACHMENT 4

Honorable Mayor and Members of the City Council
June 23, 2026

Approval of the agreement will ensure continuity of critical utility billing functions and support the reliable collection of water utility revenues.

FISCAL IMPACT:

The total cost of the agreement is not to exceed $30,413.40 for the one-year term. Funding for the agreement will be shared between the Water Enterprise Fund and the Finance Department.

The Water Enterprise Fund will fund $24,307.93 of the agreement cost, while the Finance Department will fund the remaining $6,105.47 associated with utility billing functions that support citywide financial operations.

Sufficient funding is available within the recommended adopted Fiscal Year 2026-27 budget for both departments. Approval of the agreement will not require a budget amendment and will support the continued operation and maintenance of the City's water utility billing system.

ENVIRONMENTAL IMPACT:

The proposed action is not a project under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15378 because it involves administrative and organizational activities that will not result in a direct or indirect physical change in the environment.

RECOMMENDATION:

Adopt a Resolution authorizing the City Manager to execute a non-standard General Services Agreement with Progressive Solutions Inc. for water utility billing software maintenance in an amount not to exceed $30,413.40.

ALTERNATIVES:

The City Council could choose not to approve the agreement with Progressive Solutions Inc.

This alternative is not recommended because it would eliminate access to software maintenance, technical support, updates, and troubleshooting services necessary for the continued operation of the City's water utility billing system. Without vendor support, the City could experience disruptions to billing operations, delays in revenue collection, increased system security risks, and potential compliance issues.

Staff recommends approval of the agreement with Progressive Solutions Inc. to ensure continued operation, maintenance, and support of the City's existing water utility billing system while maintaining continuity of service for utility customers and preserving reliable revenue collection for the Water Enterprise Fund.

ATTACHMENTS:

1. Resolution

2. Non-Standard General Services Agreement with Progressive Solutions Inc.

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1 RESOLUTION NO. 2026-__

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN BRUNO AUTHORIZING

THE CITY MANAGER TO EXECUTE A NON-STANDARD GENERAL SERVICES AGREEMENT WITH PROGRESSIVE SOLUTIONS INC. FOR WATER UTILITY BILLING SOFTWARE MAINTENANCE IN AN AMOUNT NOT TO EXCEED $30,413.40 WHEREAS, Progressive Solutions Inc. provides software maintenance and support services for the City's utility billing system, which is utilized to support water utility billing operations; and
WHEREAS, continued maintenance and support services are necessary to ensure the reliable operation of the City's utility billing system; and WHEREAS, the City Council finds that approval of the agreement is in the best interest of the City to maintain uninterrupted utility billing operations.

WHEREAS, sufficient funding is available within the adopted Fiscal Year 2026-27 budget, with $24,307.93 funded by the Water Enterprise Fund and $6,105.47 funded by the Finance Department.

NOW, THEREFORE, BE IT RESOLVED THAT the City Council of the City of San Bruno hereby authorizes the City Manager, or designee, to execute a non-standard General Services Agreement with Progressive Solutions Inc. for water utility billing software maintenance services in an amount not to exceed $30,413.40 for the period of July 1, 2026 through June 30, 2027, in a form approved by the City Attorney.

NOW, THEREFORE, BE IT FURTHER RESOLVED THAT the City Manager, or designee, is authorized to take all actions necessary to implement this Resolution. ---oOo---
I hereby certify that foregoing Resolution No. 2026 - ______ was introduced and adopted by the San Bruno City Council at a regular meeting on June 23, 2026, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers
ABSENT: Councilmembers:

Lupita Huerta, City Clerk
200 of 331 ATTACHMENT 1

Progressive Solutions, Inc.

P O Box 783
Brea, CA 92822
PROGRESSIVE SOLUTIONS INC.
www.progressivesolutions.com

INVOICE
Invoice Details
Invoice Number
4181

Software Maintenance-PaymentCentral (07/01/2026 - 06/30/2027) Software Maintenance - MGO Payments Interface (07/01/2026 - 06/30/2027) SanMateo-SanBruno
5,046.20
1,059.27

0.00 We appreciate your business. TOTAL $6,105.47

202 of 331

Progressive Solutions, Inc.

P O Box 783
Brea, CA 92822
PROGRESSIVE SOLUTIONS INC.
www.progressivesolutions.com

INVOICE
Invoice Details
Invoice Number
4205

UtilityExplorer Software Maintenance (07/01/2026 - 06/30/2027) Software Maintenance - Split Bill Maintenance (07/01/2026 - 06/30/2027) Software Maintenance - Lockbox Interface (07/01/2026 - 06/30/2027) Software Maintenance - VertexOne Integration (07/01/2026 - 06/30/2027) Hardware Maintenance for above item (07/01/2026 - 06/30/2027) per Comprehensive Hardware Maintenance Agreement
SanMateo-SanBruno
18,719.43
625.30
2,009.91
1,854.00
1,000.49T

98.80 We appreciate your business. TOTAL $24,307.93

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Progressive Solutions Inc.

P O BOX 783
BREA, CA 92822

PROGRESSIVE SOLUTIONS
www.progressivesolutions.com

Upon timely payment of the above total due, Customer shall be licensed to use the above identified Progressive Solutions Inc. software/modules for the License Term and number of Users as defined in this Order.

LICENSE TERM
License Start Date: 7/1/2026 License End Date: 6/30/2027 *Customer’s License Start Date will commence no earlier than the signature date of this Order

TERMS OF USE
See Software Maintenance Agreement below

PAYMENT TERMS
Payment Annually Payment Terms The Above Total Is Due Prior to Frequency License Expiration To Avoid
Cessation of Software/Services
and a 25% Reinstatement Fee

CITY OF SAN BRUNO

Signature Date

Name Title

PROGRESSIVE SOLUTIONS INC.

Signature Date

Name Title
*Please Note - To avoid late penalties and to ensure continuation of service, receipt of a signed agreement prior to expiration entitles you to a 30-day payment grace period without penalty. Please SIGN & RETURN attached Software Maintenance Agreement or remit payment, by 6/30/2026.

USAGE RIGHTS
EXECUTION:

To avoid conflicting terms arising out of the integration of this Agreement, resulting purchase orders, letters and confirmation, the parties agree that should any conflict arise with any other unilateral writings of either party, this Agreement shall govern. Both Parties via their signatures below or electronically hereby certify 1) they are authorized to sign this agreement and 2) each signer accepts the attached terms and conditions on behalf of the above referenced organization. The Receiving Party via their signature below or electronically hereby certifies that there are no contractual conflicts with respect to any existing city charter or similar legislation or that any conflicts have been identified, fully disclosed to Licensor in writing and such written documentation has been attached to/made a part of this agreement; further any unidentified/unincorporated legislative c onflicts shall be deemed waived.

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AGSOFTMT(4.2) Page 3 of 6
PROGRESSIVE SOLUTIONS INC. EXHIBIT A: SOFTWARE

MAINTENANCE AGREEMENT

I. NATURE AND DURATION OF SUPPORT.

Progressive Solutions Inc., a California corporation herein after referred to as "Licensor" is in the business of providing software maintenance services (herein after referred to as “Software Maintenance”). Software Maintenance is intended to facilitate smooth & efficient ongoing operations of the Licensed software. Licensee as identified above as ‘Account Name’ desires to obtain Software Maintenance for the specified Licensed software. This Agreement provides for remote services to be performed in Orange County, California, only during normal business hours ( 6:30am PST to 5pm PST).

Maintenance services shall start and end on the dates specified above in the section titled LICENSE TERM. Services shall expire at 5:00 PM Pacific Standard Time on the end date specified above unless renewed (WHETHER AUTOMATIC OR MANUAL) as set forth below. Support outside of normal business hours is available for purchase.

Requests for service for which the intended result is of negligible operational benefit are not available free of additional charge under this Software Maintenance Agreement. (i.e. Changing the name of a non-Licensor hosted server absent a hardware upgrade which consequently results in the need to reinstall/verify the SQL data base software, the operating system, the Licensed software and to update every Licensee machine that runs the Licensed software.) Licensees that purchase after hours support will be provided with the appropriate contact information. Licensor reserves the right to prorate the software maintenance fee and provide more or less than one year of coverage so that subsequent Software Maintenance Agreements expire on the above referenced License End Date. UNLESS WRITTEN NOTICE OF TERMINATION HAS BEEN PROVIDED BY LICENSEE TO LICENSOR NO LATER THAN 60 DAYS PRIOR TO

EXPIRATION

OF THIS SOFTWARE MAINTENANCE AGREEMENT, THIS

AGREEMENT SHALL AUTOMATICALLY RENEW THEREAFTER FOR A PERIOD

OF TIME EQUAL TO THE DURATION OF THIS AGREEMENT AT THE SPECIFIED MAINTENANCE RATES IN EFFECT AT THAT TIME FOR THE RENEWAL PERIOD.

NO OTHER TERMINATION OF THE AUTOMATIC RENEWAL PROVISION IS AVAILABLE. UPON EXPIRATION OF THE LICENSED SOFTWARE, SOME OR ALL

OPERATIONAL FEATURES MAY NO LONGER FUNCTION AND NO SUPPORT SHALL BE AVAILABLE. THE LICENSED SOFTWARE MAY BE REACTIVATED WITHIN
30 DAYS BY PAYMENT OF THE OUTSTANDING SOFTWARE

MAINTENANCE INVOICE PLUS THE REINSTATEMENT FEE IDENTIFIED ON THE COVER PAGE OF THIS AGREEMENT.

II. LICENSEE'S RIGHTS, OBLIGATIONS & REPRESENTATIONS
a) Training for users, managers and other personnel is essential for efficient operation of the Licensed software. Licensee shall designate one employee as a primary contact for each Licensed software application. The designee must have been trained to use the Licensed software, must regularly use the system(s) and be primarily responsible for daily results/operation of the system(s). While designee may assign follow-up on a request for service to another staff member, designee must initiate contact with Licensor's support personnel and relate their questions or issues. Designee shall coordinate and/or test/verify all configurations including but not limited to: general ledger accounts, rates, rate types billing & charge groups. In addition, designee shall coordinate availability of necessary IT staff for software updates and installation ( when required by your local policy). Licensor understands that staff turnover is inevitable. Should a change to the designee be required, a proposed designee shall meet at least one of these requirements 1) be well trained by the previous trained designee ( passage of a test on software functionality may be required) 2) have scheduled/received onsite or remote training from Licensor at current rates or 3) agreed to regularly attend Licensor’s annual user conference (only if conference is scheduled to occur within 3 months of the proposed designee change as training is crucial to smooth operations ). Once at least one of the above conditions has been met, please contact Licensor to obtain the designee change form for subsequent submittal to Licensor. Such training is neither available nor appropriate via customer support lines. Licensee acknowledges that updates/version releases/patches made available to Licensee from time to time are an integral part of the overall performance and value of the Licensed commercial configured software. For local implementations, Licensee shall make a good faith effort to 1) install all software updates/version releases/ operating system patches in a test environment for thorough evaluation and testing prior to deployment in a production environment. And 2) install the tested upgrades/version releases/ operating system patches promptly after completion of testing occurring no later than nine (9) months from the date such updates are made available by Licensor. If the corrective nature of software upgrades are not promptly reviewed and/or the software upgrade installed shortly after notification of availability from Licensor, Licensor staff shall NOT provide further support (i.e. workarounds) relating to any issues where Licensor has offered Licensee a recommended resolution that requires implementation of a software update. Further as software versions older than one year are more expensive to support, when appropriate an obsolescence surcharge may be added to the next support invoice.
b) Software corrections are defined as: Li censor software updates as well as specified operating system patches. Licensee agrees to implement software corrections that have been identified as necessary by Licensor and to ensure that the requirements identified in Exhibit B: (Requirements) are met by all machines intended to execute the Licensed software. Licensee understands that software corrections are typically implemented via new software releases. Failure to implement those identified software corrections or to maintain the specified requirements shall relieve Licensor from any and all Software Maintenance responsibilities relating to any Licensee reported issue(s) that the Licensor correction(s) was/were offered to address for local non- hosted implementations. In the event Licensee fails to implement identified software corrections, any subsequent services relating to the Licensee reported issue(s) will only be provided on an emergency time and materials basis. Unlike the business models of other providers where products become obsolete, Licensor continually improves the software and offers to schedule at least one complimentary software version upgrade each year as a component of annual software maintenance. It is highly recommended that Licensee staff regularly attend Licensor’s annual user training/conferences so staff may learn of, receive training on and take full advantage of accumulated new features and functionality. It is vital that at least one Licensee staff member for each Licensed product attend Licensor’s user conference at least every 5 years. Licensee representatives who insist on obtaining training via telephone support may result in Licensor passing on such training costs along via an additional increase in the Software Maintenance Agreement. c) To the extent permitted by any pertinent transparency legislation (such as a federal, state or local Public Records Act ), Licensee will preserve the confidential nature of the Licensed software and related media and will not make copies, including partial copies or updated versions thereof, except for internal reference, archive or backup purposes. For local implementations, Licensee is solely responsible for the backup of its data and agrees to conscientiously ensure the existence of functional daily backups for at least the last 10 business days and shall not remove or disable any SQL agent or backup plan initiated by Licensor without both notification to Licensor and at least monthly testing of any subsequently implemented alternate backup plan. If the backup plan is altered or disabled without notification to Licensor, and there is a resulting data loss, an additional charge may be incurred for requested data recovery services.
d) Licensee agrees to provide Licensor with access to the licensed software and data for the sole purpose of providing technical support. As a result, Licensee agrees to (1) maintain a working connection to the internet, (2) permit access through any router/firewall or permit a Virtual Private Network -VPN connection to Licensee’s network and (3) allow access to a technical support requestor’s workstation via Licensor’s workstation via Licensor’s licensed TeamViewer ™ plugin or provide an equivalent alternative at Licensee’s expense. In addition, Licensee agrees that all designated workstations shall meet at least the minimum requirements as specified in Exhibit B: (Requirements and Project Implementation Matrix) at the time of the initial implementation in order to accommodate the software version initially installed. Licensee for local implementations further agrees to have completed installation of the licensed software, the Microsoft® SQL tools and other mutually agreed requirements such as: Microsoft® Terminal Services, Citrix or other similar functionality. In the event Licensor deems such remote access necessary, Licensor shall request confirmation that required access (one of the options listed above) is available. Upon receipt of such confirmation, Licensor shall attempt remote access. If remote access is not functional despite Licensee’s confirmation of functional remote access, Licensor shall provide remote access verification services free of charge for one time during each annual agreement. Should Licensee require remote access verification services in excess of the one free service, Licensor will request approval to invoice for such services at the rate in effect at the time of service prior to providing such remote access verification. In the event remote access is not and will not be available in the course of Licensor’s attempt(s) to provide Software Maintenance, Licensee understands that Licensor’s ability to provide support will be severely limited and an additional service surcharge may be applied to the Software Maintenance Agreement to account for the additional costs incurred to provide such additional support.

Should Licensee desire emergency support, on -site support services are available at Licensor’s current support rate plus expenses for each partial or full day required to provide Software Maintenance.
e) To minimize Licensee costs, to eliminate any requirement for manual update of validation and/or zip plus four (4) codes, to allow for other on line validations (such as contractor’s license, sales tax permit, pet microchip owner information retrieval, etc.) and to maximize uptime of zip plus four (4) & Licensed software validations, the Licensed software should optimally be configured for secure internet access to the Licensor designated internet address. Consequently users of the Licensed software that is locally implemented may periodically obtain the latest zip plus four (4) data and validation codes.

Absent this configuration, to obtain automated zip plus four (4) functionality, for local implementations, Licensee must purchase a zip plus four (4) data subscription from Licensor and designate staff to install such zip plus four (4) updates every two (2) months.

Failure to promptly update zip plus four (4) data for local implementations will cause disruption of the zip plus four (4) functionality. Furthermore absent internet access or maintenance of a current data subscription from licensor, the automated validations provided at the time of installation shall cease and all such validations will need to be performed manually.
f) Network Performance: Licensee understands and acknowledges that network performance is solely the responsibility of Licensee. Should any questions arise as to whether a performance issue is software or network related, Licensee agrees to direct

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AGSOFTMT(4.2) Page 4 of 6
PROGRESSIVE SOLUTIONS INC. EXHIBIT A: SOFTWARE

MAINTENANCE AGREEMENT

staff, a Licensee retained consultant or Licensor (at Licensee’s cost) to evaluate network/software performance. Such network evaluation shall utilize “Network Sniffer” or equivalent tools to facilitate generation of quantitative results. Licensee agrees to request & incorporate Licensor’s recommendations in the network evaluation work plan. Licensee further agrees to transmit the results of such work to Licensor for review and to withhold publication of such results until after implementation of all Licens or recommendations.

Requests of Licensor for performance troubleshooting (such as speed and network connection issues) in which Licensor receives prior written authorization to collect factual data and subsequently presents a determination that performance issue(s) is/are network related will be billed at the rates in effect at the time of service. g) Licensee assumes any and all responsibility and liability for 1) any modification to the Licensed software and/or database structure not made by Licensor (i.e. changes to Crystal reports, additions or deletions of data base tables, fields, etc.) and 2) any modification to the Licensee’s data which is not made by Licensor or the Licensed software. If, after providing corrective maintenance, Licensor determines that an error condition is not a Licensed software error or that the error condition results from either condition 1 or 2 above, Licensee agrees to pay Licensor for the reasonable services so provided at the rates in effect at the time of service plus reasonable expenses. h) Call Monitoring: Licensee may monitor and record any calls between Licensee (including designated Sub-Agencies) and Licensor.
i) PCI Compliance: While Licensor’s payment processing solutions are designed to CISP (Cardholder Information Security Program) & PCI (Payment Card Industry Data Security Standard) guidelines, Licensee understands that Licensor’s PCI/PADSS compliance and certification does not automatically result in Licensee compliance.

Licensee acknowledges that to maintain CISP/PCI compliance, Licensee must provide staff with PCI security training and ensure that staff actions maintain compliance. Licensee understands that local PCI compliance is not possible without Licensee’s internal staff effort to achieve such compliance. Licensee accepts their critical role in maintaining compliance as required by Visa, MasterCard, etc. Licensor accepts responsibility for facilitating such compliance by neither encouraging the storage of credit card data via non- secured methods nor configuring the system for the express purpose of retaining such information. It is Licensee’s responsibility to assure that all other 3rd party partners/vendors as well as their own internal operations staff facilitate compliance in their specific areas of process control.
j) Software License Expiration: Upon expiration of the software license pursuant to Section II of this agreement, Licensee shall discontinue use of Licensor's database/structure, software & related electronic forms as described in Section V- Default.

III. LICENSOR'S RIGHTS, OBLIGATIONS & REPRESENTATIONS
a) Support Services: During the term of this Agreement, Licensor shall make available to Licensee without additional charge any updates and/or minor enhancements to Licensed software, data or data structures, which Licensor releases. In addition, Licensor shall provide Licensee with unlimited support services (via telephone, facsimile, remote internet connection, email and/or mail communications) for ongoing problem resolution to assist the person(s) designated by Licensee (or an alternate in the absence of the designated caller). It may include but is not limited to requests for service regarding operation (including requests for assistance with workstation accessory hardware purchased from Licensor), installation, updates, administration & general technical assistance requested by Licensee’s designee(s). The designee(s) shall know the Licensed software, use the Licensed software and be responsible for the results of their efforts. Such support also includes “Limited Assistance” with the items listed below, provided such assistance may be provided in fifteen (15) minutes or less:

1. Training (especially of untrained personnel), assistance with report customization and searching of data within the Licensed software, and

2. Assistance to isolate the source of problems and/or to troubleshoot difficulties resulting from sources other than Licensor’s provided products or services, such as:
 Virtualization and/or Remote Access configuration & setup  Personal Computer setup, configuration & optimization  Basic Microsoft Windows™ functionality
 Personal Computer & hardware troubleshooting
 General network support (i.e. network access, printing, backup & restores)  Network operating system configuration & functionality  Data corruption due to lack of disk space or backup failure; and  Loss of su pervisor or other password
But expressly excludes any services or assistance relating to database or 3 rd party mail services issues, unless purchased via an addendum to this agreement. “Limited Assistance” in excess of fifteen (15) minutes per call will be billed at the rate in effect at the time of service. Prior to and as a condition of Licensor’s right to bill for such “Limited Assistance”, Licensor shall inform Licensee that the free support is over and that any additional support will be billable. Licensor reserves the rights to: A) limit the number and the duration of these communications and B) periodically transmit surveys to Licensee for evaluation of the software, support and other services. b) Maintenance Services: Upon receipt of notification from Licensee’s designated support representative(s) of an apparent error in any supported release of the Licensed software, Licensor will use commercially reasonable efforts to promptly investigate the issue and determine whether or not there is in fact an error and advise Licensee that either an error does not exist or confirm that one does exist and what if any work-around exists.

Errors will be deemed to be any design or programming error in the License d software which prevents the Licensed software from substantially complying with the functionality as set out in the user documentation (on- line or hard-copy) delivered with the Licensed Software and which materially affects the use, function or performance of the Licensed Software. When errors are confirmed, Licensor will use commercially reasonable efforts to correct such errors and provide Licensee with a correction or service pack for the Licensed Software as soon as it is practical in Licensor’s sole discretion. c) Assignment of Priorities for Support Issues: New support incidents are assigned one of the following four priority levels, each with its respective standard completion target:

Call
Priority
Description Standard
Completion
A -System
Down
Fatal issues that result in Licensee’s inability to fulfill critical business functions (i.e. those pertaining to core functionality such as billing and receipting) & that have no reasonable work-around.

Within 12
hours
B - Urgent Serious issues significantly impacting use of Licensed software but do not prevent core functions (defined above) from being fulfilled.

Within 24
hours
C - Normal All other issues, except those classified as D (low) Within 36 hours
D – Low Issues with minimal impact on operations requiring incommensurate support effort. (Work will be performed on a best efforts basis when requests with higher priorities do not take precedence.) Issues such as proposed elective configuration changes that are by nature not time- sensitive and may be undertaken as planned Licensee service initiatives outside the scope of this agreement
None
Licensee may request a ranking of the call priority when initially reporting the incident.

Should there be any disagreement over the priority assigned to a particular incident, or any other aspect of its handling by Licensor’s support staff, Licensee’s designated representative is encouraged to speak directly to the support representative dealing with the issue in order to arrive at an acceptable solution. In cases where escalation is desired or necessary, please contact the Support Services Supervisor with any concerns you may have.
d) Excluded Services: Without limitation, the following services are excluded from Software Support:

1. Those required to remedy problems that stem from changes to or defects in the initially installed/approved system configuration or in subsequent modified/approved Licensor system configurations;

2. Those required to remedy problems which do not stem from any defect in the Licensed Software

3. Those required to remedy issues resulting from untrained or inadequately trained Licensee staff.

4. Those required remedying problems caused by:
a. improper use of the software
b. unauthorized modifications to Licensor's data structure/configuration c. modifications to Licensee’s data without use of Licensor approved methods (i.e. application programming interfaces-API).

5. Report rewrites requiring more than 15 minutes after approval of initial report customization(s).

6. Any & all hardware support, maintenance or troubleshooting issues, except as described in Section IV(a) regardless of the source of such hardware. e) Limited Warranty of Service: Licensor warrants that all maintenance services provided hereunder will be performed in full conformity with this Software Maintenance Agreement, with the skill & care which would be exercised by those who perform similar services at the time the services are performed, and in accordance with accepted industry practice. The following actions shall void all maintenance and support obligations of this Software Maintenance Agreement:
• Use of any non- authorized application or support tool that modifies data in the database, whether created by Licensee or another party. ( Licensor regularly engages in custom projects to accomplish such objectives and is pleased to do so.) • Use or creation of any application that competes with or replaces a module available from Progressive Solutions Inc. to work with either the licensed application or the licensed application's database
In the event of a breach of the express warranties contained herein and/or in the event of non-performance and/or failure of Licensor to perform the services in accordance with 207 of 331
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the Agreement, Licensor will, at no cost to Licensee, re-perform or perform the services so that the services conform to the warranties.
f) Nothing contained in this Agreement shall be construed to obligate Licensor to provide any services whatsoever subsequent to the expiration of this Agreement or any IV. SUPPORT FEES AND PAYMENTS
subsequent renewals of this Agreement. Upon expiration of this Agreement, Licensee may offer and Licensee may purchase continued Software Maintenance on a periodic basis.

Payment for ‘Software Maintenance’ services is due in advance and non-refundable. ‘Software Maintenance’ services will not be provided until such advance payment has been received.

Licensor agrees to provide at least 90 days prior written notification prior to implementation of any annual fee change. Any annual fee change shall not become effective until the first day of any annual extension. Maintenance for Revenue Enhancement functionality is excluded from any and all caps.

Should Licensee terminate this agreement at any time after the most recent automatic renewal and cease all use of the Licensed software post expiration of the Licensed software, both parties agree that any billed and/or unpaid annual maintenance invoice amount submitted to Licensee prior to the automatic renewal shall be immediately due and promptly payable. If payment is not received by Licensor within 30 days from invoice date or 60 days post expiration of Licensee’s right to use the licensed software (whichever is earlier), a late fee of 10% of the invoiced amount shall also be due and payable. If Licensee continues use of the Licensed software for more than 60 days post Licensee's right to use the software without payment and absent alternate written arrangements, Licensee shall remove the licensed software per the provisions of the Default Section (V) of this agreement.

To encourage Licensees to receive the benefits of the latest Software Maintenance Agreement, Licensor offers a 30 day Software Maintenance payment extension to Licensees that sign and return the Licensor provided Software Maintenance Agreement renewal without alternations to Licensor prior to expiration of each Software Maintenance term. Unless Licensor has received a newly signed Software Maintenance Agreement (to extend the payment due date) prior to the software expiration date, a reinstatement fee based of the delinquent maintenance balance (identified on the cover page of this agreement) shall be due for failure to tender payment either by the original expiration date or by the Licensor extended due date obtained by signing the new Maintenance Agreement. Further any payments not received by Licensor within 30 days from the invoice date, original contractually specified expiration or by any Licensor extended due date shall in addition to the reinstatement fee be subject to a finance charge of .05% per day from the support expiration date up to and including the date payment is received.

V. DEFAULT
(a) In the event Licensor or Licensee fails to exercise due care (defaults) with regard to its obligations under this Agreement, and has not remedied such default within 30 days after the date of written notice by the non-defaulting party, then the non-defaulting party shall be entitled to exercise any one or more of these remedies:

1. The non-defaulting party may terminate this Agreement, accelerate all amounts due and unpaid hereunder such that all amounts will become immediately due and payable.

2. Suspension of Obligations: The non- defaulting party may suspend performance & observance of any or all its obligations under this Agreement, without liability, until the other party’s default is remedied. However, Licensee may only suspend its obligation to make payments for Software Maintenance and other Services provided a written ‘Notice of Default’ has been transmitted to Licensor prior to the most recent automatic renewal date. At such time as the noticed default has been remedied, such suspended payment shall be immediately released to Licensor.

3. If Licensee is the defaulting party, Licensor may allow the Licensed software to expire without demand or notice, without court order or other process of law, and without liability to Licensee for any damages occasioned by such expiration of the Licensed software.

4. The non- defaulting party may pursue any other remedy available at law or in equity, including injunctive relief. While an attempt at good faith Mediation participation per Section XI (f) of the ‘Software and Services Agreement’ is required in order for either party to collect any costs of litigation, therefore it is mutually agreed that any ‘Notice of Default’ transmitted to Licensee shall be deemed adequate notification of a Licensor claim to protect its private intellectual property per California Government Code Section 905.1 (or similar code sections from any state where the software has been installed).
(b) Removal of Licensed Software: For local implementations, upon 30 days from demand by Licensor made pursuant to the default provisions (Section V ) of this agreement and/or the corresponding Software License Agreement pertaining to local licensed software implementations, Licensee shall discontinue use of Licensor's database/structure, software & related electronic forms. In addition, Licensee shall provide Licensor with written confirmation that: I) all previously licensed components have been erased and copies no longer reside on any computer system maintained or operated by: Licensee, Licensee’s staff members, or Licensee authorized 3 rd party vendors II) all backup tapes which contain a copy of Licensor's proprietary property shall be securely maintained with the same care as other confidential data and overwritten as part of the normal backup plan after execution of the transmitted Licensor’s “Confirmation of Proprietary Rights and Destruction” III) no attempt shall be made to restore Licensor's proprietary property from backup tapes and IV) no breach of confidentiality relating to Licensor's intellectual property has occurred. Licensee agrees to complete and transmit Licensor's ‘Confirmation of Proprietary Rights and Destruction’ to Licensor within 30 days from expiration of the licensed software unless an alternative written agreement has been executed. Failure to transmit such statement prior to the 30 day due date shall result in a $1,000 charge for each subsequent 7 day period until such statement has been provided. Should any representation provided via a transmitted ‘Confirmation of Proprietary Rights and Destruction’ subsequently be found not to be true, the weekly penalty provision shall apply as if the statement had not been provided until the date subsequent proof has
been tendered which verifies that any misrepresentation (intentional or unintentional) has been rectified.

VI. GENERAL PROVISIONS
(a) The Licensed software is subject to design and operational changes to allow for the use of new technologies and to correct known bugs as they are brought to the attention of the Licensor, either by the Licensor's own quality-control mechanisms or by the Licensee.
(b) Licensee acknowledges that the Licensed software is of such complexity that it may have inherent defects and agrees that as Licensor's sole liability for such inherent defects and as Licensee's sole remedy for such inherent defects, Licensor will provide, during the term of this Agreement, all reasonable software maintenance services arising from a hosted and/or unaltered locally implemented version of the delivered Licensed software to correct 1) documented programming or documentation errors reported by Licensee and 2) failure of the Licensed software to meet the specifications identified in the electronic documentation provided with each release of the software. (c) Software maintenance is offered by Licensor to ensure that Licensee receives the quality support necessary to remain a highly satisfied customer. Support is offered for Licensed software and minor modifications to forms designed and/or created by Licensor to operate with the released software. Licensor utilizes Seagate's Crystal Report Writer  to create most reports and forms. To ensure maximum flexibility, customers have the option to independently design, create and maintain additional forms, mailings, and/or reports. Licensor's annual software maintenance does not include technical support for user written Crystal Reportsor for minor individual modifications to accepted/completed forms that require more than 15 minutes technical support. However, Licensor is pleased to offer such support on a time expended or fixed fee basis (should complete written specifications be available). (d) All documentation, programming and/or modifications shall be delivered via remote telecommunications from Licensor's place of business, to or through the Licensee's computer. Licensor shall not provide Licensee with possession of any tangible personal property such as storage media. Licensee shall reimburse Licensor for any state and or local requirements, which Licensor must meet or obtain to provide services under this Agreement (e.g. business licenses, additional insured statements, sales tax, etc.).
(e) No action regarding services or deliverables, regardless of form, may be brought more than one (1) year after the first to occur of either 1) the conclusion of services and/or delivery of any deliverables arising from this or the Software License Agreement, or 2) such party’s knowledge of the event giving rise to such cause of action. This limitation does not apply to confidentiality obligations or to software license rights. (f) Notices: All notices and other communications required or permitted to be given or made pursuant to this Agreement shall be in writing and deemed delivered one (1) day after being sent by a nationally recognized overnight courier service or three (3) days after being sent certified U.S. mail, return receipt requested, postage prepaid.

All notices will be given to the designated contact at the address indicated in this Agreement.
(g) Should any conflict arise with any other unilateral writings of either party, this Agreement shall govern. This Agreement and any written modifications, amendments or addenda, executed pursuant to this Agreement constitute the entire agreement between the parties and supersede all negotiations and other proposals, oral or

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written, and all previous and current negotiations and other communications between the parties pertaining to the subject matter herein. Any payment related obligations that occur one year after execution of this agreement shall be construed in accordance with and governed by Federal or state law where any resulting action is filed. All other obligations set forth in this Agreement shall be construed in accordance with and governed by Federal law or the laws of the state in which the software is situated, except when software licenses are granted for use in the state of Louisiana or in countries such as Canada or Mexico where the laws of California will apply. When California law applies, the Court of Orange County, California shall have non-exclusive jurisdiction over all disputes relating to this Agreement. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application
of which is expressly excluded. This Agreement may be signed in several counterparts, each of which shall be deemed an original.

Any controversy or claim arising out of or relating to this Agreement or the breach thereof, may be settled by arbitration, if agreeable to both parties at in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. (h) Any change or revision to the terms and conditions hereof shall be made by written amendment and shall be executed by persons authorized to do so by the respective parties. No changes in specifications, requested or suggested by either party, shall be made except by written agreement of both parties.

Congress enacted the Electronic Signatures in Global and National Commerce Act ( E- Sign Act) on June 30, 2000, to validate the legality of electronic contracts. Should either party receive a document signed with a valid electronic signature, such documents shall be accepted as if they were signed with a pen.
(i) Licensor agrees to indemnify, defend, and hold harmless Licensee and its elected officials, officers, directors, agents, attorneys and employees (each, an “Indemnitee“) from and against any and all liabilities, damages, losses, expenses, claims, demands, suits, fines, or judgments (each, a “Claim,” and collectively, the “Claims“), including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, incurred by, accrued against, charged to, or recoverable from any Indemnitee, by reason of any Claim arising out of or relating to any act, error or omission, negligence, or misconduct of Licensor, its officers, directors, agents, employees, and subcontractors, during the performance of this Agreement; provided, however, that the foregoing indemnity shall not apply to the extent that the applicable Claim resulted from the sole negligence or willful misconduct of an Indemnitee. (j) Licensor shall, at its own expense, procure and maintain in full force and effect during the term of this Agreement, policies of insurance, of the types and in the minimum amounts as follows, with responsible insurance carriers duly admitted and qualified in California covering the operations of Licensor, pursuant to this Agreement: commercial general liability ($1,000,000 per occurrence, $2,000,000 aggregate); excess liability ($2,000,000 per occurrence, $2,000,000 aggregate); workers’ compensation (statutory limits) and employers’ liability ($500,000 per accident); and professional liability ($1,000,000 per occurrence, $1,000,000 aggregate). The Indemnitees shall be named as additional insureds in the commercial general and excess liability policies which shall contain standard cross liability clauses. Licensor shall cause the liability it assumed under this Agreement to be specifically insured under the contractual liability section of the liability insurance policies. The liability policies shall be primary without right of contribution from any Indemnitee, and Licensor waives all rights of subrogation with respect to said policies. Such policies shall require that Licensee be given no less than thirty (30) calendar days prior written notice of any cancellation thereof or material change therein. Licensor shall provide Licensee with certificates of insurance and original endorsements, evidencing all of the above coverage, including all special requirements specifically noted above, and shall provide Licensee with certificates of insurance evidencing renewal or substitution of such insurance thirty (30) calendar days prior to the effective date of such renewal or substitution. (k) Licensor represents and warrants that it is an independent contractor with no authority to contract for Licensee or in any way to bind or to commit Licensee to any agreement of any kind or to assume any liabilities of any nature in the name of or on behalf of Licensee. Under no circumstances shall Licensor, or any of its staff, if any, hold itself out as or be considered an agent employee, joint venture, or partner of Licensee. In recognition of Licensor’s status as an independent contractor, Licensee shall carry no Workers’ Compensation insurance or any health or accident insurance to cover Licensor or Licensor’s agents or staff, if any. Licensee shall not pay any contributions to Social Security, unemployment insurance, federal or state withholding taxes, any other applicable taxes whether federal, state, or local, nor provide any other contributions or benefits which might be expected in an employer-employee relationship.

Neither Licensor nor its staff, if any, shall be eligible for, participate in, or accrue any direct or indirect benefit under any other compensation, benefit, or pension plan of Licensee.

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Honorable Mayor and Members of the City Council
June 23, 2026

Cellebrite’s Physical Analyzer provides deep analysis of encrypted and deleted mobile device data. The Premium Extraction solution cracks passwords on most Android and many iOS devices. Cellebrite’s software produces industry-standard evidence for presenting mobile and cloud data in the courtroom.

These capabilities directly align with the Police Department’s mission. They enhance investigative effectiveness and reduce delays in processing digital evidence. The proposed contract would let the department deploy this platform across key units in Investigations and Digital Forensics.

The City's Award of Contract Policy, Resolution No. 2025-30, mandates City Council approval for contracts other than the City's standard form agreement. Software providers like Cellebrite often use standardized terms and conditions that cannot be altered. For this reason, it is necessary to use their terms rather than the City's standard form agreement. As a result, City Council authorization is required to approve entry into the non-standard agreement to acquire use of the Cellebrite Digital Forensics Product Suite (the “Agreement”). Staff, in consultation with the City Attorney, have reviewed these terms and found them acceptable.

Accordingly, staff recommends that the City Council authorize the City Manager to execute a one-year agreement with Cellebrite, acknowledging the variance in terms from the City’s standard GSA, to continue access to this essential toolset within our investigative and forensic workflows.

To ensure continuity, staff recommend granting the Police Chief or designee the authority to execute future agreements that renew the Cellebrite Digital Forensics Product Suite - or similar licensing, software access, and associated hardware - under substantially similar terms to the approved Agreement. This authority would apply only for renewals or minor adjustments, within previously approved budget appropriations and purchasing thresholds.

This delegated authority would permit continued use of Cellebrite’s Digital Forensics Product Suite, including minor adjustments for functionality or compatibility, as well as pricing changes within existing purchasing authority limits and approved budgets. Any substantial amendments would require separate approval from the City Council.

FISCAL IMPACT:

As proposed, this contract has a duration of one year, totaling $24,051.58. The services provided via this contract have already been appropriated in the FY 2025-26 Operating Budget.

Sufficient funds are available within the Police Department’s budget appropriations to cover this expense. Future annual renewal costs will be subject to the City’s annual budget process and Council appropriation.

ENVIRONMENTAL IMPACT:

The action is not a project subject to CEQA. City Council’s action is not considered a “Project” per CEQA Guidelines and therefore no further environmental analysis is required.

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Honorable Mayor and Members of the City Council
June 23, 2026

RECOMMENDATION:

Staff recommends that the City Council adopt a Resolution that does the following:

1. Authorizing the Purchase of Digital Forensics Product Suite from Cellebrite;

2. Approving a Non-Standard Service Agreement; and

3. Authorizing the Police Chief to Execute Future Agreements and Renewals ATTACHMENTS:

1. Resolution Authorizing the Purchase of Digital Forensics Technology and Execution of a Non- Standard Agreement

2. Cellebrite Quotation (February 28, 2026)

3. Cellebrite End User License Agreement

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1 RESOLUTION NO. 2026 - ___

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN BRUNO AUTHORIZING THE PURCHASE OF DIGITAL FORENSICS PRODUCT SUITE FROM CELLEBRITE; APPROVING A NON-STANDARD SERVICE AGREEMENT; AND AUTHORIZING THE

POLICE CHIEF TO EXECUTE FUTURE AGREEMENTS AND RENEWALS
WHEREAS, modern criminal investigations increasingly rely on digital evidence obtained from mobile devices, computers, video recording systems, and other electronic sources; and WHEREAS, the San Bruno Police Department requires specialized digital forensics hardware and software to lawfully extract, analyze, and preserve such evidence in support of criminal investigations and prosecutions; and
WHEREAS, the City Council of San Bruno places a high priority on deploying efficient and effective technologies to support the public safety missions of the police department; and WHEREAS, the San Bruno Police Department has experienced a significant increase in the volume and complexity of digital evidence derived from mobile devices, cloud storage, and encrypted communication platforms; and
WHEREAS, Cellebrite is a recognized provider of digital intelligence solutions that support lawful data extraction, analysis, and management across multiple digital sources and device types; and
WHEREAS, Cellebrite’s solution aligns with the Department’s goals to modernize its digital forensics tools, ensure forensic integrity, and reduce delays in evidence processing; and WHEREAS, Cellebrite licenses its products under standardized end-user license agreements that do not conform to the City’s standard contract templates and are not subject to substantive negotiation; and
WHEREAS, the City Council desires to authorize the renewal purchase of this technology and provide limited delegated authority to ensure continuity of operations through future renewals and related agreements, subject to budgetary appropriation; NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of San Bruno hereby:

1. Authorizes the purchase of Cellebrite’s Digital Forensics Product Suite, in an amount not to exceed $24,052 for the one-year agreement; and

2. Approves execution of the associated non-standard End User License Agreement and related documents required to obtain and maintain access to the technology (together, the “Agreement”); and

3. Authorizes the Police Chief, or designee, to execute future agreements to renew the purchase of Cellebrite’s Digital Forensics Product Suite, or similar licensing, software access, and required hardware components to support digital forensic extractions under substantially similar terms as the Agreement; and
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2 4. Further Authorizes the Police Chief, or designee, to approve minor software and hardware additions and upgrades necessary to maintain functionality and compatibility substantially similar to the Cellebrite’s digital forensics technology, as well as pricing adjustments, including inflationary or Consumer Price Index (CPI)-based increases, within the City Manager’s purchasing authority and subject to the availability of funds appropriated by the City Council.

BE IT FURTHER RESOLVED that the City Manager, or designee, is authorized to take all necessary actions to carry out the intent of this Resolution. ---oOo---
I hereby certify that foregoing Resolution No. 2026 - ___ was introduced and adopted by the San Bruno City Council at a regular meeting on June 23, 2026, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:
_________________________________
Lupita Huerta, City Clerk

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Terms and Conditions:
- This Quote/Proforma Invoice/Tax Invoice, together with the terms and conditions and license agreement listed below that are incorporated by reference to this Quote/Proforma Invoice (together, the “Agreement”), constitute an offer by Cellebrite. By signing this the Quote/Proforma Invoice, issuing a purchase order (or other ordering document) in connection with this the Quote/Proforma Invoice, or downloading and/or using the products identified in this the Quote/Proforma Invoice/Tax Invoice, the customer agrees to be bound by the terms of this Agreement. Any additional or different terms or conditions contained in any customer document, purchase order or other ordering document will not be binding upon Cellebrite unless expressly accepted in a document signed by a Cellebrite authorized signatory. - Quote is subject to regulatory approval.
- Freight Terms: FCA (NJ)
- General: The following terms shall apply to any product at http://legal.cellebrite.com/us/index.html - EULA: All Cellebrite Software is licensed subject to the end user license agreement available at https://legal.cellebrite.com/End-User- License-Agreement.html
- Advanced Services (CAS): The following terms apply to Cellebrite Advanced Services at https://legal.cellebrite.com/CB-us-us/index.html
- Premium and Inseyets Unlocks: The following terms shall apply only to Cellebrite Premium and Inseyets Unlocks at http:// legal.cellebrite.com/intl/PremiumUS.htm
- Pathfinder: The following terms apply to Cellebrite Pathfinder at https://legal.cellebrite.com/PF-Addendum.htm - Training Services: The following terms apply to Cellebrite Training Services at http://legal.cellebrite.com/intl/Training.htm - SaaS: The following terms apply to Cellebrite SaaS Services at https://legal.cellebrite.com/SaaS.htm - Endpoint SaaS: The following terms apply to Cellebrite Cellebrite Endpoint SaaS at https://legal.cellebrite.com/Endpoint-SAAS.html In the event of any dispute as to which terms apply, Cellebrite shall have the right to reasonably determine which terms apply to a given purchase order.

Please indicate the invoice number when remitting payment *
SALES TAX DISCLAIMER: Cellebrite Inc. is required to collect Sales and Use Tax for purchases made from the following certain U.S.

States. Orders are accepted with the understanding that such taxes and charges shall be added, as required by law. Where applicable, Cellebrite Inc. will charge sales tax unless you have a valid sales tax exemption certificate on file with Cellebrite Inc. Cellebrite Inc. will not refund tax amounts collected in the event a valid sales tax certificate is not provided. If you are exempt from sales tax, you must provide us with your sales tax exempt number and fax a copy of your sales tax exempt certificate to Cellebrite Inc.

Please include the following information on your PO for Cellebrite UFED purchase:
- Please include the ORGINAL QUOTE NUMBER (For example - Q-XXXXX) on your PO - CONTACT NAME & NUMBER of individual purchasing and bill to address - E-MAIL ADDRESS of END USER for monthly software update as this is critical for future functionality I, the undersigned, hereby confirm that I am authorized to sign this Quote/Proforma Invoice on behalf the customer identified above, and I hereby approve that my signature is legally binding upon the customer identified above.

Customer Name:

San Bruno Police Department
Signature: Effective Date:
______/______/______
Name (Print): Title:

Please sign and email to Allison Asta at [email protected] Quote Number: Q-500889-2
Prepared by Allison Asta

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IMPORTANT: PLEASE READ THIS END CUSTOMER LICENSE AGREEMENT CAREFULLY.

DOWNLOADING, INSTALLING, ACCESSING OR USING CELLEBRITE-SUPPLIED

SOFTWARE (AS PART OF A PRODUCT OR STANDALONE)
CONSTITUTES EXPRESS ACCEPTANCE OF THIS AGREEMENT. CELLEBRITE IS WILLING

TO LICENSE SOFTWARE TO CUSTOMER ONLY IF YOU AND CUSTOMER ACCEPT ALL OF THE TERMS SET OUT IN THE AGREEMENT (as defined below).

TO THE EXTENT OF ANY CONFLICT BETWEEN THIS END Customer LICENSE AGREEMENT, ANY ADDITIONAL TERMS IN AN AGREEMENT SIGNED BETWEEN Customer AND CELLEBRITE, ANY “CLICK-ACCEPT” AGREEMENT, ANY TERMS ON A PURCHASE ORDER, AND CELLEBRITE’S TERMS AND CONDITIONS, THE ORDER OF PRECEDENCE SHALL BE (A) THIS END CUSTOMER LICENSE AGREEMENT; (B) AN AGREEMENT SIGNED BY Customer AND CELLEBRITE;; (C) CELLEBRITE’S QUOTE AND GENERAL TERMS AND CONDITIONS; (D) TERMS AND CONDITIONS SET OUT IN CELLEBRITE’S DOCUMENTATION, INCLUDING USER GUIDES, “CLICK TO ACCEPT” ADDENDA TERMS AND ANY POP UP TERMS AND INSTRUCTIONS WITHIN CELLEBRITE PRODUCTS; AND LAST (E) CUSTOMER’S PURCHASE ORDER. BY DOWNLOADING, INSTALLING, ACCESSING, OR USING THE SOFTWARE, USING

THE PRODUCT OR OTHERWISE EXPRESSING YOUR AGREEMENT TO THE TERMS

CONTAINED IN THE AGREEMENT, YOU INDIVIDUALLY AND ON BEHALF OF THE ORGANIZATION THAT YOU REPRESENT (THE “LICENSEE” OR
“CUSTOMER”) EXPRESSLY CONSENT TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT

OR ARE NOT AUTHORISED TO ACCEPT AND AGREE TO THE TERMS CONTAINED IN THE

AGREEMENT, THEN (A) DO NOT DOWNLOAD, INSTALL, ACCESS, OR USE ANY SOFTWARE (OR, AS APPLICABLE, ANY PRODUCT IN WHICH ANY SOFTWARE IS EMBEDDED), AND (B) WITHIN THIRTY (30) DAYS AFTER RECEIPT OF ANY SOFTWARE (OR, IF AN AGREEMENT

BETWEEN CUSTOMER AND CELLEBRITE PROVIDES A SHORTER TIME PERIOD FOR

ACCEPTANCE, SUCH SHORTER TIME PERIOD FOR ACCEPTANCE), EITHER RETURN SUCH

SOFTWARE TO CELLEBRITE OR TO THE APPLICABLE AUTHORIZED RESELLER FOR FULL

REFUND OF THE SOFTWARE LICENSE FEE, OR, IF SUCH SOFTWARE IS EMBEDDED IN A

PRODUCT FOR WHICH NO SEPARATE SOFTWARE LICENSE FEE WAS CHARGED, RETURN

SUCH PRODUCT AND EMBEDDED SOFTWARE, UNUSED, TO CELLEBRITE OR TO THE

APPLICABLE AUTHORIZED RESELLER FOR A FULL REFUND OF THE LICENSE FEE PAID FOR THE APPLICABLE SOFTWARE EMBEDDED IN SUCH PRODUCT. CUSTOMER’S RIGHT TO RETURN AND REFUND ONLY APPLIES IF Customer IS THE ORIGINAL PURCHASER AND LICENSEE OF SUCH SOFTWARE.

This EULA governs Customer’s access to and use of any Software and/or any Product (as defined below) first placed in use by Customer on or after the release date of this EULA version (the “Release Date”).

1. DEFINITIONS – In this Agreement, the following capitalized terms shall have the meaning set forth below:
“Affiliate” of a party means such party’s parent corporation, an entity under the control of such party’s parent corporation at any tier or an entity controlled by such party at any tier. For these purposes, “control” shall mean the power to direct or cause the direction of the management and policies of the entity, whether through the ownership of more than 50% of the outstanding voting interests in such entity or otherwise. “Agreement” means this EULA, combined with the Cellebrite General Terms and Conditions (the “GTC”) which is incorporated by reference herein, and any additional agreement in writing signed by Customer and Cellebrite.
“Authorization Product” means a product sold by Cellebrite, or an authorized reseller of Cellebrite, with embedded License Authorization Software, including but not limited to a USB dongle with embedded License Authorization Software.
“Authorized Users” means the number of Users that Customer is licensed to have access to the applicable Software, which may include Concurrent Users and/or Named Users, all as set forth in the Agreement. If the number of Authorized Users is not otherwise set forth in the Agreement, the number of Authorized Users shall be deemed to be equal to the number of Products (other than Authorization Products) purchased by Customer.
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ATTACHMENT 3
“Beta Software” means a pre-commercial, evaluation, pilot, "alpha", or "beta" version of the Software. “Cellebrite” means Cellebrite DI Ltd. or its Affiliate that has an agreement with Customer and/or issues invoices to Customer with respect to any Software and/or Product, as applicable. “Concurrent Users” means the number of Authorized Users (whether Named Users or not) of Customer concurrently and/or simultaneously accessing, using or otherwise enjoying the benefit (except reviewing results of analyses generated by Software) of Software, either directly or indirectly from a remote location.

If a single User connects to Software using multiple concurrent log-ins or connections, each such active logical connection or log-in is counted toward the number of Concurrent Users. “Documentation” means any documentation related to any Software provided by Cellebrite. “Embedded Software” means a copy of Software delivered embedded in or loaded onto a Product when such Product is sold by Cellebrite or an authorized reseller of Cellebrite. Any Updates or Upgrades to Embedded Software are also deemed “Embedded Software”, notwithstanding being separately delivered from the applicable Product.
“Law” shall mean any law, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding restriction or requirement of or by any governmental authority, as may be amended, changed or updated from time to time.
“License Authorization Software” means Software that is provided together with hardware on which it is embedded that is used to validate the authorized use of standalone Software. “License Term” means the term of a paid subscription to an instance of Software or a unit of Product. “Named Users” means a User authorized by Customer to access or use the Software through the assignment of a single user ID, regardless of whether such User is using Software at any given time. A non- human device capable of accessing or access Software is counted as a Named User. “Product” means a product manufactured by Cellebrite. The term “Product” includes without limitation Authorization Products.
“Remote Access Protocol” means any remote access application, including without limitation Remote Desktop Protocol (RDP) and Windows Remote Management (WinRM), used to connect a single remote computer (e.g., a laptop) to a single host computer (e.g., a desktop) with an Authorization Product directly connected to such host computer for each Authorization Product then licensed by Customer, as long as such Authorized User, single remote computer and single host computer with an Authorization Product are all located in the Territory.
“Software” means an instance of a program, module, feature, function, service, application, operation or capability of any Cellebrite-supplied software. The term “Software” includes without limitation any Embedded Software, Upgrade, Update, standalone software or any License Authorization Software. “Territory” means the country (not including external territories) in which Product was purchased or Software was licensed from Cellebrite or an authorized reseller of Cellebrite. “Third Party” means an individual or entity other than Customer, Cellebrite and Cellebrite’s Affiliates. “Third Party Software” means certain software provided by a Third Party embedded in any Product, either as a standalone feature or as part of any Software, and which may be subject to additional end user license restriction and agreements.
“Customer System” means Customer’s internal website(s), servers, Cloud infrastructure, including Virtual Private Cloud, and other equipment, software or systems used in the conduct of Customer’s business. “Update” means an update to any Software that is provided by Cellebrite and that may incorporate (i) corrections of any substantial defects; (ii) fixes of any minor bugs; (iii) at the sole discretion of Cellebrite, allowing additional compatibility of the Software with mobile devices provided by Third Parties; and/or (iv) at the sole discretion of Cellebrite, minor enhancements to the Software; provid ed, however, that
Updates shall not include Upgrades. Updates are generally identified by Cellebrite by a change to the version number to the right of the first decimal point (e.g., version 4.1 to 4.2). “Upgrade” means a new release of any Software that incorporates substantial changes or additions that (i) provide additional value and utility; (ii) may be priced and offered separately as optional additions to any Software; and/or (iii) are not generally made available to Cellebrite’s Customers without a separate charge. Upgrades are generally identified by Cellebrite by a change to the version number to the left of the first decimal point (e.g., version 4.2 to 5.0).
“User” means any individual able to gain access to any Software functionality. 218 of 331
“You” means the individual executing this EULA on behalf of the Customer.

2. LICENSE GRANT
A. Software. Subject to the terms and conditions of this EULA, during the License Term, Cellebrite grants Customer, and Customer accepts, upon delivery of any Software, a non-exclusive, non-transferable, royalty free, and non- sublicensable license to the Software to (i) allow Authorized Users to use such Software, in executable form only, and any accompanying Documentation, strictly for Customer’s internal use for the Authorized Purposes identified below, and not for any other purpose, strictly in the Territory, only as authorized in this Agreement and subject to the terms hereof; and (ii) (iii) where the Software in not provided as Embedded Software, keep one (1) copy of Software strictly for backup, archival or disaster recovery purposes.

For purposes of this EULA, “Authorized Purposes” means strictly the following purposes:
· An internal investigation conducted by the Customer within the Customer’s own organization; · An i nvestigation of fraud, intrusion or assault incidents, including DFIR conducted by the Customer within the Customer’s own organization;
· An eDiscovery proce ss performed as part of legal proceedings where the Customer is a Party; · Data backup performed as part of a le gal hold proceeding involving the Customer’s organization; · Law enforcement activit ies, crime and/or terrorism prevention; · Dat a recovery within the Customer’s organization; and/or · Customer organization’s compliance evaluation purposes.

Notwithstanding the foregoing, the “Authorized Purposes” restriction above shall not apply to usage of Cellebrite’s Endpoint Inspector product which may be used for any internal use. i.

Embedded Software Limitations. Customer may only use Embedded Software for execution on the unit of Product originally delivered to Customer with such Embedded Software installed or any replacement unit provided under a warranty from Cellebrite. Any Update or Upgrade of such Embedded Software that Cellebrite has licensed to Customer may be loaded and executed only on the unit of Product on which any originally licensed Software is authorized to execute.
ii. License Exclusion. Notwithstanding anything to the contrary, except as may otherwise be required by applicable Law, no license is granted for installation or use of any Software on any Product resold by anyone who is not an authorized reseller of Cellebrite for such Product.
iii.

Single Product; Single Authorization Product. Customer’s license to any Embedded Software is limited to a license to use such Embedded Software on one (1) Product for each Product purchased from Cellebrite or Cellebrite’s authorized reseller. Customer’s license to any License Authorization Software is limited to a license to use such License Authorization Software on one (1) Authorization Product for each license to such standalone Software the authorized use of which is validated by such License Authorization Software and where such license is purchased from Cellebrite or Cellebrite’s authorized reseller.
iv. Authorization Products. Without limiting Section 2.D, Customer shall not, and shall not permit any User to, use any Authorization Product on a computer other than the computer to which such Authorization Product is directly connected (i.e. not through a network), except that an Authorized User may use Remote Access Protocol with Cellebrite’s UFED Physical Analyzer. Customer shall ensure that multiple users cannot use Remote Access Protocol to access UFED Physical Analyzer simultaneously. For the avoidance of doubt, subject to the terms and conditions of this EULA, sharing a USB dongle among Concurrent Users is permitted. v. Remote Access Protocol. Customer expressly acknowledges, agrees and warrants that except as required for use by Concurrent Users as allowed by the Agreement and as provided herein each computer running an Authorization Product will be configured or at least limited to serve only one remote connection at a time. In other words, only one Authorized User can use a Remote Access Protocol at the same time. For example, if a host computer is installed with multiple instances of Cellebrite’s UFED Physical Analyzer, Customer will ensure that it is not possible for multiple remote users to connect to the host computer and/or ensure that the foregoing does not occur. Regarding any other Cellebrite products or software other than Cellebrite’s UFED Physical Analyzer, Customer may not use a Remote

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Access Protocol unless expressly agreed to in writing by Cellebrite. Regarding Endpoint Inspector and/or Endpoint Mobile, it is hereby clarified and agreed that: (i) Customer may use Remote Access Protocol and allow Authorized and Concurrent Users to use outside of Territory, as detailed in the Agreement; and (ii) Cellebrite may, at its sole discretion, inform any Endpoint Inspector and/or Endpoint Mobile’s custodian about the nature of the use of the Endpoint Inspector and/or Endpoint Mobile application that will be installed and/or operated on or in relation to the custodian’s device. vi. Named Users. If the Agreement specifies that any Software may be used by Named Users, Customer shall (i) assign a unique login credential for access and use of the Software to each Named User, (ii) ensure that the Software is used only by the applicable Named Users, (iii) ensure that Users do not share login credentials, and (iv) maintain the security and confidentiality of its Named User login credentials. vii. Concurrent Users. If the Agreement specifies that any Software may be used by Concurrent Users, Customer may install one instance of such Software on one (1) designated host server for concurrent and simultaneous use and/or access by the applicable number of Concurrent Users. The number of Concurrent Users accessing such Software at any time may not exceed the number of Concurrent Users specified in the Agreement. Customer must keep a record of all Authorized Users who are Concurrent Users. viii. Former BlackBag Software Users. Each copy of the Inspector, Digital Collector, Mobilyze, or SoftBlock Software may only be used, executed, or displayed by one (1) Authorized User and on one Licensed System at any given instance. The term “Licensed System” means a computer to which an activation key provided by BlackBag has been connected or accessed, as authorized by BlackBag in the applicable License Confirmation.
ix. Cellebrite Premium-aaS; Cellebrite InsEYEts; Mobile Ultra, Mobile Elite, Cellebrite Pathfinder Speech to text and/or translation Services (“Services”) Access and Use. Subject to Customer’s compliance with the terms and conditions contained in this Agreement and/or in any applicable quote issued to Customer by Cellebrite in connection with each of the Services listed above, Cellebrite further grants to Customer, during the relevant Subscription Term , a limited, non-exclusive, non-transferable (a) right to access and use the Service in accordance with any relevant printed, paper, electronic or online user instructions and help files made available by Cellebrite for use with the Service, as may be updated from time to time by Cellebrite, and (b) license to download any relevant Software where Software components are offered by Cellebrite for the purpose of using the Service, in each case strictly under the terms of License set out in this Section 2, solely for the Authorized Purposes and strictly for the benefit of Customer. By accessing and/or using the Service, Customer expressly acknowledges and agrees that operational and usage information shall be shared with Cellebrite for the purpose of providing the Service. Such information may include, but is not limited to the number of unlocking actions purchased by the Customer and/or left for use, types of Software downloaded by Customer for the purpose of using the Service, etc. The Service may be affected by factors beyond Cellebrite’s control and may not be continuous and uninterrupted. Customer acknowledges that the Service may be subject to limitations and/or delays inherent in the use of the internet and electronic communications, and Cellebrite is not responsible or liable for any delays, delivery failures or other damage resulting from those technical difficulties beyond its control. x. Cellebrite Premium-aaS; Cellebrite InsEYEts; Mobile Ultra and Mobile Elite Services (“Services”) Placement and Use. Customer shall use the Services and place all related Software and hardware components provided with the Services, inside a secured room, lab, or office, where the security measures used to secure the Services and respective components are consistent with security measures undertaken by the Customer to protect its most sensitive activities.
x.i. The following are additional terms for the purchase of speech to text and/or translation services (the “Language Services”):

1.1. If the Language Services and the Pathfinder license are purchased together, both will be installed at the same time and licenses will start upon the completion and acceptance of the installation.

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1.2. If the Language Services are purchased at a later date, as an addition to an existing Pathfinder license, then:

1.2.1. The term of the Language Services shall commence 60 days after the date of the Quote for the purchase of Language Services.

1.2.2. The term of the Language Services will expire at the end of the existing Pathfinder Subscription Term, which the Language Services have been added to.

1.3. Use of the Language Services is subject to the Agreement and the technical requirements for the Customer System therein, any additional technical requirements made by Cellebrite in writing and the completion of the Language Service installation.

B.

Software Provisions.
i. Any use or operation of the Product, including the Software, with any product and/or mobile device developed, manufactured, produced, programmed, assembled and/or otherwise maintained by any person or entity shall be permitted only after the User has obtained any consents or approvals required (to the extent required) pursuant to applicable Law.
ii. U NDER NO CIRCUMSTANCES SHALL CELLEBRITE, ITS OFFICERS, EMPLOYEES OR

REPRESENTATIVES BE LIABLE TO CUSTOMER, USER OR ANY THIRD PARTY UNDER ANY

CAUSE OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) FOR ANY

INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER INDIRECT

DAMAGES UNDER ANY LEGAL THEORY ARISING OUT OF OR RELATING TO THE USE OF

ANY OF THE CELLEBRITE SOFTWARE IN CONNECTION WITH ANY PRODUCT AND/OR

MOBILE DEVICE DEVELOPED, MANUFACTURED, PRODUCED, PROGRAMMED, ASSEMBLED

AND/OR OTHERWISE MAINTAINED BY ANY PERSON OR ENTITY , WITHOUT OBTAINING EACH APPLICABLE CONSENT AND APPROV AL.
iii.

No Obligation. Nothing in this EULA requires Cellebrite to provide Updates or Upgrades to Customer.
iv. Trial and Beta Software Licenses. Subject to the terms and conditions of this Agreement, Cellebrite may grant Customer with, and Customer accepts, a nonexclusive, time-limited and nontransferable license, effective upon delivery, to use a copy of Software or a Beta Version of the Software, in executable form only, and any accompanying Documentation, only for Customer’s internal use to test, trial or evaluate such Software and/or provide feedback to Cellebrite with respect thereto, in the Territory, and not for any business or productive purposes, for a period as specified by Cellebrite at its sole discretion, and subject to the restrictions in Section 2.

Customer assumes all risks and all costs associated with its use of the Trial and/or Beta Software, any obligations on behalf of Cellebrite to indemnify, defend, or hold harmless under this Agreement are not applicable to Customer’s use of any Trial and/or Beta Software. Customer’s sole and exclusive remedy with respect to such Trial and/or Beta Software is termination of the license thereto. There is no guarantee that features or functions of the Trial and/or Beta Software will be available, or if available will be the same, as in the general release version of the Software. Cellebrite will be under no obligation to provide Customer any maintenance or support services with respect to the Trial and/or Beta Software.

IT IS CLARIFIED THAT THE LICENSE UNDER THIS SUB-SECTION IV IS PROVIDED “AS IS”, WITHOUT ANY WARRANTY WHATSOEVER. CELLEBRITE DISCLAIMS ALL IMPLIED

WARRANTIES, CONDITIONS AND REPRESENTATIONS IN RELATION TO THE TRAIL AND/OR

BETA SOFTWARE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF

MERCHANTABILITY , FITNESS FOR A PARTICULAR PURPOSE, DURABILITY OR NON- INFRINGEMENT. IN NO EVENT WILL CELLEBRITE BE LIABLE TO Customer OR TO ANY

OTHER PARTY FOR ANY LOSS, DAMAGE, COST, INJURY OR EXPENSE, INCLUDING LOSS OF 221 of 331

TIME, MONEY OR GOODWILL, OR FOR DAMAGES OF ANY KIND, WHETHER DIRECT,

SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL IN RELATION TO THE TRAIL AND/ OR BETA SOFTWARE.
v. Customer represents, warrants and covenants to Cellebrite that (a) only Users of Customer who have obtained any necessary consents and approvals pursuant to applicable Law shall be permitted to use any of the Products and/or Software; (b) Users of Customer shall only use any of the Products and/or Software in compliance with the terms of service, terms of use or other agreement with a Third Party; and (c) Customer and its Users shall only use any of the UFED family of Products in compliance with all applicable Laws.

C. License Prohibitions. Notwithstanding anything to the contrary, Customer shall not, and shall not permit, authorize or engage any Third Party to:
i. modify, reverse compile, reverse assemble, re verse engineer or otherwise translate all or any portion of any Software, or create derivative works thereof;
ii. assign, pledge, rent, lease, sublicense, share, distribute, sell or otherwise transfer the Software, any copy thereof, or any rights granted hereunder, to any third party, including without limitation selling any Product in a secondhand market;;
iii. use any Software to provide service to an y Third Party including by use on a time sharing, service bureau, application service provider (ASP), software as a service (SAAS), cloud services, rental or other similar basis;
iv. make cop ies of or reproduce of any Software and/or Documentation, except as provided for in the license grant above;
v. remove, alter, deface, cover, obfuscate or destroy any proprietary markings, copyrights notices, proprietary legends, labels or marks placed upon or contained within any Products and/or Software (including, without limitation, any copyright or other attribution statements such as for open source software);
vi. use any Embedded Software other than with Products provided by Cellebrite or an authorized reseller of Cellebrite or for more than the number of Products purchased from Cellebrite or an authorized reseller of Cellebrite;
vii. disclose any results of testing or benc hmarking of any Software to any Third Party; viii. use any Update or Upgrade beyond those to which Customer is entitled or with any Software to which Customer does not have a valid, current license;
ix. deactivate, modify or impair the functioning of any disabling code in any Software; x. circumvent or disable Cellebrite ’s copyright protection mechanisms or license management mechanisms;
xi. use the Product, any Software or any Third Party Software, alone or in combination with other activities, products or services, in any activity or manner that violates or supports, assists, facilitates, enables, constitutes or is otherwise deemed to be in violation of:
(1) any order, regulation or Law (including but not limited to any Law with respect to human rights or the rights of individuals) or to support any illegal activity; (2) any human rights standards of any person, group, or community, and best practice including internationally recognized human rights instruments, such as the Universal Declaration of Human Rights, the International Covenant on Civil and Political Rights, and the International Labor Organization Declaration on Fundamental Principles and Rights at Work; (3) any rights of any Third Party.
xii. use any Product for any training purposes, ot her than for training Customer’s employees, where Customer charges fees or receives other consideration for such training, except as authorized by Cellebrite in writing;
xiii. combine or operate any Products or Software with other products or software, without prior written authorization of Cellebrite or its Affiliates, including without limitation any installation of any software on any Product; or,
xiv. attempt any of the foregoing.
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The licenses set out hereunder are at all times subject to these prohibitions and any contravention thereof shall constitute a material breach of this Agreement. Cellebrite expressly reserves the right to seek all available legal and equitable remedies to prevent any of the foregoing and to recover any lost profits, damages or costs resulting from any of the foregoing.

For the purpose of this Section, it is hereby clarified that “Third Party” shall include: Customer’s affiliates, employees, contractors, licensors, suppliers or Customers. If the event that the Customer is a governmental body the followings shall also be included: any federal, state, local, judicial or other governing body having jurisdiction over any of the foregoing.

D. Legal Exception. Customer agrees that, to the extent that any applicable Law (including without limitation national laws implementing 2009/24/EC on the Legal Protection of Computer Programs) grants Customer the right to reverse engineer any Software to make it interoperable without Cellebrite’s consent, before Customer exercises any such rights, Customer shall notify Cellebrite of such desire and, no later than sixty (60) days following receipt of such request, Cellebrite may decide either to: (a) perform the work to achieve such interoperability and charge its then-standard rates for such work to Customer; or (b) permit Customer to reverse engineer parts of such Software only to the extent necessary to achieve such interoperability. Only if and after Cellebrite, at its sole discretion, partly or completely denies Customer’s request, shall Customer exercise its statutory rights.

E.

Network Usage. Customer understands and agrees that Cellebrite may use Customer’s internal network and Internet connection for the limited purpose of transmitting license-related data at the time of installation, registration, use or update of Software to a Cellebrite-operated license server. At such time, Cellebrite may validate the license-related data in order to protect Cellebrite against unlicensed or illegal use of any Software. At its option, Cellebrite may only permit activation of Software upon exchange of license related data between Customer’s computer and the Cellebrite license server.

F. Third Party Software. Customer acknowledges and agrees that the access and use of any Software (or certain features thereof) may involve access and/or use of Third Party Software. In addition to the Agreement, Customer shall comply with the terms and conditions applicable to any such Third Party Software, including without limitation the following terms and conditions:
i.

Bing Maps - http://aka.ms/BingMapsMicrosoftPrivacy
ii. Azure Maps - https://www.microsoft.com/en-us/maps/product/terms-april-2011 iii. OpenStreetMap – http://www.openstreetmap.org/copyright iv. Chainalysis Inc. - http://www.chainalysis.com/legal v. Corellium products - https://www.corellium.com/legal/terms Additional Third Party Licenses can be found here: https://www.cellebrite.com/en/blackbag-agreements/ #third_party
G. No Implied Licenses. Except for the express licenses set forth herein, Cellebrite does not grant any license to Customer, whether by implication or otherwise.

H. Reserved.

I. Open Source Software.
i. Software may use and/or be provided with third party open source software, libraries or other components (“Open Source Component”), including those detailed in the open source notices files separately conveyed to Customer. To the extent so stipulated by the license that governs each Open Source Component (“Open Source License”), each such Open Source Component is licensed directly to Customer from its respective licensors and not sublicensed to Customer by Cellebrite, and such Open Source Component is subject to its respective Open Source License, and not to this Agreement. If, and to the extent, an Open Source Component requires that this Agreement effectively impose, or incorporate 223 of 331
by reference, certain disclaimers, permissions, provisions, prohibitions or restrictions, then such disclaimers, permissions, provisions, prohibitions or restrictions shall be deemed to be imposed, or incorporated by reference into this Agreement, as required, and shall supersede any conflicting provision of this Agreement, solely with respect to the corresponding Open Source Component which is governed by such Open Source License.

Open-Source Component list can be found under Cellebrite Customer Community here: https:// community.cellebrite.com/s/product-and-licenses?activetab=products ii. If Customer or another party on its behalf, modifies, replac es or substitutes any Open Source Component used in or provided with this Software, Customer hereby fully, forever, irrevocably and unconditionally releases and discharges Cellebrite, its Affiliates and its and their employees, officers, directors, resellers, distributors and representatives (collectively, “Released Parties”) from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, covenants, liabilities, warranties, performance and maintenance and support obligations (collectively, “Released Claims”), of every kind and nature, with respect to such Software, including without limitation any such Released Claims that arise as a matter of applicable Law. iii. If an Open Source License requires that th e source code of its corresponding Open Source Component be made available to Customer, and such source code was not delivered to Customer with the Software, then Cellebrite hereby extends a written offer, valid for the period prescribed in such Open Source License, to obtain a copy of the source code of the corresponding Open Source Component, from Cellebrite.

To accept this offer, Customer shall contact Cellebrite at [email protected].

J. Personal Data. The parties acknowledge and agree that: (a) Within the scope of this Agreement, the Product is an on-premise solution used and operated solely by Customer without the involvement of Cellebrite; (b) Cellebrite is not engaged in any processing of ‘personal data’ (as this term is used in Laws governing data privacy and data protection) that flows through the Product; and therefore (c) with respect to Cellebrite activities in the scope of this Agreement, Cellebrite is neither a ‘data controller’ nor ‘data processor’ (as these terms are used in Laws governing data privacy and data protection).

K. Aggregated Statistics and Usage Data. Customer hereby agrees and consents that Cellebrite may monitor Customer’s use of the Software, Products and Services and use Customer usage data or other information in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Software, products and Services (“Aggregated Statistics”). As between Cellebrite and Customer, all right, title and interest in the Aggregated Statistics and all Intellectual Property Rights therein, shall belong to and are retained solely by Cellebrite. Customer acknowledges and agrees that Cellebrite will be compiling Aggregated Statistics including information and inputs Customer and by other Customers and Customer agrees that Cellebrite may (a) make such Aggregated Statistics publicly available, and (b) use such information to the extent and in the manner permitted by applicable law or regulation and for any purpose of data gathering, analysis, service and product enhancement and marketing, provided that such data and information does not identify Customer or its Confidential Information.

L. The Customer acknowledges and agrees that Cellebrite may deliver non-personalized in-app notifications, including pop-ups, updates, and product related services, as part of the Cellebrite product experience.

3. OWNERSHIP
A.

Title to Software. Notwithstanding anything to the contrary, Software furnished hereunder is provided to Licensee subject to and in accordance with the terms and conditions of the EULA. All title and interest of the Software, Services and and/or any related Documentation and any derivative works thereof shall 224 of 331
remain solely and exclusively with Cellebrite or its licensors, as applicable. Nothing in this Agreement constitutes a sale, transfer or conveyance of any right, title or interest in any Software Service and/or Documentation or any derivative works thereof. Any reference to a sale of Products shall be understood as a license to Software or Services under the terms and conditions of this Agreement.

B. Intellectual Property. All intellectual property rights relating to the Software and/or the Products, including without limitation, all patents, trademarks, algorithms, binary codes, business methods, computer programs, copyrights, databases, know-how, logos, concepts, techniques, processes, methods, models, commercial secrets and any other intellectual property rights, including any new developments or derivative works of such intellectual property, whether registered or not, are and shall remain the sole and exclusive property of Cellebrite or its licensors, as applicable. All right, title and interest in and to any inventions, discoveries, improvements, methods, ideas, computer and other software or other works of authorship or other forms of intellectual property which are made, created, developed, written, conceived of or first reduced to practice solely, jointly with Licensee or on behalf of Licensee shall be and remain with Cellebrite or its licensors, as applicable. Any suggestions, improvements or other feedback provided by Licensee to Cellebrite regarding any Products, Software or services shall be the exclusive property of Cellebrite. Licensee hereby freely assigns any intellectual property rights to Cellebrite in accordance with this Section, including any moral rights, and appoints Cellebrite as its attorney-in-fact to pursue any such intellectual property rights worldwide.

4. CONFIDENTIALITY – The parties may each disclose to the other proprietary information related to the subject of the Agreement (“Confidential Information”). Software, Documentation, Trade Secrets, and any technical information related thereto are Confidential Information of Cellebrite without any marking requirement, but any other information disclosed in writing must be marked “confidential” or “proprietary” to be deemed the Confidential Information of a party. Information disclosed orally may be deemed Confidential Information if the disclosing party says it is proprietary and summarizes it in a writing to the other party within twenty (20) days of the oral disclosure.

Pursuant to 18 U.S.C. §1833(b) , Customer shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of Cellebrite’s Trade Secrets (as defined below) only if such disclosure is made: (i) in confidence to a Federal, State, or local government official, solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In court proceedings claiming retaliation by Cellebrite for Customer’s reporting a suspected violation of law, Customer may only disclose Cellebrite Trade Secrets to Customer’s legal counsel and may only use the Trade Secret information, if Customer (i) files documents containing Trade Secrets under seal; and (ii) Customer does not otherwise disclose Cellebrite Trade Secrets, except pursuant to a court order.

The term “Trade Secret” means all forms and types of financial, business, scientific, technical, economic, or engineering information, including patterns, plans, compilations, program devices, formulas, designs, prototypes, methods, techniques, processes, procedures, programs, or codes, whether tangible or intangible, and whether or how stored, compiled, or memorialized physically, electronically, graphically, photographically, or in writing if: (a) Cellebrite has taken reasonable measures to keep such information secret; and (b) the information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, another person who can obtain economic value from the disclosure or use of the information.

The receiving party shall: (a) hold Confidential Information in confidence using the same degree of care as it normally exercises to protect its own proprietary information but at least reasonable care, (b) restrict disclosure and use of Confidential Information to only employees (including any agents, contractors or consultants) with a need to know who are advised of their obligations with respect to Confidential Information, (c) not copy, duplicate, reverse engineer or decompile Confidential Information, (d) use Confidential Information only in furtherance of performance under the Agreement, and (e) up on expiration
or termination of the Agreement, at the disclosing party’s option, destroy or return all Confidential Information to the disclosing party.
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The receiving party shall have no obligation regarding Confidential Information that: (a) was previously known to it free of any confidentiality obligation, (b) was independently developed by it, (c) is or becomes publicly available other than by unauthorized disclosure, (d) is disclosed to third parties by the disclosing party without restriction, or (e) is received from a third party without violation of any confidentiality obligation.

If a party is faced with legal action or a requirement under applicable Law to disclose or make available Confidential Information received hereunder, such party shall promptly notify the disclosing party and, upon request of the latter, cooperate in contesting such action or requirement at the disclosing party’s expense. Neither party shall be liable for damages for any disclosure or unauthorized access pursuant to legal action or applicable Law or for inadvertent disclosure, access, or use if the customary degree of care as it uses with respect to its own proprietary information has been exercised and if, upon discovery of such inadvertent disclosure, access, or use the receiving party has endeavored to prevent any further (inadvertent or otherwise) disclosure or use.

5. EXCLUSIVE REMEDIES AND LIMITATION OF LIABILITY.

A.

Definitions. For purposes of the exclusive remedies and limitations of liability set forth in this Section 5, Cellebrite shall be deemed to include its Affiliates and its and their directors, officers, employees, agents, representatives, shareholders, subcontractors and suppliers; and “damages” shall be deemed to refer collectively to all injury, damage, loss or expense incurred.

B. Exclusive Remedies. Cellebrite’s entire liability and Customer’s exclusive remedies against Cellebrite for any damages caused by any Product or Software defect or failure, or arising from the performance or non-performance of any obligation under the Agreement, regardless of the form of action, whether in contract, tort including negligence, strict liability or otherwise shall be:
i. For bodily injury or death to any person proximately caused by Cellebrite, Customer’s direct damages; and
ii. For all other claims, Cellebrite’s liability shall be limited to direct damages that are proven, in an amount not to exceed the total amount paid by Customer to Cellebrite during the twelve (12) month period that immediately preceded the event that gave rise to the applicable claim.

C.

Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY , CELLEBRITE

SHALL NOT BE LIABLE FOR INCIDENTAL, SPECIAL, EXEMPLARY , CONSEQUENTIAL OR

OTHER INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, SA VINGS

OR REVENUES OF ANY KIND, WHETHER OR NOT CELLEBRITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS PROVISION SHALL APPLY EVEN IN THE EVENT OF THE FAILURE OF AN EXCLUSIVE REMEDY .

D.

No Liability to any Third Party. TO THE MAXIMUM PERMITTED EXTENT, CELLEBRITE

DISCLAIMS ANY AND ALL LIABILITIES OR OBLIGATIONS WHATSOEVER RELATED TO ANY

PRODUCT OR SOFTWARE OR LICENSING OF ANY SOFTWARE TO, OR USE BY , ANYONE OTHER THAN Customer.

E.

Third Party Software and Customer System Liability. Notwithstanding anything to the contrary, Cellebrite shall not be liable to Customer or any User for any damages due to use of any Third Party Software or Customer System. The limitations and exclusions from liability under the terms and conditions applicable to any Third Party Software or Customer System (which are applicable to the arrangement between Customer and the applicable provider of such Third Party Software or System) shall govern and apply with respect to the use of each such Third Party Software or System. Additionally, Cellebrite does not provide any warranty with respect to any Third Party Software or Customer System.

The warranty provided by the terms and conditions applicable to any Third Party Software or Customer System (which are applicable to the arrangement between Customer and the applicable provider of such Third Party Software or System) shall apply to Third Party Software or System. 226 of 331
F. AI-generated results: The results generated by AI fe atures are automatically produced, not by humans, and may be inaccurate, incorrect, or contain non-unique elements, or display content similar to that shown to other customers or users. Manual or human review is required. The use of AI features is solely at the Customer’s discretion, responsibility, and risk.

6. CUSTOMER INDEMNITY – To the maximum extent permitted by applicable Law, Customer shall, at its expense: (i) indemnify and hold Cellebrite and its Affiliates and its and their directors, officers, employees, agents, representatives, shareholders, subcontractors and suppliers harmless from and against any damages, claim, liabilities and expenses (including without limitation legal expenses) (whether brought by a Third Party or an employee, consultant or agent of Customer’s) arising out of any (a) misuse or use of any Product or Software furnished under the Agreement in a manner other than as authorized under this EULA, including without limitation using the Product or Software in a manner that violates applicable Law including without limitation a person’s Fourth Amendment rights under the United States Constitution (or its equivalent in the Territory); (b) misappropriation of any personal information, (c) failure to obtain consents and approvals required by applicable Law for the use of any of the Cellebrite’s Products or Software, or; (g) use of any Product or Software in breach of or to violate the terms of any other agreement with a Third Party; (ii) reimburse Cellebrite for any expenses, costs and liabilities (including without limitation legal expenses) incurred relating to such claim; and (iii) pay all settlements, damages and costs assessed against Cellebrite and attributable to such claim.

7. CELLEBRITE INDEMNITY – Cellebrite will, at its expense: (i) indemnify, defend and hold Customer and its Affiliates and its and their officers and directors harmless from any Third Party claim to the extent alleging that any Software furnished under this Agreement directly infringes any patent, copyright or trademark or misappropriates any trade secret, in each case having legal effect in the Territory; (ii) reimburse Customer for any expenses, costs and liabilities (including reasonable attorney’s fees) incurred relating to such claim; and (iii) pay all settlements, damages and costs assessed against Customer and attributable to such claim.

In connection with satisfying its obligations hereunder, Cellebrite may, at its option and expense: (a) procure for Customer and/or its Customers the right to continue using such Software or any Product on which such Software is embedded; (b) replace or modify any such Software or any Product on which such Software is embedded, to be free of such infringement; or (c) require return of such Software or any Product on which such Software is embedded, and refund the purchase price or license price depreciated on a straight-line basis over a three (3) year period from the delivery date.

Cellebrite shall have no obligations under this Section 7 with respect to any Excluded Item. The maximum liability of Cellebrite in relation to any claims under this Section 7 shall not exceed the amounts paid by Customer to license the infringing Software or purchase Products including the infringing Software in the twelve (12) months immediately preceding the claim. If there are any other indemnification obligations with respect to infringement of any patent, copyright or trademark or misappropriation of any trade secret under the Agreement, this Section 7 shall be of no force and effect.

Cellebrite’s obligations under this Section 7 are conditioned upon: (1) Customer giving Cellebrite prompt written notice (within no more than thirty (30) days) after any such claim, unless Cellebrite would not be materially prejudiced thereby; (2) Cellebrite having complete control of the defense and settlement of such claim; (3) Customer cooperating fully with Cellebrite to facilitate the defense or settlement of such claim; and (4) Customer’s substantial compliance with the Agreement.

The sale of any Product by Cellebrite shall not in any way confer upon Customer, or upon anyone claiming under Customer, any license (expressly, by implication, by esto ppel or otherwise) under any patent claim of Cellebrite or others covering or relating to any combination, machine or process in which such Product is or might be used, or to any process or method of making such Product.

THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDY AND OBLIGATION OF THE PARTIES

HERETO FOR INFRINGEMENT OR OTHER VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS

ARISING OUT OF THIS AGREEMENT AND IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY , IN REGARD THERETO.

8. DISABLING CODE
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A. Disabling Code. Software may be provided to Customer with code that allows Cellebrite to disable such Software. Except as provided in Section 8.B, Cellebrite will not invoke such disabling code without Customer’s prior consent.

B. Invocation of Disabling Code. Notwithstanding anything to the contrary, Cellebrite may invoke the disabling code without Customer’s consent if (i) Cellebrite reasonably believes that such Software has been, is being, or will be used in violation of Laws; (ii) Cellebrite is required to do so because of a court or regulatory order; (iii) Customer has not paid an outstanding invoice more than sixty (60) days after such invoice is due, or; (iv) Customer has used the Software other than as authorized by Customer’s license.

Cellebrite shall have no liability to Customer for any good faith invocation of any such disabling code.

9. TERM AND TERMINATION
A. Term. The term of this EULA is while any Software is under Customer’s control or possession. The License Term shall be determined in a separate agreement between Cellebrite and the Customer.

B. Termination. Cellebrite may terminate this EULA and revoke the license granted hereunder (i) upon thirty (30) days’ prior written notice to Customer if Customer has not cured any material breach of this EULA by the end of such thirty (30) day notice period, or (ii) if Customer has not paid any invoice sixty (60) days after such invoice is due, or (iii) by providing a written notice to be immediately effective in case Cellebrite reasonably determines that it can no longer comply with the terms of the Agreement in accordance with the requirement of any applicable law, rule and/or regulations. Termination of the Agreement in accordance with this Section shall not impose on Cellebrite liability of any kind . Upon termination or expiration of this EULA, (a) Customer shall be responsible for payment for all purchase orders delivered to Customer by Cellebrite before the effective date of termination and (b) Customer shall destroy all copies of any Software under Customer’s control or possession.

C. Survival. The provisions of Sections 1-5, 6, 9, and 10-15 of this EULA shall survive any termination or expiration of this EULA.

10. CHOICE OF LAW; JURISDICTION; GOVERNING LANGUAGE
A.

Choice of Law; Jurisdiction.
i. The Parties agree to meet and discuss any di spute or claim relating to the Agreement prior to seeking any judicial resolution, for a period of at least thirty (30) days, during which either party may request confidential mediation. If either party requests confidential mediation, the Parties shall conduct a minimum of two (2) days of confidential mediation with a neutral mediator selected by the American Arbitration Association in New York, New York.
ii. This Agreement and any disputes or claims arising hereunder are governed by the Laws of, and subject to the exclusive jurisdiction of, the country of incorporation of the Cellebrite entity that sold any Product or licensed any Software to Customer, without giving effect to any choice of Law rules or principles. In case of sales or licenses in the United States of America, this Agreement and any disputes or claims arising hereunder are governed by the laws of the State of New York and subject to the exclusive jurisdiction of the federal or state courts in New York, without giving effect to any conflict of Law rules or principles. Notwithstanding anything to the contrary, in the vent that the entity that sold any Product or licensed any Software to the Customer is Cellebrite GmbH, this Agreement shall be governed by and construed in accordance with the law of England and Wales and the Parties hereby submit to the exclusive jurisdiction of the English courts and, without giving effect to any conflict of Law rules or principles. The United Nations Convention on Contracts for the International Sale of Goods (except that sales or licenses in the United States of America shall not exclude the application of General Obligations Law 5-1401), and the Uniform Computer Information Transactions Act do not apply to this Agreement. Cellebrite may, at its sole 228 of 331
discretion, initiate any dispute or claim against Customer, including for injunctive relief, in any jurisdiction permitted by applicable Law.

B. Litigation Support. Cellebrite will only provide litigation support or testimony related to this Agreement if Cellebrite is compensated for its participation, including all travel expense, attorneys’ fees, lost opportunity costs, and other applicable amounts. Purchaser will contact Cellebrite for a quote.

C. Governing Language. The parties hereto have required that this EULA be drawn in the English language, and that the English language version shall control over any translations thereof. If Customer is located in Quebec, the following sentence shall apply: Les parties conviennent que cette EULA soient rediges en anglais.

11. ASSIGNMENT – Except to the extent otherwise required by applicable Law or expressly provided for assignment generally in the Agreement, no license provided to Customer is sublicensable, transferable or assignable by Customer, including by operation of Law, change of control, merger, purchase or otherwise, without the prior written consent of Cellebrite in each instance. Other than as expressly permitted by the foregoing, any attempted sublicense, transfer or assignment by Customer shall be null and void.

12. NO-WAIVER – No course of dealing or failure of either party to strictly enforce any term, right or condition of the Agreement shall be construed as a waiver of such term, right or condition.

13. ENTIRE AGREEMENT – The terms and conditions contained in this EULA supersede all prior oral or written understandings between the parties and shall constitute the entire agreement between the parties with respect to the subject matter of this EULA, except as provided for in the preamble to this EULA.

14. CONSTRUCTION; SEVERABILITY – The headings used in this EULA are for reference purposes only and will not be deemed to limit, expand or in any way affect the interpretation of any term or provision hereof. If any provision of this EULA is held to be invalid or unenforceable for any reason, the validity, legality, and enforceability of the remaining provisions will not be affected or impaired. The parties shall interpret the affected provision in a manner that renders it enforceable while attempting to closely approximate the intent and effect of the affected provision.

15. USA GOVERNMENT USERS ONLY
This Section does not apply to any private enterprise, public or private corporation, law firm, consulting company, digital forensics company, non-law enforcement agency, private person, or any other corporate entity that is a Licensee.

A.

U.S. Government Customers. The Software and Services were developed exclusively at private expense and qualifies as a “commercial item” consisting of “commercial computer software” and/or “computer software documentation” as such terms are defined and used at FAR (48 C.F.R.) 2.101. Use, duplication or disclosure of the Software by the U.S. Government are subject to restrictions set forth in this Agreement, in accordance with FAR 12.212 and/or DFARS 227.7202-4, as applicable.

B. INAPPLICABLE TERMS AND PROVISIONS – VOID AB INITIO. This Section only applies to U.S. local, county, state, governmental agencies and other U.S. law enforcement agencies that are state or federally funded by the United States Government. Subject to the foregoing statements, to the extent that any term or provision of the Agreement, is considered void ab initio, or is otherwise unenforceable against the Licensee pursuant to applicable U.S. Law that expressly prohibits Licensee from agreeing to such term or condition, then such conflicting term or provision in this Agreement shall be struck to the extent to make such term or provision enforceable, and the remaining language, if any, shall remain in full force and effect. Any Licensee policies or procedures which are not expressly required by U.S. Law, shall not apply or be incorporated into the Agreement.
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16. WARRANITES
A. Hardware Warranty.

Subject to the remaining Sections of this Appendix I, Cellebrite warrants that each Product, including all firmware but excluding 1) Software, for which the warranty is only as provided under Section B, 2) other Accessories, for which the warranty shall be as provided below, and 3) related services or prototypes of any Product, shall perform in substantial conformance with its Documentation for twelve (12) months after delivery (the “Warranty Period”). If any failure to conform to such specification (“Defect”) is suspected in any Product during the Warranty Period, Licensee, after obtaining return authorisation information from Cellebrite, shall ship suspected defective samples of the Product to Cellebrite in accordance with Cellebrite’s instructions at Licensee's expense. No Product will be accepted for repair, replacement, credit or refund without the written authorization of Cellebrite. Cellebrite shall analyse the Defect and any technical information provided by Licensee to verify whether any Defect appears in the Product.

If a returned Product does not have a Defect, Licensee shall pay Cellebrite all costs of handling, inspection, repairs, and transportation at Cellebrite’s then-prevailing rates. If a returned Product has a Defect, Cellebrite shall, at its option, either repair or replace the defective Product with the same or equivalent Product without charge. If, after a period of thirty days following Cellebrite’s receipt of the returned Product, repair or replacement has not occurred then Cellebrite will credit or refund (at Cellebrite's option) the purchase price, provided: (i) Licensee notifies Cellebrite in writing of the claimed Defect within thirty (30) days after Licensee knows or reasonably should know of the claimed Defect, and (ii) the Defect appears within the Warranty Period. Cellebrite shall ship any replacement Product DAP, excluding Import V AT (Incoterms 2010), to Licensee’s destination. Title to any replaced Product or replaced parts of any Product shall pass to Cellebrite upon delivery.

In no event shall Cellebrite be responsible for deinstallation or reinstallation of any Product or for the expenses thereof.

Repairs and replacements covered by the above warranty will perform in substantial conformance with the Documentation for a period of (i) six (6) months from the date of repair or replacement or (ii) until the expiration of the original Warranty Period, whichever is later.

Accessories shall perform in substantial conformance with their Documentation for six (6) months after Licensee’s receipt (the “Accessories Warranty Period”). If any Defect is suspected in any accessories during the Accessories Warranty Period, Licensee, after obtaining return authorisation information from Cellebrite, shall ship suspected defective Accessories to Cellebrite in accordance with Cellebrite’s instructions. No Accessories will be accepted for repair or replacement without the written authorisation of Cellebrite. If returned Accessories do not have a Defect, Licensee shall pay Cellebrite all costs of handling, inspection, repairs and transportation at Cellebrite’s then-prevailing rates. If returned Accessories have a Defect, Cellebrite shall either repair or replace the defective Accessories with the same or equivalent Accessories without charge. Title in any replaced Accessories shall pass to Cellebrite upon delivery of the replacement Accessories.
“Accessories” shall mean using any peripheral equipment which accompanies, or is used in conjunction with, the Products, including without limitation, cables, kits, connectors or other accessories.

B.

Software Warranty:

Cellebrite warrants to Licensee that for a period of sixty (60) days after the date of shipment, the Software will perform substantially in conformance with its Documentation. As Purchaser’s sole and exclusive remedy, Cellebrite will, at its sole expense, and as its sole obligation, promptly repair or replace any Software that fails to meet this limited warranty. Software shall be provided with an initial twelve (12) months license which may be renewed by Purchaser for additional terms against payment of the applicable subscription fees to Cellebrite (the “Software License Period”).

During the Software License Period Cellebrite shall provide Purchaser with periodical Software Updates, at Cellebrite's sole and absolute discretion.

C.

Exclusions:

Cellebrite is not responsible for any claimed breach of any warranty caused by: (a) Licensee’s use of the Products or

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Software in violation of Section 2(C) (“License Prohibitions”); (b) placement of the Products or Software in an operating environment contrary to specific written instructions and training materials provided by Cellebrite to Licensee; (c) Licensee’s intentional or negligent actions or omissions, including physical damage, fire, loss or theft of a Product; (d) cosmetic damage to the outside of a Product, including ordinary wear and tear, cracks or scratches; (e) for any Product with a touch screen, any Defect in such a touch screen after thirty (30) days from the date of receipt of such Product, or any Defect caused in a touch screen by Licensee’s negligence or wilful misconduct; (f) maintenance of the Products or Software in a manner that is contrary to written instructions provided by Cellebrite to Licensee; (g) a product or service not provided, authorised or approved by Cellebrite for use with the Products or Software; (h) any repair services not authorised or approved by Cellebrite; (i) any design, documentation, materials, test data or diagnostics supplied by Licensee that have not been authorised or approved by Cellebrite; (j) usage of any test units, experimental products, prototypes or units from risk lots (each of which is provided “AS IS” to the maximum extent permissible by law); (k) any third party original equipment manufacturer’s restrictions on individual phones or models of phones that prevent the phones or models of phones from working with the Products or Software; (l) any damage to a third party device alleged to or actually caused by or as a result of use of a Product or Software with a device; (m) any Products that have had their serial numbers or month and year of manufacture or shipment removed, defected or altered; (n) any interactions or other effects relating to or arising out of the installation of copies of the Software beyond the number of copies authorised by an agreement between Cellebrite and Licensee; (o) use of Products or Software incorporated into a system, other than as authorised by Cellebrite; or (p) any Products or Software that has been resold or otherwise transferred to a third party by Licensee (any Product or Software affected by the cases in (a)-(p) is referred to hereinafter as an “Excluded Item”). The warranties herein do not apply to, and Cellebrite makes no warranties with respect to the computer or other platform on which the Software is installed or otherwise embedded.

D. Warranty Limitations:

EXCEPT AS STATED IN THIS WARRANTY , TO THE MAXIMUM EXTENT PERMITTED BY LAW,

CELLEBRITE, ITS SUBSIDIARIES AND AFFILIATES, SUBCONTRACTORS AND SUPPLIERS

EXPRESSLY DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES, AND CONDITIONS,

EXPRESS OR IMPLIED, AT COMMON LAW OR BY STATUTE, AND SPECIFICALLY DISCLAIM

ANY WARRANTY AND/OR CONDITION RELATING TO THE PRODUCTS, SERVICES, OR THE

CONFIDENTIAL INFORMATION, INCLUDING THOSE OF MERCHANTABILITY , ACCURACY ,

PATENT SUFFICIENCY , FITNESS FOR A PARTICULAR PURPOSE, USE, V ALUE, NONVIOLATION

OF PRIV ACY RIGHTS, OR NONINFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS

OF A THIRD PARTY , AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING OR

PERFORMANCE OR USAGE OF TRADE, AND THE EQUIV ALENTS THEREOF UNDER THE

LAWS OF ANY JURISDICTION OR THAT THE PRODUCTS WILL BE OF SATISFACTORY QUALITY . TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSEE’S SOLE AND

EXCLUSIVE REMEDY FOR FAILURE OF AN ITEM TO CONFORM WITH ITS SPECIFICATIONS SHALL BE CELLEBRITE’S OBLIGATION (i) TO REPAIR OR (ii) TO REPLACE OR, (iii) IF NEITHER (i) NOR (ii) IS COMMERCIALLY FEASIBLE, TO CREDIT OR REFUND (AT CELLEBRITE'S OPTION) SUCH ITEM AS SET FORTH ABOVE. THIS DISCLAIMER AND

EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY FAILS OF ITS ESSENTIAL

PURPOSE
.

Cellebrite expressly disclaims and renounces any warranty or representation that the Products and/or the Software can work with all types of devices, any particular device, or with any particular version of any operating system. Licensee assumes the entire risk and all liabilities that the Product and/or the Software will not work with respect to any such device. THE LICENSEE’S BENEFITS FROM THE SERVICES ARE PROVIDED BY CELLEBRITE ON AN “AS-IS” AND “WHERE IS” BASIS AND WITH ALL FAULTS.
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E. Repaired or Replaced Products:

Before returning a Product for service, Licensee will back up any data contained in such Product. IN NO EVENT

WILL CELLEBRITE, ITS AFFILIATES OR SUPPLIERS BE LIABLE TO LICENSEE OR ANY THIRD PARTY

FOR ANY DAMAGES OF ANY KIND WHATSOEVER RELATING TO OR ARISING OUT OF DAMAGE TO,

LOSS OF, OR CORRUPTION OF, ANY RECORDS, PROGRAMS, DATA OR INFORMATION RESULTING FROM CELLEBRITE’S REPAIR OR REPLACEMENT SERVICES UNDER THIS WARRANTY , OR AS A RESULT OF A FAILURE OR MALFUNCTION OF A PRODUCT.

EULA Version: May 2026

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The agreement includes:
 Two Skydio X10 Patrol DFR hardware kits (UAS platform used primarily outdoors)  Two Skydio R10 Patrol hardware kits (UAS platform used primarily indoors)  Axon Air and Skydio software subscriptions
 Axon Evidence unlimited data storage per drone (service used to store recorded video / same system the police department uses for all body worn camera video)  Skydio Connect data plans for the R10 units
 Professional implementation services
 X10 speakers and spotlights for enhanced operational capacity  Built in hardware refresh during the contract cycle
 Skydio CoW application services for remote operations The Skydio X10 and R10 platforms will support a broad range of public safety missions, including patrol support, fire response, search and rescue, overwatch during critical incidents, disaster assessment, perimeter searches, indoor searches, building checks, and documentation of major scenes. The associated software will assist with fleet management, operational accountability, flight documentation, data storage, evidence-related workflows, compliance tracking, and program oversight.

Using a shared platform also improves interoperability, training consistency, equipment standardization, and coordinated incident command during major events. This will allow a police department member to operate a UAS for a fire specific operation and vice versa. This allows additional cross department public safety personnel to assist with operations when resources are difficult.

Blue UAS/NDAA-Compliant Platform
The proposed Skydio platforms are being acquired as Blue UAS/NDAA-compliant public safety UAS configurations. This designation is important because public safety UAS programs increasingly require secure, trusted, and supportable platforms that align with federal supply chain, cybersecurity, and data protection expectations.

Using Blue UAS/NDAA-compliant equipment also supports long-term program resilience by reducing reliance on platforms that may create procurement, cybersecurity, data governance, or federal funding concerns. For a public safety agency operating near critical infrastructure and controlled airspace, platform security and operational trust are key considerations.

Skydio is also a local company headquartered in San Mateo County and have a manufacturing/ assembly location in the East Bay.

Skydio Patrol DFR Air Patrol Kit/Operational Capabilities The proposed Axon Air DFR Patrol Plan includes Skydio X10 Patrol DFR hardware kits and related software and services designed to support patrol-led Drone as First Responder operations. In practical terms, the patrol DFR model allows a trained officer or public safety employee to deploy the aircraft from the field while an authorized remote pilot can assume control and fly the mission remotely when appropriate and authorized. 234 of 331
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The Skydio X10 Patrol DFR platform is designed for outdoor public safety response and provides real-time aerial situational awareness for calls involving fleeing suspects, perimeter containment, missing persons, fire assessment, hazardous conditions, disaster response, traffic collisions, and critical incidents.

The proposal also includes two Skydio R10 Patrol hardware kits. The R10 platform expands the City’s UAS capability into indoor and confined-space environments where an outdoor aircraft may not be appropriate. The R10 supports indoor searches, building checks, alarm calls, tactical assessment, and confined-space situational awareness.

Together, the X10 and R10 platforms provide complementary public safety capabilities. The X10 supports outdoor response, overwatch, aerial assessment, and patrol-led DFR operations, while the R10 supports indoor and confined-space response. This combination gives Police and Fire personnel more flexible tools for evaluating hazardous environments before placing personnel in potentially dangerous locations.

Included Software, Data, and Program Management Components The proposal includes Axon Air and Skydio software subscriptions, Skydio Connect data plans for the R10 units, and Axon Evidence unlimited data storage per drone. These components support flight documentation, storage of UAS-related digital evidence, program oversight, and administrative management of the UAS fleet.

The software and data components will assist with automatic flight log documentation, hardware management, pilot activity tracking, secure program management, evidence retention, training documentation, audit readiness, and compliance with standing policy and reporting requirements.

Refresh Plan/Lifecycle Replacement
The proposal includes Skydio SAFE refresh hardware during the five-year term. The refresh component is an important lifecycle management feature because UAS platforms operate in field conditions, experience battery and component wear, and may become outdated as FAA, cybersecurity, software, and operational requirements evolve.

Under the delivery schedule in the Axon proposal, the City would receive the initial Skydio X10 Patrol DFR hardware kits and Skydio R10 Patrol hardware kits in 2027, with refresh hardware scheduled during the term of the agreement in September of 2029. The quote identifies refresh items for the X10 Patrol DFR hardware kits, R10 hardware kits, X10 spotlights, and X10 speakers.

The practical benefit of the refresh plan is that the City is not only purchasing replacement aircraft at the beginning of the contract term; it is also building in a planned equipment refresh to help maintain operational reliability, reduce unplanned replacement costs, and keep the UAS program aligned with current public safety technology standards.

FAA Certificate of Waiver or Authorization/Class B Airspace San Bruno is located near San Francisco International Airport and within heavily controlled “Class B” airspace. UAS operations in controlled airspace require FAA authorization before flight. This is particularly important for public safety operations in and around San Bruno

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because emergency response missions may occur in areas affected by SFO-controlled airspace.

For public safety agencies operating as public aircraft operators, the FAA Certificate of Waiver process provides a formal mechanism for requesting authorization to conduct specified UAS operations in the National Airspace System. Because the City’s prior FAA Certificate of Authorization expired last year, the proposed waiver application services are necessary to help restore and expand the City’s ability to conduct compliant public safety UAS operations, including operations in “Class B” airspace near SFO when authorized by the FAA.

Approval of this agreement does not authorize UAS flights in controlled airspace. Actual deployment will remain subject to FAA approval, the terms of any issued Certificate of Waiver or Authorization, City policy, pilot training, operational oversight, privacy safeguards, and applicable law.

Military Equipment Compliance/California Government Code Sections 7070-7075 Unmanned, remotely piloted, powered aerial vehicles are defined as “military equipment” under California Government Code section 7070. Because this purchase includes UAS airframes and related equipment, the acquisition, funding, deployment, use, reporting, and continued authorization of the equipment are subject to California Government Code sections 7070 through 7075.

The UAS airframe outlined in this staff report are “military equipment” item under California law.

Approval of the Axon agreement and new equipment, will be notated on the yearly military equipment report as additional airframe manufactures and models.

Approval of the agreement does not replace or waive any separate requirement under the City’s military equipment use policy, FAA requirements, or applicable law. UAS deployment and use shall remain subject to approved policy, training, operational oversight, privacy safeguards, FAA authorization, and all applicable legal requirements.

FISCAL IMPACT:

As proposed, this contract has a duration of five years, totaling $313,608.95. The services provided via this contract in year one have already been appropriated in the FY 2025-26 Operating Budget. Sufficient funds are available within the Police Department’s budget to cover this expense. Future annual renewal costs will be subject to the City’s annual budget process and Council appropriation. The ongoing yearly cost of this contract is $56,455.28 for the contract term.

ENVIRONMENTAL IMPACT:

The action is not a project subject to CEQA. City Council’s action is not considered a “Project” per CEQA Guidelines and therefore no further environmental analysis is required.

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RECOMMENDATION:

Staff recommends that the City Council adopt a Resolution Authorizing the City Manager to Execute a Five-Year Agreement with Axon Enterprise, Inc. for National Defense Authorization Act (NDDA) Compliant Replacement Unmanned Aircraft System Airframes, Management Software, Support Services, and FAA Certificate of Waiver Regulatory Filing Support ATTACHMENTS:

1. Resolution Authorizing the City Manager to Execute a Five-Year Agreement with Axon Enterprise, Inc. for National Defense Authorization Act (NDDA) Compliant Replacement Unmanned Aircraft System Airframes, Management Software, Support Services, and FAA Certificate of Waiver Regulatory Filing Support

2. Axon Quotation (June 15, 2026)

3. Axon Master Services Agreement

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1 RESOLUTION NO. 2026 - ____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN BRUNO AUTHORIZING

THE CITY MANAGER TO EXECUTE A FIVE-YEAR AGREEMENT WITH AXON ENTERPRISE, INC. FOR NATIONAL DEFENSE AUTHORIZATION ACT (NDDA)

COMPLIANT REPLACEMENT UNMANNED AIRCRAFT SYSTEM AIRFRAMES,

MANAGEMENT SOFTWARE, SUPPORT SERVICES, AND FAA CERTIFICATE OF WAIVER

REGULATORY FILING SUPPORT
WHEREAS, the City utilizes unmanned aircraft systems to support public safety operations, including police response, fire response, search and rescue, critical incident management, disaster assessment, scene documentation, and situational awareness during evolving incidents; and
WHEREAS, the City’s current UAS fleet is over five years old, is approaching the end of its practical service life, and can no longer reliably meet FAA operational requirements in all deployment circumstances, requiring replacement equipment to maintain operational readiness and reliable public safety response capability; and
WHEREAS, the City Council of San Bruno places a high priority on deploying efficient and effective technologies to support the public safety missions of the police and fire departments; and
WHEREAS, San Bruno is located near San Francisco International Airport and within or near controlled Class B airspace, the City’s prior FAA Certificate of Authorization expired last year, and updated FAA authorization is necessary to support certain public safety UAS operations in controlled airspace when approved by the FAA; and WHEREAS, the proposed agreement with Axon Enterprise, Inc. is for a 60-month term and includes two Skydio X10 Patrol DFR hardware kits, two Skydio R10 Patrol hardware kits, Axon Air and Skydio software subscriptions, Axon Evidence unlimited data storage per drone, Skydio Connect data plans, professional implementation, related accessories, refresh hardware, and Skydio waiver application services for remote operations; and WHEREAS, the proposed Blue UAS / NDAA-compliant public safety UAS platform will support police and fire operations, improve cybersecurity and supply chain confidence, provide outdoor and indoor situational awareness capabilities, support evidence and flight documentation, and provide planned lifecycle replacement through the included refresh hardware; and
WHEREAS, unmanned, remotely piloted, powered aerial vehicles are defined as “military equipment” under California Government Code section 7070, and the acquisition, funding, deployment, use, and reporting of the UAS equipment authorized by this resolution are subject to California Government Code sections 7070 through 7075, the City’s approved military equipment use policy, public transparency requirements, annual reporting requirements, and any additional approvals required by law; and
WHEREAS, the total quoted cost is $302,276.40, plus estimated tax of $11,332.55, for an estimated total agreement amount of $313,608.95 over the five-year term; and 238 of 331 ATTACHMENT 1
2 WHEREAS, Axon licenses its products and services under standardized license agreements that do not conform to the City’s standard contract templates and are not subject to substantive negotiation; and
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of San Bruno hereby:

1. The City Council authorizes the City Manager to execute a five-year agreement with Axon Enterprise, Inc. NDAA-compliant replacement UAS airframes, associated management software, implementation services, support services, accessories, scheduled hardware refresh, and Certificate of Waiver or Authorization filing support services., in an amount not to exceed $313,608.95; and

2. Approves execution of the associated non-standard Master Services Agreement and related documents required to obtain and maintain access to the technology (together, the “Agreement”); and

3. The City Council finds that the UAS equipment authorized by this resolution is subject to California Government Code sections 7070 through 7075 and shall be acquired, deployed, used, reported, and maintained in accordance with the City’s approved military equipment use policy, applicable annual reporting requirements, FAA requirements, policy, and all other applicable laws.

BE IT FURTHER RESOLVED that the City Manager, or designee, is authorized to take all necessary actions to carry out the intent of this Resolution. ---oOo---
I hereby certify that foregoing Resolution No. 2026 – ___ was introduced and adopted by the San Bruno City Council at a regular meeting on June 23, 2026, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:
_________________________________
Lupita Huerta, City Clerk

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Payment Summary
Date Subtotal Tax Total
Mar 2027 $56,455.28 $2,266.51 $58,721.79
Apr 2027 $20,000.00 $0.00 $20,000.00
Mar 2028 $56,455.28 $2,266.51 $58,721.79
Mar 2029 $56,455.28 $2,266.51 $58,721.79
Mar 2030 $56,455.28 $2,266.51 $58,721.79
Mar 2031 $56,455.28 $2,266.51 $58,721.79
Total $302,276.40 $11,332.55 $313,608.95

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Quote Unbundled Price: $75,088.10
Quote List Price: $75,088.10
Quote Subtotal: $302,276.40
Pricing
All deliverables are detailed in Delivery Schedules section lower in proposal Item Description Qty Term Unbundled List Price Net Price Subtotal Tax Total Program
A00046 AXON AIR DFR PATROL PLAN 2 60 $1,556.68 $186,801.60 $8,579.40 $195,381.00 A la Carte Hardware
101229 AXON AIR - SKYDIO SPOTLIGHT FOR X10 2 $265.00 $265.00 $530.00 $52.34 $582.34 101522 AXON AIR - SKYDIO SAFE - SPOTLIGHT REFRESH 1 2 $280.00 $280.00 $560.00 $55.30 $615.30 101211 AXON AIR - SKYDIO SPEAKER FOR X10 2 $320.00 $320.00 $640.00 $63.20 $703.20 101540 AXON AIR - SKYDIO SAFE - SPEAKER REFRESH 1 2 $340.00 $340.00 $680.00 $67.15 $747.15 A00030 AXON AIR R10 PATROL KIT BUNDLE 2 60 $15,598.45 $596.53 $71,583.60 $2,515.16 $74,098.76 A la Carte Software
102468 AXON AIR - SKYDIO CONNECT DATA PLAN FOR R10 2 60 $179.01 $179.01 $21,481.20 $0.00 $21,481.20 A la Carte Services
100968 AXON AIR - SKYDIO WAIVER APPLICATION - REMOTE
OPS ESSENTIAL 1 $20,000.00 $20,000.00 $20,000.00 $0.00 $20,000.00 Total $302,276.40 $11,332.55 $313,608.95
Delivery Schedule
Hardware
Bundle Item Description QTY Shipping Location Estimated Delivery Date AXON AIR DFR PATROL PLAN 102765 AXON AIR - SKYDIO X10 PATROL DFR HW KIT 2 1 03/01/2027 AXON AIR R10 PATROL KIT BUNDLE 102471 AXON AIR - SKYDIO R10 PATROL HW KIT 2 1 03/01/2027 A la Carte 101211 AXON AIR - SKYDIO SPEAKER FOR X10 2 1 03/01/2027 A la Carte 101229 AXON AIR - SKYDIO SPOTLIGHT FOR X10 2 1 03/01/2027 AXON AIR DFR PATROL PLAN 102767 AXON AIR - SKYDIO SAFE - X10 PATROL DFR HW KIT - REFRESH 1 2 1 09/01/2029
AXON AIR R10 PATROL KIT BUNDLE 102466 AXON AIR - SKYDIO SAFE R10 HW KIT - REFRESH 1 2 1 09/01/2029 A la Carte 101522 AXON AIR - SKYDIO SAFE - SPOTLIGHT REFRESH 1 2 1 09/01/2029 A la Carte 101540 AXON AIR - SKYDIO SAFE - SPEAKER REFRESH 1 2 1 09/01/2029 Software
Bundle Item Description QTY Estimated Start Date Estimated End Date AXON AIR DFR PATROL PLAN 102656 AXON AIR - AXON EVIDENCE UNLIMITED DATA STORAGE PER DRONE 2 04/01/2027 03/31/2032
AXON AIR DFR PATROL PLAN 102678 AXON AIR - SKYDIO X10 PATROL DFR SUBSCRIPTION PLAN W/ DATA 2 04/01/2027 03/31/2032
AXON AIR R10 PATROL KIT BUNDLE 102467 AXON AIR - SKYDIO R10 SUBSCRIPTION PLAN 2 04/01/2027 03/31/2032

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Software
Bundle Item Description QTY Estimated Start Date Estimated End Date AXON AIR R10 PATROL KIT BUNDLE 102656 AXON AIR - AXON EVIDENCE UNLIMITED DATA STORAGE PER DRONE 2 04/01/2027 03/31/2032
A la Carte 102468 AXON AIR - SKYDIO CONNECT DATA PLAN FOR R10 2 04/01/2027 03/31/2032 Services
Bundle Item Description QTY
AXON AIR DFR PATROL PLAN 102667 AXON AIR - SKYDIO X10 PATROL DFR SERVICES - PREMIUM SOLUTION 2 AXON AIR R10 PATROL KIT BUNDLE 12021 AXON AIR - PROFESSIONAL IMPLEMENTATION 1 A la Carte 100968 AXON AIR - SKYDIO WAIVER APPLICATION - REMOTE OPS ESSENTIAL 1

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Shipping Locations
Location Number Street City State Zip Country
1 1177 Huntington Ave San Bruno CA 94066-1500 USA
Payment Details
Mar 2027
Invoice Plan Item Description Qty Subtotal Tax Total
Annual Payment 1 101211 AXON AIR - SKYDIO SPEAKER FOR X10 2 $128.00 $12.64 $140.64 Annual Payment 1 101229 AXON AIR - SKYDIO SPOTLIGHT FOR X10 2 $106.00 $10.47 $116.47 Annual Payment 1 101522 AXON AIR - SKYDIO SAFE - SPOTLIGHT REFRESH 1 2 $112.00 $11.06 $123.06 Annual Payment 1 101540 AXON AIR - SKYDIO SAFE - SPEAKER REFRESH 1 2 $136.00 $13.43 $149.43 Annual Payment 1 102468 AXON AIR - SKYDIO CONNECT DATA PLAN FOR R10 2 $4,296.24 $0.00 $4,296.24 Annual Payment 1 A00030 AXON AIR R10 PATROL KIT BUNDLE 2 $14,316.72 $503.03 $14,819.75 Annual Payment 1 A00046 AXON AIR DFR PATROL PLAN 2 $37,360.32 $1,715.88 $39,076.20 Total $56,455.28 $2,266.51 $58,721.79
Apr 2027
Invoice Plan Item Description Qty Subtotal Tax Total
Invoice Upon Fulfillment 100968 AXON AIR - SKYDIO WAIVER APPLICATION - REMOTE OPS ESSENTIAL 1 $20,000.00 $0.00 $20,000.00 Total $20,000.00 $0.00 $20,000.00
Mar 2028
Invoice Plan Item Description Qty Subtotal Tax Total
Annual Payment 2 101211 AXON AIR - SKYDIO SPEAKER FOR X10 2 $128.00 $12.64 $140.64 Annual Payment 2 101229 AXON AIR - SKYDIO SPOTLIGHT FOR X10 2 $106.00 $10.47 $116.47 Annual Payment 2 101522 AXON AIR - SKYDIO SAFE - SPOTLIGHT REFRESH 1 2 $112.00 $11.06 $123.06 Annual Payment 2 101540 AXON AIR - SKYDIO SAFE - SPEAKER REFRESH 1 2 $136.00 $13.43 $149.43 Annual Payment 2 102468 AXON AIR - SKYDIO CONNECT DATA PLAN FOR R10 2 $4,296.24 $0.00 $4,296.24 Annual Payment 2 A00030 AXON AIR R10 PATROL KIT BUNDLE 2 $14,316.72 $503.03 $14,819.75 Annual Payment 2 A00046 AXON AIR DFR PATROL PLAN 2 $37,360.32 $1,715.88 $39,076.20 Total $56,455.28 $2,266.51 $58,721.79
Mar 2029
Invoice Plan Item Description Qty Subtotal Tax Total
Annual Payment 3 101211 AXON AIR - SKYDIO SPEAKER FOR X10 2 $128.00 $12.64 $140.64 Annual Payment 3 101229 AXON AIR - SKYDIO SPOTLIGHT FOR X10 2 $106.00 $10.47 $116.47 Annual Payment 3 101522 AXON AIR - SKYDIO SAFE - SPOTLIGHT REFRESH 1 2 $112.00 $11.06 $123.06 Annual Payment 3 101540 AXON AIR - SKYDIO SAFE - SPEAKER REFRESH 1 2 $136.00 $13.43 $149.43 Annual Payment 3 102468 AXON AIR - SKYDIO CONNECT DATA PLAN FOR R10 2 $4,296.24 $0.00 $4,296.24 Annual Payment 3 A00030 AXON AIR R10 PATROL KIT BUNDLE 2 $14,316.72 $503.03 $14,819.75 Annual Payment 3 A00046 AXON AIR DFR PATROL PLAN 2 $37,360.32 $1,715.88 $39,076.20 Total $56,455.28 $2,266.51 $58,721.79
Mar 2030
Invoice Plan Item Description Qty Subtotal Tax Total
Annual Payment 4 101211 AXON AIR - SKYDIO SPEAKER FOR X10 2 $128.00 $12.64 $140.64

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Mar 2030
Invoice Plan Item Description Qty Subtotal Tax Total
Annual Payment 4 101229 AXON AIR - SKYDIO SPOTLIGHT FOR X10 2 $106.00 $10.47 $116.47 Annual Payment 4 101522 AXON AIR - SKYDIO SAFE - SPOTLIGHT REFRESH 1 2 $112.00 $11.06 $123.06 Annual Payment 4 101540 AXON AIR - SKYDIO SAFE - SPEAKER REFRESH 1 2 $136.00 $13.43 $149.43 Annual Payment 4 102468 AXON AIR - SKYDIO CONNECT DATA PLAN FOR R10 2 $4,296.24 $0.00 $4,296.24 Annual Payment 4 A00030 AXON AIR R10 PATROL KIT BUNDLE 2 $14,316.72 $503.03 $14,819.75 Annual Payment 4 A00046 AXON AIR DFR PATROL PLAN 2 $37,360.32 $1,715.88 $39,076.20 Total $56,455.28 $2,266.51 $58,721.79
Mar 2031
Invoice Plan Item Description Qty Subtotal Tax Total
Annual Payment 5 101211 AXON AIR - SKYDIO SPEAKER FOR X10 2 $128.00 $12.64 $140.64 Annual Payment 5 101229 AXON AIR - SKYDIO SPOTLIGHT FOR X10 2 $106.00 $10.46 $116.46 Annual Payment 5 101522 AXON AIR - SKYDIO SAFE - SPOTLIGHT REFRESH 1 2 $112.00 $11.06 $123.06 Annual Payment 5 101540 AXON AIR - SKYDIO SAFE - SPEAKER REFRESH 1 2 $136.00 $13.43 $149.43 Annual Payment 5 102468 AXON AIR - SKYDIO CONNECT DATA PLAN FOR R10 2 $4,296.24 $0.00 $4,296.24 Annual Payment 5 A00030 AXON AIR R10 PATROL KIT BUNDLE 2 $14,316.72 $503.04 $14,819.76 Annual Payment 5 A00046 AXON AIR DFR PATROL PLAN 2 $37,360.32 $1,715.88 $39,076.20 Total $56,455.28 $2,266.51 $58,721.79

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

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

This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Axon’s Master Services and Purchasing Agreement (posted at https://www.axon.com/sales-terms-and-conditions), as well as the attached Statement of Work (SOW) for Axon Fleet and/or Axon Interview Room purchase, if applicable. In the event you and Axon have entered into a prior agreement to govern all future purchases, that agreement shall govern to the extent it includes the products and services being purchased and does not conflict with the Axon Customer Experience Improvement Program Appendix as described below.

ACEIP:

The Axon Customer Experience Improvement Program Appendix, which includes the sharing of de-identified segments of Agency Content with Axon to develop new products and improve your product experience (posted at www.axon.com/legal/sales-terms-and-conditions), is incorporated herein by reference. By signing below, you agree to the terms of the Axon Customer Experience Improvement Program.

Acceptance of Terms:

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

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Exceptions to Standard Terms and Conditions
Rewrite Estimates
Estimated Amounts and Contract Terminations. Any amounts stated as due under existing or terminated contracts — including contract transfer balances carried forward to new or pending contracts — are estimates based on payments received as of the calculation date. These estimates may be adjusted if new contracts are not executed on the anticipated dates or if expected payments are not made.

Refresh Shipment Timing
Technology Assurance Plan (TAP) Refresh Prior to Renewal. For Customers with expiring agreements that include TAP refresh rights, Axon may, in its discretion, ship refresh hardware under the existing contract while renewal or replacement agreements are in progress. Any such shipments will be deemed made under the terms of the existing contract until the new contract is fully executed, after which any applicable updates, fees, or adjustments will apply.

Shipment Timing
Shipment Variance. Estimated shipment dates are provided for planning purposes only and are not guarantees. Axon may ship hardware before or after the estimated shipment date, and failure to meet an estimated shipment date will not, by itself, constitute a breach, provided Axon uses commercially reasonable efforts to meet estimated shipment dates.

S
ignature Date Signed
6/15/2026

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Master Services and Purchasing Agreement

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Release Date: Page 2 of 43
warranty and are only subject to the warranties of the third-party provider or manufacturer. If Customer purchases Axon Loki, Customer acknowledges the Loki device is designed for operation in enclosed, controlled environments and must be used in compliance with all applicable laws and safety guidelines. Operation in open or unapproved areas may r esult in signal interference, loss of control, or damage, and Axon assumes no liability for improper use, including any resulting harm or regulatory violations.

7.3. Claims. If Axon receives a valid warranty claim for an Axon -manufactured Device during the warranty term, Axon’s sole responsibility is to repair or replace the Axon -manufactured Device with the same or like Axon - manufactured Device, at Axon’s option. A replaceme nt Axon-manufactured Device will be new or like new.

Axon will warrant the replacement Axon -manufactured Device for the longer of (a) the remaining warranty of the original Axon-manufactured Device or (b) ninety (90) days from the date of repair or replacement.

7.3.1. If Customer exchanges an Axon Device or part, the replacement item becomes Customer’s property, and the replaced item becomes Axon’s property. Before delivering an Axon-manufactured Device for service, Customer must upload Axon-manufactured Device data to Axon Evidence or download it and retain a copy. Axon is not responsible for any loss of software, data, or other information contained in storage media or any part of the Axon-manufactured Device sent to Axon for service.

7.4. Spare Axon Devices. At Axon's reasonable discretion, Axon may provide Customer 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 Customer 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 Customer in accordance with shipping terms of this Agreement. Axon assumes no liability or obligation in the event Customer does not utilize Spare Axon Devices for the intended purpose.

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

Axon’s warranty will be void if Customer resells Axon Devices.

7.5.1. To t he 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. Customer confirms and agrees that, in deciding whether to sign this Agreement, Customer has not relied on any statement or representation by Axon or anyone acting on behalf of Axon related to the subject matter of this Agreement that is not in this Agreement.

7.5.2. Axon’s cumulative liability to any party for any loss or damage resulting from any claim, demand, or action arising out of or relating to this Agreement will not exceed the purchase price paid to Axon for the Axon Device, or if for Services, the amount paid for such Services over the twelve (12) months preceding the claim. Neither Party will be liable for special, indirect, incidental, punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory.

7.6. Online Support Platforms . Use of Axon's online support platforms (e.g., Axon Academy and MyAxon) is governed by the Axon Online Support Platforms Terms of Use Appendix available at www.axon.com/sales- terms-and-conditions.

7.7. Third-Party Hardware, Software and Services . Use of hardware, software, or services other than those provided by Axon is governed by the terms , if any, entered into between Customer and the respective third- party provider , including, without limitation, the terms applicable to such software or services located at www.axon.com/sales-terms-and-conditions, if any.

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7.8. Axon Aid. Upon mutual agreement between Axon and Customer, Axon may provide certain products and services to Customer, as a charitable donation under the Axon Aid program. In such event, Customer expressly waives and releases any and all claims, now known or hereafter known, against Axon and its officers, directors, employees, agents, contractors, affiliates, successors, and assigns (collectively, " Releasees"), including but not limited to, on account of injury, death, property damage, or loss of data, arising out of or attributable to the Axon Aid program whether arising out of the negligence of any Releasees or otherwise. Customer agrees not to make or bring any such claim against any Release, and forever release and discharge all Releasees from liability under such claims. Customer expressly allows Axon to publicly announce its participation in Axon Aid and use its name in marketing materials. Axon may terminate the Axon Aid program without cause immediately upon notice to the Customer.

8. Free Trial.

8.1. Trial Period and License. At any time during the Term, Customer and Axon may elect to enter a free trial of Axon Devices and Services new to the Customer for a designated period (“ Trial Period”) as described in a quote issued (“Trial Quote”). During the Trial Period, Axon grants Customer a nonexclusive, terminable, non - transferable, license to use new Axon Devices and Services provided for trial to the Customer (“Trial Products”).

Trial Products may include Axon beta software or firmware which additional terms may be required and included within the Trial Quote. Axon may limit the number of Trial Products Customer receives within the Trial Quote.

Axon may supply refurbished Trial Products. ALL FREE TRIAL PRODUCTS INCLUDING, WITHOUT LIMITATION, AXON CLOUD SERVICES, ARE PROVIDED “AS IS” AND TO THE EXTENT NOT PROHIBITED BY LAW, AXON DISCLAIMS ALL LIABILITY REGARDLESS OF THE CLAIM.

8.2. Trial Quote Termination. Upon at least 10 business days’ prior written notice to Axon at any time prior to the end of the Trial Period, Customer may as its sole option, terminate the free Trial Period and underlying Trial Quote associated with the Trial Products for convenience. Customer’s rights to the Trial Products will immediately terminate at the end of the Trial Period, and Customer will return any Trial Products hardware to Axon within 10 days after the effective date of such termination or at the end of the Trial Period, excluding used CEW cartridges. If any individual component of the Trial Products is not returned, Axon will invoice Customer the MSRP of the unreturned items. Customer agrees to pay the invoice along with any applicable taxes and shipping. Customer will re turn the Trial Products to Axon in good working condition, minus normal wear and tear. Axon may charge Customer if there is damage beyond normal wear and tear. Any Customer Content shall be stored and returned pursuant to the Axon Cloud Services Terms of Use Appendix

9. Statement of Work. Certain Axon Devices and Services, including , but not limited to, Axon Interview Room, Axon Channel Services, Axon Justice Implementation, FUSUS, and Axon Fleet, may require a Statement of Work that details Axon’s Service deliverables (" SOW"). In the event Axon provides an SOW to Customer, Axon is only responsible for the performance of Services described in the SOW. Additional services outside of the SOW, Quote, or this Agreement 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. Any applicable SOW is incorporated into this Agreement by reference.

10. Axon Device Warnings. See www.axon.com/legal for the most current Axon Device warnings.

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

12. Combined Offerings . Some offerings in a Quote combine existing and pre -released Axon Devices or Services.

Some offerings may not be available at the time of Customer’s purchase. Axon will not provide a refund, credit, or additional discount beyond what is in the Quote due to delay of availability or Customer’s choice not to utilize any portion of a combined offering.

13. Insurance. Axon will maintain General Liability, Workers’ Compensation, and Automobile Liability insurance. Upon request, Axon will supply certificates of insurance.

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

15. IP Indemnification. Axon will indemnify Customer against all claims, losses, and reasonable expenses from any third-party claim alleging that the use of Axon-manufactured Devices, Axon Cloud Services or Axon software (“Axon Products”) infringes or misappropriates the third-party’s intellectual property rights. Customer 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 Products by Customer or a third -party not approved by Axon; (b) use of Axon Products in combination with hardware or services not approved by Axon; (c) use of Axon Products other

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than as permitted in this Agreement; or (d) use of Axon Products that is not the most current software release provided by Axon.

16. Customer Responsibilities. Customer is responsible for (a) Customer’s use of Axon Devices; (b) Customer or a Customer-authorized user’s breach of this Agreement or violation of applicable law; (c) disputes between Customer and a third-party over Customer’s use of Axon Devices; (d) secure and sustainable destruction and disposal of Axon Devices at Customer’s cost; and (e) any regulatory violations or fines, as a result of improper destruction or disposal of Axon Devices.

17. Termination.

17.1. For Breach. A Party may terminate this Agreement for cause if it provides thirty (30) days written notice of the breach to the other Party, and the breach remains uncured thirty (30) days after written notice. If Customer terminates this Agreement due to Axon’s uncure d breach, Axon will refund prepaid amounts on a prorated basis based on the effective date of termination.

17.2. By Customer. If sufficient funds are not appropriated or otherwise legally available to pay the fees, Customer may terminate this Agreement . Customer will deliver notice of termination under this section as soon as reasonably practicable.

17.3. Effect of Termination. Upon termination of this Agreement, Customer rights immediately terminate. Customer remains responsible for all fees incurred before the effective date of termination. If Customer 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 Customer the difference between the MSRP for Axon Devices procured, including any Spare Axon Devices, and amounts paid towards those Axon Devices. Only if terminating for non- appropriation, Customer may avoid the MSRP fee by returning Axon Devices to Axon within thirty (30) days of termination. MSRP is the standalone price of the individual Axon Device at the time of sale. For multiple Axon Devices that may be combined as a single offering on a Quote , MSRP is the standalone price of all individual components.

18. Confidentiality. "Confidential Information" means nonpublic information designated as confidential or, given the nature of the information or circumstances surrounding disclosure, should reasonably be understood to be confidential. Each Party will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of the other Party’s Confidential Information. Unless required by law, neither Party will disclose the other Party’s Confidential Information during the Term and for five ( 5) years thereafter. To the extent permissible by law, Axon pricing is Confidential Information and competition sensitive. If Customer receives a public records request to disclose Axon Confidential Information, to the extent allowed by law, Customer 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, Customer, 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 ra ce; religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status; age; national origin; ancestry; genetic information; disability; veteran status; or any class protected by local, state, or federal law.

19.5. Compliance with Laws. Each Party will comply with all applicable federal, state, and local laws, including without limitation, import and export control laws and regulations as well as firearm regulations and the Gun Control Act of 1968. Customer acknowledges that Axon Devices and Services are subject to U.S. and international export control laws, including the U.S. Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR). Customer represents and warran ts that neither it nor any End User is a "Restricted Person," meaning any individual or entity that (1) is subject to U.S. sanctions or trade restrictions, (2) appears on any U.S. government restricted party list, (3) engages in prohibited weapons proliferation activities, or (4) is owned or controlled by, or acting on behalf of, such persons or entities. Customer must promptly notify Axon of any change in status, and Axon may terminate this Agreement if Customer or any End User becomes a Restricted Person or violates export laws.

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19.6. Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent. Axon may assign this Agreement, its rights, or obligations without consent: (a) to an affiliate or subsidiary; or (b) for purposes of financing, merger, acquisition, corporate reorganization, 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, Customer Responsibilities and any other Sections detailed in the survival sections of the Appendices.

19.10. Governing Law. The laws of the country, state, province, or municipality where Customer 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. The Parties expressly agree that either Party may appear for and attend all matters, remotely via teleconference or videoconference at the party’s discretion, to the extent allowable by court.

19.11. Notices. All notices must be in English. Notices posted on Customer’s Axon Evidence site are effective upon posting. Notices by email are effective on the sent date of the email. Notices by personal delivery are effective immediately. Notices to Customer shall be provided to the address on file with Axon. Notices to Axon shall be provided to Axon Enterprise, Inc. Attn: Legal, 17800 North 85th Street, Scottsdale, Arizona 85255 with a copy to [email protected].

19.12. Entire Agreement. This Agreement, the Appendices, including any applicable Appendices not attached herein for the products and services purchased, which are incorporated by reference and located in the Master Purchasing and Services Agreement located at https://www.axon.com/sales-terms-and-conditions, Quote and any SOW (s), represents the entire agreement between the Parties . This Agreement supersedes all prior agreements or understandings, whether written or verbal, regarding the subject matter of this Agreement. This Agreement may only be modified or amended in a writing signed by the Parties.

Each Party, by and through its respective representative authorized to execute this Agreement , has duly executed and delivered this Agreement as of the date of signature.

AXON: CUSTOMER:

Axon Enterprise, Inc.

Signature: Signature:

Name: Name:

Title: Title:

Date: Date:

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Axon Cloud Services Terms of Use Appendix

1. Definitions.

1.1. “Data Controller” means the natural or legal person, public authority, or any other body which alone or jointly with others determines the purposes and means of the processing of Personal Data.

1.2. “Data Processor” means a natural or legal person, public authority or any other body which processes Personal Data on behalf of the Data Controller.

1.3. "Customer Content " is data uploaded into, ingested by, or created in Axon Cloud Services within Customer’s tenant, including media or multimedia uploaded into Axon Cloud Services by Customer.

Customer Content includes Evidence but excludes Non-Content Data.

1.4. "Evidence" is media or multimedia uploaded into Axon Evidence as 'evidence' by Customer. Evidence is a subset of Customer Content.

1.5. “End User” means the natural person subject to Customer’s authorized license grant who ultimately uses the Cloud Services as provided under this Agreement. End Users must adhere to the terms of use and are subject to any usage restrictions or limitations specified in this Agreement.

1.6. "Non-Content Data" is data, configuration, and usage information about Customer’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 Customer Content.

1.7. "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.

1.8. "Provided Data " means de -identified, de -personalized, data derived from Customer's TASER energy weapon deployment reports, related TASER energy weapon logs, body-worn camera footage, and incident reports.

1.9. “Subprocessor” means any third party engaged by the Data Processor to assist in data processing activities that the Data Processor is carrying out on behalf of the Data Controller.

1.10. "Transformed Data " means the Provided Data used for the purpose of quantitative evaluation of the performance and effectiveness of TASER energy weapons in the field across a variety of circumstances.

2. Access. Upon Axon granting Customer a subscription to Axon Cloud Services, Customer may access and use Axon Cloud Services to store and manage Customer Content. Customer may not exceed the total number of End Users specified in the Quote. Axon Air requires an Axon Evidence subscription for each drone operator. For Axon Evidence access granted solely for TASER, Customer may access and use Axon Evidence only to store and manage TASER CEW data ("TASER Data") and Customer may not upload non-TASER Data to Axon Evidence.

3. Customer Owns Customer Content . Customer controls and owns all rights, title, and interest in Customer Content. Except as outlined herein, Axon obtains no interest in Customer Content, and Customer Content is not Axon’s business records. Customer is solely responsible for uploading, shar ing, managing, and deleting Customer Content. Axon will only have access to Customer Content for the limited purposes set forth herein.

Customer agrees to allow Axon access to Customer Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreement or policies governing use of the Axon products.

4. Security. Axon will implement commercially reasonable and appropriate measures to secure Customer Content against accidental or unlawful loss, access or disclosure. Axon will maintain a comprehensive information security program to protect Axon Cloud Services and Customer 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 for its digital evidence or records management systems.

5. Customer Responsibilities. Customer is responsible for (a) ensuring Customer owns Customer Content or has the necessary rights to use Customer Content (b) ensuring no Customer Content or Customer End User’s use

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of Customer Content or Axon Cloud Services violates this Agreement or applicable laws; (c) maintaining necessary computer equipment and Internet connections for use of Axon Cloud Services and (d) verify the accuracy of any auto generated or AI -generated reports. If Customer becomes aware of any violation of this Agreement by an End User, Customer will immediately terminate that End User’s access to Axon Cloud Services.

5.1. Customer will also maintain the security of End User usernames and passwords and security and access by end users to Customer Content. Customer is responsible for ensuring the configuration and utilization of Axon Cloud Services meet applicable Customer re gulation and standards. Customer may not sell, transfer, or sublicense access to any other entity or person. If Customer provides access to unauthorized third-parties, Axon may assess additional fees along with suspending Customer’s access. Customer shall contact Axon immediately if an unauthorized party may be using Customer’s account or Customer Content, or if account information is lost or stolen.

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

7. Axon Body Wi -Fi Positioning. Axon Body cameras may offer a feature to enhance location services where GPS/GNSS signals may not be available, for instance, within buildings or underground. Customer administrators can manage their choice to use this service within the administrative features of Axon Cloud Services. If Customer chooses to use this service, Axon must also enable the usage of the feature for Customer’s Axon Cloud Services tenant. Customer will not see this option with Axon Cloud Services unless Axon has enabled Wi -Fi Positioning for Customer’s Axon Cloud Services tenant.

8. Storage.

8.1. Unlimited Axon Device Storage. For Axon Unlimited Device Storage subscriptions, Customer may store unlimited data in Customer's Axon Evidence account only if the Axon Device data is shared to Customer through Axon Evidence from a partner agency using Axon Evidence, or the data origina tes from Axon Capture or an Axon Device.

8.2. Third-Party Unlimited Storage. For Third-Party Unlimited Storage the following restrictions apply: (i) it may only be used in conjunction with a valid Axon Evidence user license; (ii) is limited to data of the law enforcement Customer that purchased the Third -Party Unlimited Storage and the Axon Evidence End User; (iii) Customer is prohibited from storing data for other customers or law enforcement agencies; and (iv) Customer may only upload and store data that is directly related to (1) the investigation of, or the prosecution or defense of a crime, (2) common law enforcement activities, or (3) any Customer Content created by Axon Devices or Axon Evidence.

8.3. A-la-Carte Storage. If Customer purchases a -la-carte storage and Customer exceeds the purchased storage amounts, Axon may charge Customer additional fees for exceeding purchased storage amounts.

8.4. Retention Policy. Customer must categorize and set a retention period for all Customer Content in accordance with applicable law and Customer policies within 30 days of upload. The retention policy can be from thirty (30) days to ninety -nine (99) years. Only 10% of Customer Content may be set at 20 years or more.

8.5. Restrictions. Customer may not save live-streamed video, continuous video feeds, including from CCTV systems, fixed surveillance cameras, third-party camera systems, or any other camera (including an Axon Device) or monitoring system, even if such content is ingested, i ntegrated, or accessed through Axon Evidence (“Streaming Video”) under the Axon Unlimited Storage Subscription. Customer may save clips of the Streaming Video under the Unlimited Storage Plan.

8.6. Archival Storage. Axon may place Customer Content in to archived storage if: (i) Customer Content has not viewed or accessed for six (6) months, or (ii) Customer Content has not been categorized within thirty (30) days of upload. Customer Content in archival storage will no t have immediate availability and may take up to twenty-four (24) hours to access.

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8.7. Location of Storage. Axon may transfer Customer Content to third-party subcontractors for storage. Axon will determine the locations of data centers for storage of Customer Content If Customer is located in the United States, Canada, or Australia, Axon will ensure all Customer Content stored in Axon Cloud Services remains in the country where Customer is located Ownership of Customer Content remains with Customer.

9. Suspension. Axon may temporarily suspend Customer’s or any End User’s right to access or use any portion or all of Axon Cloud Services immediately upon notice, if Customer 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 . Customer remains responsible for all fees incurred through suspension.

Axon will not delete Customer Content because of suspension, except as specified in this Agreement.

10. Axon Cloud Services Warranty. Axon disclaims any warranties or responsibility for data corruption or errors before Customer uploads data to Axon Cloud Services Service Offerings will be subject to the Axon Cloud Services Service Level Agreement, a current version of which is available at https://www.axon.com/products/axon-evidence/sla.

11. Roles of the Parties . To the extent that Customer is the Data Controller of Personal Data, Axon is its Data Processor. To the extent that Customer is a Data Processor of Personal Data, Axon is its Subprocessor. Notwithstanding the foregoing, to the extent any usage data (including query logs and metadata) and/or operations data (including billing and support data) in connection with Customer’s use of the Services (collectively “Usage and Operations Data”) is considered Personal Data, Axon is an independent Data Controller and shall Process such data in accordance with the Agreement and applicable data protection laws to develop, improve, support, and operate its products and services. For the avoidance of doubt, Axon will not disclose any Usage and Operations Data that includes confidential information with a third party except (a) in accordance with the relevant confidentiality provisions in the Agreement, or (b) to the extent the Usage and Operations Data is, in accordance with applicable data protection laws, anonymized, de-identified, and/or aggregated such that it can no longer directly or indirectly identify Customer or any particular individual.

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

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

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

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

13. Axon Records. The following terms apply to Axon Records. Customers may purchase Axon Records either as part of an OSP 7 or OSP 10 plan or individually through a Quote.

13.1. Axon Record subscription begins on the later of the (1) start date of the Quote, or (2) the date Axon provisions Axon Records to Customer. The Axon Records Subscription Term will end upon the completion of the Axon Records Subscription as documented in the Quote, or if purchased as part of an OSP 7 or OSP 10 plan, upon completion of the OSP 7 or OSP 10 Term ("Axon Records Subscription Term").

13.2. An "Update" is a generally available release of Axon Records that Axon makes available from time to time.

An "Upgrade" includes (i) new versions of Axon Records that enhance features and functionality, as solely determined by Axon; and/or (ii) new versions of Axon Records that provide additional features or perform additional functions. Upgrades exclude new products that Axon introduces and markets as distinct products or applications. During the Customer’s Axon Records Subscription Term Axon will provide U pdate and Upgrade releases to the Customer on an if-and-when available basis.

13.3. New or additional Axon products and applications, as well as any Axon professional services needed to configure Axon Records, are not included as part of the Axon Records Subscription.

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13.4. End Users of Axon Records may upload files to entities (incidents, reports, cases, etc.) in Axon Records with no limit to the number of files and amount of storage. Notwithstanding the foregoing, Axon may limit usage should the Customer exceed an average rate of one -hundred (100) GB per user per year of uploaded files. Axon will not bill for overages.

14. FUSUS. If Customer purchases a subscription to FUSUS, the following terms apply:

14.1. License and Storage. The specific license number(s) and associated data storage terms for FUSUS subscription and Axon Devices shall be set forth in the applicable Quote provided by Axon.

14.2. Third party Components. Customer is responsible for use of any internet access devices and/or all third- party hardware, software, services, telecommunication services (including Internet connectivity), or other items used by Customer to access the service (“Third -Party Components”) are the sole and exclusive responsibility of Customer, and Axon has no responsibility for such Third-party Components, FUSUS cloud services, or Customer relationships with such third parties. Customer agrees to at all times compl y with the lawful terms and conditions of agreements with such third parties. Axon does not represent or warrant that the FUSUS cloud services and the Customer Content are compatible with any specific third -party hardware or software or any other Third -Party Components. Customer is responsible for providing and maintaining an operating environment as reasonably necessary to accommodate and access the FUSUS cloud services.

14.3. Data Privacy. Axon may collect, use, transfer, disclose and otherwise process Customer Content in the context of facilitating communication of data with Customer through their use of FUSUS cloud services FUSUS app (iOS or Android interface), complying with legal requirements, monitoring the Customer’s use of FUSUS systems, and undertaking data analytics.

14.4. Hardware Allowance. If Customer purchases a hardware allowance, Customer may select hardware up to the value if the allowance. Axon does not provide refunds for unused portions of the allowance.

15. Carbyne Products and Services

15.1. Privacy Policy. Carbyne Privacy Policy governs the collection, use and disclosure of certain data provided to Axon in connection with Customer’s use of the Carbyne products and services . The current policy is located: https://carbyne.com/app-privacy-policy/ and is incorporated into this Agreement by reference.

15.2. Data Retention and Storage . Unless Customer provides Axon with written instruction otherwise, Axon will retain Customer Content which uploaded to the Carbyne cloud services or which is recorded or stored in the course of your use of the Carbyne products and services , for a period of two years (the period we retain your data referred to as the “Data Retention Period”), provided that Customer acknowledges it is responsible for your compliance with any applicable data retention laws. Customer Content is automatically deleted after the Data Retention Period; however, at any time prior to such deletion, Customer may download Customer Content which has been stored on the Carbyne Cloud Services. Customer is solely responsible for the retention of such data for any applicable retention periods and for the purpose of any subsequent data requests.

15.3. Disclaimer. CUSTOMER ACKNOWLEDGES THE CARBYNE PRODUCTS DO NOT PROVIDE TELEPHONE SERVICES, INTERCONNECTED VOIP SERVICES, OR 911 SERVICES. AXON MAKES NO REPRESENTATION THAT CARBYNE PRODUCTS ARE AN INTERCONNECTED VOIP SERVICE.

16. Prepared Products and Services.

16.1. Prepared product deployment timelines for Prepared products within the Scope of Work (SOW) shall be mutually agreed to by the Parties in the SOW. The initial deployment of Assistive Call Taking (ACT) may take up to 12 months from the execution of the SOW and the service start date listed in the Agreement; deployments of the remaining Prepared products may take up to twenty -four (24) months from the execution of the SOW. Axon must confirm feasibility based on technical requirements for Prepared products prior to the execution of the SOW.

16.2. Customers using Solacom (Comtech CHE) call handling equipment in a multi-tenant configuration are not eligible for Prepared ACT or Prepared AQA, as call audio cannot be isolated to a single agency. Such Customers remain eligible for ANET and Assistive Disp atch. Customers on Solacom single -tenant configurations are eligible for all Prepared products, subject to SPAN port fees described below.

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17. Axon Community Request Storage. If Community Request is included as part of Customer’s Quote or combined offering, Customer may store an unlimited amount of data submitted through the public portal ("Portal Content"), within Customer’s Axon Evidence instance. The post-termination provisions outlined in the Axon Cloud Services Terms of Use Appendix also apply to Portal Content.

18. Performance Auto-Tagging Data. If Axon Performance is included in Customer’s Quote or a combined offering, Axon will store call for service data from Customer’s CAD or RMS in order to provide services and features of Axon Performance to Customer.

19. Axon Cloud Services Restrictions. Customer and Customer End Users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to:

19.1. copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud Services;

19.2. 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;

19.3. access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas;

19.4. use trade secret information contained in Axon Cloud Services, except as expressly permitted in this Agreement;

19.5. access Axon Cloud Services to build a competitive device or service or copy any features, functions, or graphics of Axon Cloud Services;

19.6. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon’s or Axon’s licensors on or within Axon Cloud Services; or

19.7. use Axon Cloud Services to store or transmit infringing, libelous, or other unlawful or tortious material; material in violation of third-party privacy rights; or malicious code.

20. After Termination. Axon will not delete Customer Content for ninety (90) days following termination. Axon Cloud Services will not be functional during these ninety (90) days other than the ability to retrieve Customer Content.

Customer will not incur additional fees if Customer downloads Customer Content from Axon Cloud Services during this time. Axon has no obligation to maintain or provide Customer Content after these ninety (90) days and will thereafter, unless legally prohibited, delete all Customer Content. Upon request, Axon will provide written proof that Axon successfully deleted and fully removed all Customer Content from Axon Cloud Services.

21. Post-Termination Assistance. Axon will provide Customer 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 Customer 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.

22. U.S. Government Rights. If Customer 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 Customer 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, Customer will immediately discontinue use of Axon Cloud Services.

23. Survival. Upon any termination of this Agreement, the following sections in this Appendix will survive: Customer Owns Customer Content, Privacy, Storage, Axon Cloud Services Warranty, Customer Responsibilities and Axon Cloud Services Restrictions.

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AI Technology Appendix

This AI Technology Appendix shall only apply to Customers who license Axon Cloud Services in a Quote that specifically utilizes AI Technology. Unless explicitly defined otherwise, capitalized terms used in this Appendix have the same meaning as those in the Agreement.

1. Definitions.

1.1. AI Technology. Refers to artificial intelligence functionalities embedded in Axon’s Cloud Services, which may include: (a) Enhanced Evidence Management; (b) AI -powered redaction tools; (c) Large Language Model-based tools (e.g., "Draft One" “Policy Chat”); (d) Predictive Analytics for operational insights; or (e) Natural Language Processing (NLP) for text and speech analysis.

1.2. Model Drift. The degradation of AI model performance due to changes in input data or external conditions, requiring retraining or updates.

1.3. Bias Mitigation. Strategies and techniques used to identify, measure, and minimize bias in AI Technology.

2. Integration. Axon AI Technology is intended to improve public safety, streamline operations, and ensure data accuracy. The AI functionalities will only be used as described in the Agreement or applicable documentation.

3. Data Use. Axon acts as a Data Processor for AI Technology. All inquiries submitted are processed solely to provide accurate responses based on Customer Content submitted. Customer remains the Data Controller of all Customer Content. Axon and Axon’s subprocessors do not train their models on Customer Content. Customers who elect to participate in Axon’s ACEIP program can enter into custom agreements to assist in product development efforts like AI model training. Even in those cases, Axon operates carefully on redacted data and not on Customer Content.

4. Automatic Data Collection. AI Technology may automatically collect Non-Content Data about user interactions with the service and their devices to enhance the functionality and security of the system. The details collected include, but are not limited to, the following:

4.1. User Engagement and Activity Metrics. AI Technology may track key engagement statistics, including Daily Active Users (DAUs), Weekly Active Users (WAUs), and Monthly Active Users (MAUs). Additional metrics include new user activations, repeat usage rates, total queries submitted, follow-up query volume, session lengths, retention rates, and user satisfaction ratings (e.g., thumbs up/down feedback).

4.2. Sales and Adoption Tracking. Axon monitors the number of licenses and agencies purchasing the service, including those in trial phases, fully deploying the service, and conversion rates from trials to paid subscriptions.

4.3. End User inputs. Axon may process de -identified end -user inputs to the AI Technology, excluding Customer Content or any data that directly or indirectly identifies individuals.

5. Axon Responsibilities.

5.1. Ethical AI Development. Axon shall: (a) Follow its responsible innovation framework; (b) Engage with the Ethics and Equity Advisory Council (EEAC) for feedback; (c) Conduct testing to minimize bias and ensure reliability; and (d) Implement Bias Mitigation techniques in model development and deployment.

5.2. Security Program. Axon will maintain a comprehensive information security program, including logical and physical access, vulnerability, risk, and configuration management; incident monitoring and response; encryption of digital evidence; and security education.

5.3. Transparency. Axon will provide documentation describing AI functionalities and their intended use and disclose any material limitations, risks, or Model Drift incidents.

5.4. Incident Response. Axon will promptly address and rectify anomalies in AI functionalities, as outlined in its incident management procedures.

5.5. Compliance. Axon will ensure compliance with applicable laws, regulations, and standards, including but not limited to the EU AI Act, NIST AI standards, and ISO/IEC 27001.

6. Customer Responsibilities.

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6.1. Ownership of Customer Content. Customer controls and owns all rights, title, and interest in Customer Content. Axon obtains no interest in Customer Content and will only access Customer Content for limited purposes as outlined in the Agreement.

6.2. Use of AI Technologies. Customer must: (a) review AI -generated outputs to ensure accuracy and appropriateness; (b) maintain control over Customer Content shared with AI Technologies (c) comply with applicable laws when using Axon AI Technology and Axon Services; (d) monitor for potential issues with AI outputs, including false positives or negatives; (e) actively opt -in for programs involving data sharing through Axon’s ACEIP program; and (f) provide timely feedback on Axon AI Technology performance.

6.3. Restrictions. AI Technology is not designed for emergencies, and in such cases, users should contact appropriate emergency services directly. Axon disclaims liability for queries containing prohibited content, such as hate, sexual material, or violence, and reserves th e right to restrict such usage. Axon translation products may not be used by healthcare providers (doctors, nurses, paramedics, etc.) for the purpose of providing healthcare services and are only meant to allow healthcare providers to de -escalate confrontations.

7. Policy Chat. This section outlines the specific terms and conditions related to the use of Policy Chat by the Customer. By utilizing Policy Chat, the Customer agrees to comply with the following provisions:

7.1. License and Content Restrictions . Any uploads beyond 5,000 pages may be limited by Axon. It is the Customer's responsibility to manage uploads to ensure system efficiency and compliance with these terms.

7.2. Data Processing. Inquiries submitted to Policy Chat are processed solely to provide accurate responses based on existing policy documents provided by the Customer. The Customer remains the Data Controller of all policy content, and Axon's role is strictly limited to facilitating access to this information through Policy Chat.

7.3. Policy Chat Restrictions. The information provided by Policy Chat is for informational purposes only and is based on the policy documents uploaded by the Customer . Axon does not guarantee the accuracy, completeness, or timeliness of the information, and disclaims all liability for any reliance placed on such information. Policy Chat is not a substitute for official policy documents, legal advice, or comprehensive training. Users should consult their supervisors, legal advisors, or official sources for the m ost accurate and up -to-date policy guidance. Changes to policies may not be reflected immediately, and it is the Customer's responsibility to ensure data integrity by uploading the most current documents and removing outdated versions.

8. Draft One. Specifically for Customers who utilize Draft One, Axon may impose usage restrictions if a single user generates more than three hundred (300) reports per month for two or more consecutive months.

9. Brief One. Brief One includes automatic summarization of all products that can be transcribed. If Customer subscribes to Brief One, Customer may utilize Brief One with no limit on the number of pieces of evidence or cases. Notwithstanding the foregoing, Axon may limi t evidence and case summaries for cases with over one thousand (1000) pieces of evidence or after three hundred (300) cases per End User per month for two (2) consecutive months in a row.

10. Auto-Transcribe. This section outlines licensing terms for Customer’s subscription of Auto-Transcribe:

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

10.2. Axon Unlimited Transcribe. Upon Axon granting Customer an Unlimited Transcribe subscription to Axon Auto-Transcribe, Customer may utilize Axon Auto -Transcribe with no limit on the number of minutes.

Unlimited Transcribe includes automatic transcription of all Axon BWC and Axon Capt ure footage. With regard to Axon Interview Room, Axon Fleet, Axon Community Request, or third -party transcription, transcription must be requested on demand. Notwithstanding the foregoing, Axon may limit usage after 5,000 minutes per user per month for multiple months in a row. Axon will not bill for overages.

11. Prepared Products. This section applies to a Customer’s AI Eras subscription for Prepared products:

11.1. Deploying Assistive Dispatch may require Axon to procure additional third party -licensing. Axon reserves the right to pass through these third -party costs to the Customer. Assistive Dispatch may also require

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additional third-party hardware or services to be purchased by the Customer directly from the third -party vendor. AI Era pricing does not include these third-party hardware or services costs.

11.2. Assistive Dispatch is available for Customers using supported CAD and radio console configurations. A technical assessment will determine eligibility. Customers with analog radio consoles or unsupported digital console configurations are not eligible for A ssistive Dispatch but may use other Prepared products included in AI Era (ACT, AQA, ANET). Axon will conduct eligibility assessment only when explicitly requested by customer.

11.3. PSAP eligibility for Prepared products under the AI Era Plan requires that AI Era licenses purchased to represent at least one -third (33%) of the total sworn officer count associated with the PSAP. For PSAPs serving multiple agencies, eligibility is calculated based on the aggregate AI Era licenses purchased by all participating agencies relative to the combined sworn officer count served by that PSAP. Axon retains sole discretion to determine PSAP eligibility, and may consider additional factors including call volume, deployment feasibility, and PSAP configuration in making its determination. If customer is interested in Prepared products as part of the purchase of AI Era Plan, Customer to assist Axon in making all eligibility determinations within 90 days of the date of quote signature.

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Axon Customer Experience Improvement Program Appendix
The ACEIP is designed to accelerate Axon’s development of technology, such as building and supporting automated features, aiming to increase safety within communities and efficiency in public safety. Axon may make limited use of Customer Content from parti cipating customers to provide, develop, improve, and support current and future Axon products (collectively, “ACEIP Purposes”). ACEIP has 2 modes of participation, Basic and Custom. Customer is enrolled in ACEIP Basic by default. If Customer does not want to participate in ACEIP Basic, ACEIP Custom, or both, Customer can revoke its consent at any time via email to [email protected].

Axon Obligations

ACEIP Basic
When Axon uses Customer Content for ACEIP Purposes, Axon will:
• Use Customer Content only for ACEIP Purposes.
• Prohibit direct human access to Customer Content, including by Axon personnel and subprocessors, except as needed to perform or validate deletion.
• Retain Customer Content only as long as needed to create Transformed Content (defined below) and validate the transformations.
• Apply privacy -preserving transformations that remove identifying information appropriate to the use case (“Transformed Content”). AI model weights and similar insights that do not contain Customer Content are Transformed Content. Transformed Content is not Customer Content. • Retain and permit direct human access to Transformed Content for ACEIP Purposes. • Maintain security, privacy, and data governance programs as described in the Axon Cloud Services Terms Appendix, and apply them to ACEIP.

Transparency Portal Publication
Before activating a use case, Axon will publish it on the Axon Transparency Portal, including the product development purpose, data types involved, and privacy-preserving techniques used. Axon will also notify ACEIP participants when the Transparency Portal is updated with a new or materially changed use case. Fifteen (15) calendar days after notification, Axon may activate the use case for all Basic participants.

Opt Out
Customer may opt out of ACEIP Basic at any time via [email protected]. Axon endeavors to implement opt outs within fifteen (15) calendar days. Transformations of Customer Content cease when Axon implements the opt out. Axon may retain Transformed Content created before it implemented the opt out request.

ACEIP Custom
Custom use cases may be governed by separate written terms between Axon and Customer. Those terms will control that use case. Please direct inquiries regarding Custom participation to [email protected].

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

Axon will provide Customer with a Certificate of Destruction. *Note: CEW Full-Service packages for TASER 7 or TASER 10 include Smart Weapon Transition Service instead of 1-Day Device Specific Instructor Course.

7. VR Services Package. VR Service includes advance remote project planning and configuration support and one (1) day of on-site service and a professional services manager to work with Customer to assess Customer's deployment and determine which Services are appropriate. The VR Service training options include:

System set up and configuration (Remote Support)
• Instructor-led setup of Axon VR headset content
• Configure Customer settings based on Customer need
• Troubleshoot IT issues with Axon VR headset
Axon instructor training (Train the Trainer)
Training for up to five (5) Customer in-house instructors who can support Customer's Axon VR CET and SIM training needs after Axon has fulfilled its contracted on-site obligations.

Classroom and practical training sessions
Step-by-step explanation and assistance for Customer's configuration of Axon VR CET and SIM functionality, basic operation, and best practices.

8. Axon Air, On-Site Training. Axon Air, On-Site training includes advance remote project planning and configuration support and one (1) day of on -site Services and a professional services manager to work closely with Customer to assess Customer's deployment and determine which Services are appropriate. If Customer requires more than one (1) day of on -site Services, Customer must purchase additional on -site Services. The Axon Air, On -Site training options include:

System set up and configuration (Remote Support)
• Instructor-led setup of Axon Air App (ASDS)
• Configure Customer settings based on Customer need
• Configure drone controller
• Troubleshoot IT issues with Axon Evidence
Axon instructor training (Train the Trainer)
Training for Customer's in-house instructors who can support Customer's Axon Air and Axon Evidence training needs after Axon’s has fulfilled its contracted on-site obligations Classroom and practical training sessions
Step-by-step explanation and assistance for Customer's configuration of Axon Respond+ livestreaming functionality, basic operation, and best practices

9. Axon Air, Virtual Training. Axon Air, Virtual training includes all items in the Axon Air, On -Site Training Package, except the practical training session, with the Axon Instructor training for up to four hours virtually.

10. Signal Sidearm Installation Service.
a. Purchases of 50 SSA units or more : Axon will provide one (1) day of on -site service and one professional services manager and will provide train the trainer instruction, with direct assistance on the first of each unique holster/mounting type. Customer is responsible for providing a suitable work/training area. b. Purchases of less than 50 SSA units: Axon will provide a 1 -hour virtual instruction session on the basics of installation and device calibration.

11. Axon Justice Implementation . Axon Justice Implementation includes advanced remote project planning, configuration support, and training. Axon Justice Implementation includes:

System set up and configuration
• Axon performs discovery to understand and document the Agency’s needs. • Axon collaborates with the Client to configure workflows, permissions, and privileges within Axon Evidence based on the Client’s needs.
• Axon will facilitate a workflow discussion with the core admin team.

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Disclosures
• Axon enables the Client to share digital evidence to the defense through the following methods as determined by Client and Axon:

1. Public Defender Case Sharing

2. Disclosure Portal

3. Download Links
Training
• Agency Trainers. Axon works with the Agency to identify the Agency trainers receiving instruction on the product. Axon provides a training guide that outlines the covered topics, intended audience, facility needs, and duration of the training. Axon will schedule a cadence of remote training sessions as needed, which are not to exceed three (3) 2-hour training sessions for Agency staff.

Each session can accommodate up to 20 users and will train them in full system functionality.

Training sessions provided by Axon are conducted on consecutive weekdays (Tuesday-Thursday) during normal business hours (9am-6pm with an hour break in between sessions). After the initial training, is responsible for any future training. Axon provides all training materials for successful training.
• Partner Agencies: Axon will provide Train the Trainer training to the Agency so that it is equipped to train and support their partner agencies. Ensuring the partner agencies are trained to follow the ingestion method is the Agency’s responsibility.

Go-Live Plan
• Axon works in partnership with the Agency to build, coordinate, and execute a Go-Live plan to ensure successful system acceptance. Axon coordinates the Go-Live event.

Implementation document packet
• Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide
Post go-live review

12. Out of Scope Services . Axon is only responsible to perform the professional services described in the Quote, this Appendix, and any applicable SOW . 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.

13. Delivery of Services. Axon personnel will work Monday through Friday, 8:30 a.m. to 5:30 p.m., except holidays. Axon will perform a ll on -site tasks over a consecutive timeframe. Axon will not charge Customer travel time by Axon personnel to Customer premises as work hours.

14. Access Computer Systems to Perform Services . Customer authorizes Axon to access relevant Customer computers and network s, 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 Customer.

Customer 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 Customer.

15. 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 Customer or Axon), Customer must prepare the location(s) where Axon Devices are to be installed ("Installation Site") per the environmental specifications in the Axon Device User Documentation.

Following install ation, Customer 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 Customer when Axon generally releases it.

Additional Trainings. If the Customer purchases a training voucher, Customer must use the voucher within one (1) year of issuance, or the voucher will be void. The voucher has no cash value. Customer cannot exchange it for another device or service. Unless stated in the Quote, the voucher does not include travel expenses and will be Customer responsibility.

16. Acceptance. When Axon completes professional services, Axon will present an a cceptance form ( "Acceptance Form") to Customer. Customer will sign the Acceptance Form acknowledging completion. If Customer reasonably believes Axon did not complete the professional services in substantial conformance with this Agreement, Customer

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must notify Axon in writing of the specific reasons for rejection within seven (7) calendar days from delivery of the Acceptance Form. Axon will address the issues and re-present the Acceptance Form for signature. If Axon does not receive the signed Acceptance Form or written notification of reasons for rejection within seven (7) calendar days of delivery of the Acceptance Form, the professional services will be deemed accepted by Customer.

17. Customer Network. For work performed by Axon transiting or making use of Customer’s network, Customer is solely responsible for maintenance and functionality of the network. In no event will Axon be liable for loss, damage, or corruption of Customer’s network from any cause.

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Technology Assurance Plan Appendix
If Technology Assurance Plan ("TAP") or a combined offering including TAP is on the Quote, this appendix applies.

1. Officer Safety Plan. If Customer purchases an Officer Safety Plan ( "OSP"), Customer will receive the deliverables detailed in the Quote. Customer must accept delivery of the TASER CEW and accessories as soon as available from Axon.

2. OSP 7 or OSP 10 Term. OSP 7 or OSP 10 begins on the date specified in the Quote ("OSP Term").

3. TAP Refresh. If Customer has no outstanding payment obligations and purchased TAP, Axon will provide Customer a new Axon Device ("Device Refresh") as scheduled in the Quote. If Customer purchased TAP, Axon will provide a Device Refresh that is the same or like Axon Device, at Axon’s option. Axon makes no guarantee the Device Refresh will utilize the same accessories or Axon Dock.

4. Dedrone Refresh. Under the Dedrone Refresh Program (“Program”), you will receive replacement hardware for each covered product purchased under the Program. The replacement hardware will be the same model as, or a comparable model to, the original. The Program does not requ ire Axon to provide next -generation or upgraded versions. You are not required to return the original hardware upon receipt of the replacement.

5. TAP Dock Refresh. If Customer has no outstanding payment obligations and purchased TAP, Axon will provide Customer a new Axon Dock, if required for an Axon Device, as scheduled in the Quote ("Dock Refresh"). Accessories associated with any Dock Refreshes are subject to change at Axon discretion. Dock Refreshes will only include a new Axon Dock Bay configuration unless a new Axon Dock core is required for Axon Device compatibility. If Customer originally purchased a single-bay Axon Dock, the Dock Refresh will be a single-bay Axon Dock model that is the same or like Axon Device, at Axon’s option. If Customer originally purchased a multi-bay Axon Dock, the Dock Refresh will be a multi-bay Axon Dock that is the same or like Axon Device, at Axon’s option.

6. Refresh Dela y. Axon may ship the Axon Device and Dock Refreshes as scheduled in the Quote without prior confirmation from Customer unless the Parties agree in writing otherwise at least ninety (90) days in advance. Axon may ship the final Axon Device and Dock Refreshes as scheduled in the Quote sixty (60) days before the end of the Subscription Term without prior confirmation from Customer.

7. Upgrade Change. If Customer wants to upgrade Axon Device models from the current Axon Device to an upgraded Axon Device, Customer must pay the price difference between the MSRP for the current Axon Device and the MSRP for the upgraded Axon Device. If the model Customer desires has an MSRP less than the MSRP of the offered Axon Device Refreshes or Dock Refresh, Axon will not provide a refund. The MSRP is the MSRP in effect at the time of the upgrade. For Dedrone devices Axon does not guarantee that next-gen products will be available at the time of refresh.

8. Return of Original Axon Device. Except for any Dedrone dev ices, within thirty (30) days of receiving a Deviceor Dock Refresh, Customer must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon including serial numbers for the destroyed Axon Devices. If Customer does not return or destroy the Axon Devices, Axon will deactivate the serial numbers for the Axon Devices received by Customer. For Dedrone hardware, the Customer has no obligation to return or destroy the hardware under the TAP program.

9. Termination. If TAP or OSP terminates or expires:

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

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TASER Device Appendix
This TASER Device Appendix applies to Customer’s TASER 7, TASER 10, OSP 7, OSP 10, OSP Plus, OSP 7 Plus Premium OSP 10 Plus Premium and the TASER component of any TASER mounted drones purchased from Axon, if applicable.

1. Duty Cartridge Replenishment Plan. If the Quote includes "Duty Cartridge Replenishment Plan", Customer 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. Customer may not resell cartridges received. Axon will only replace cartridges used in the line of duty.

2. Training. If the Quote includes a TASER On Demand Certification subscription, Customer will have on -demand access to TASER Instructor and TASER Master Instructor courses only for the duration of the TASER Subscription Term. Axon will issue a maximum of ten (10) TASE R Instructor vouchers and ten (10) TASER Master Instructor vouchers for every one thousand TASER Subscriptions purchased. Customer shall utilize vouchers to register for TASER courses at their discretion; however, Customer may incur a fee for cancellations less than 10 business days prior to a course date or failure to appear to a registered course. The voucher has no cash value. Customer cannot exchange voucher for any other Device or Service. Any unused vouchers at the end of the Term will be forfeited. A voucher does not include any travel or other expenses that might be incurred related to attending a course.

3. Limited Warranty.

3.1. “Deployment” means use of the TASER weapon resulting in the discharge of the conducted energy weapon (“CEW”) cartridge probe. For TASER 10 each probe discharged is consider one Deployment and for TASER 7 the dual probe discharged is considered one Deployment.

3.2. Single User Warranty. If the TASER Device is assigned and used by a single user, Axon warrants that Axon - manufactured TASER Device is free from defects in workmanship and materials for the earlier of: one (1) year from the date of Customer’s receipt or 100.

3.3. Pooled User Warranty. If the TASER Device is assigned and used by multiple users, Axon warrants that Axon- manufactured TASER Device is free from defects in workmanship and materials for the earlier of: one (1) year from the date of Customer’s receipt or, 100 Deployments.

3.4. Training User Devices. If the TASER Device is used for training, Axon warrants that Axon-manufactured TASER Device is free from defects in workmanship and materials for the earlier of: one (1) year from the date of Customer’s receipt or 100 Deployments.

3.5. TASER 10L Devices. If the TASER Device is a TASER 10L (TASER 10 Light) as defined in the Quote, Axon warrants that the TASER Device is free from defects in workmanship and materials for the earlier of one (1) year from the date of Customer’s receipt or 100 Deployments.

3.6. CEW Cartridges. Used CEW cartridges are deemed to have operated properly.

3.7. Remaining Terms. The remaining Warranty terms of the Agreement including Disclaimer, Claims, Spare Axon Devices and Limitations shall apply to this TASER Device Appendix.

3.8. Registration. Prior to use of the TASER Device, Customer must register each TASER Device in TASER Device Axon Evidence tenancy as a single user, pooled or training device. Failure to properly register the TASER Device prior to its use may void the warranty at Axon’s sole discretion.

4. Extended Warranty. If the Quote includes an extended warranty, the extended warranty coverage period begins upon the expiration of the Limited Warranty and continues for the period defined in the Quote. Each additional year of warranty purchased will be in accordance with the applicable Limited Warranty category above. The maximum warranty period that may be purchased for an individual TASER Device will be the earlier of five (5) years or 500 Deployments, this includes the Limited Warranty. Limited Warranty. Reduced Life TASER 10L device has a maximum warranty that may be purchased will be the earlier of two (2) years or 200 including the Limited Warranty.

5. Upgrade Change. If Customer wants to upgrade TASER Device from the current TASER Device to an upgraded Axon TASER Device that was not available at the time the parties entered into the original Quote, Customer must pay the price difference between the MSRP for the current TASER Device and the MSRP for the upgraded TASER Device. If the model Customer desires has an MSRP less than the MSRP of the offered new TASER Device, Axon will not provide a refund. The MSRP is the MSRP in effect at the time of the upgrade.

6. Trade-in. If the Quote contains a discount on CEW-related line items and that discount is contingent upon the trade-

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in of hardware, Customer must return used hardware and accessories associated with the discount ("Trade-In Units") to Axon within the below prescribed timeline. Customer must ship batteries via ground shipping. Axon will provide Customer with a pre-paid shipping label for the return of the Trade -In Units. If Axon does not receive Trade-In Units within the timeframe below, Axon will invoice Customer the value of the trade -in credit. Customer may not destroy Trade-In Units and receive a trade-in credit.

Customer Size Days to Return from Start Date of TASER 10 Subscription Less than 100 officers 60 days
100 to 499 officers 90 days
500+ officers 180 days

7. Customer Warranty. If Customer is located in the US, Customer warrants and acknowledges that TASER 10 is classified as a firearm and is being acquired for official Customer use pursuant to a law enforcement agency transfer under the Gun Control Act of 1968.

8. Purchase Order. To comply with applicable laws and regulations, Customer must provide a purchase order to Axon prior to shipment of TASER 10.

9. Apollo Grant (US only) . If Customer has received an Apollo Grant from Axon, Customer must pay all fees in the Quote prior to upgrading to any new TASER Device offered by Axon.

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

10.1. TASER Device extended warranties and access to Training Content will terminate. No refunds will be given.

10.2. Customer will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future TASER Device plan.

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

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Axon Auto-Tagging Appendix
If Auto-Tagging is included on the Quote, this Appendix applies.

1. Scope. Axon Auto -Tagging consists of the development of a module to allow Axon Evidence to interact with Customer’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 Customer’s CAD or RMS.

2. Support. For thirty (30) days after completing Auto-Tagging Services, Axon will provide up to five (5) hours of remote support at no additional charge . Axon will provide free support due to a change in Axon Evidence , if Customer maintains an Axon Evidence and Auto-Tagging subscription. Axon will not provide support if a change is required because Customer changes its CAD or RMS.

3. Changes. Axon is only responsible to perform the Services in this Appendix for Auto-Tagging and any applicable 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 fees or schedule.

4. Customer Responsibilities. Axon’s performance of Auto-Tagging Services requires Customer to:

4.1. Make available relevant systems, including Customer’s current CAD or RMS, for assessment by Axon (including remote access if possible);

4.2. Make required modifications, upgrades or alterations to Customer’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 Customer safety and security restrictions, and allow Axon to enter and exit the premises with laptops and materials needed to perform Auto-Tagging Services;

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

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

4.6. Ensure that all appropriate data backups are performed;

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

4.8. Provide Axon with remote access to Customer’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 Customer; 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. Customer authorizes Axon to access Customer’s relevant computers, network systems, and CAD or RMS solely for performing Auto-Tagging Services. Axon will work diligently to identify the resources and information Axon expects to use and will provide an initial list to Customer. Customer 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 Customer.

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Axon ALPR Appendix
If Axon Fleet 2, Axon Fleet 3, or any future generation of Axon Fleet (collectively, “Axon Fleet”) or Axon Outpost or Axon Lightpost (collectively all “ALPR Products”) is included on the Quote, this Appendix applies.

1. Customer Responsibilities.

1.1. Customer must ensure its infrastructure and vehicles adhere to the minimum requirements to operate Axon ALPR Products as established by Axon during the qualifier call and on-site assessment at Customer and in any technical qualifying questions. If Customer’s representations are inaccurate, the Quote is subject to change.

1.2. Customer is responsible for providing a suitable work area for Axon or Axon third-party providers to install Axon ALPR Products into Customer vehicles and/or at designated installation location(s).s Customer is responsible for making available all vehicles for which installation services were purchased and preparing all installation sites, during the agreed upon onsite installation dates, Failure to make vehicles available or prepare installation sites may require an equitable adjustment in fees or schedule

2. Third-party Installer. Axon will not be liable for the failure of Axon Fleet, Axon Outpost, or Axon Lightpost hardware to operate per specifications if such failure results from installation not performed by, or as directed by Axon.

3. Axon Fleet Specific Terms.

3.1. Cradlepoint. If Customer purchases Cradlepoint hardware, software, or services, Customer will comply with Cradlepoint’s end user license agreement. The term of the Cradlepoint license may differ from the Axon Evidence Subscription. If Customer requires Cradlepoint support, Customer will contact Cradlepoint directly.

By accepting a Quote including Cradlepoint products, Customer designates and authorizes Axon as its partner of record for purposes of Cradlepoint product renewals, support coordination, and other relevant functions.

This designation applies to all Cradlepoint products acquired by Customer during the Subscription Term of the applicable Quote whether directly from Cradlepoint, through Axon, or through any third-party vendor or distributor. Axon shall have no liability to Customer or any third party arising out of or relating to Axon’s acts or omissions as the Partner of Record. Customer has the right to opt out of this authorization at any time by providing prior written notification to both Axon and Cradlepoint. Upon such notification, the designation will be removed. This authorization remains effective until formally removed in accordance with this section or as otherwise agreed between the parties in the Agreement.

3.2. Axon Vehicle Software License. Axon grants Customer 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

3.3. Restrictions. Customer may not: (a) modify, alter, tamper with, repair, or create derivative works of Axon Vehicle Software; (b) reverse engineer, disassemble, or decompile Axon Vehicle Software, apply any process to derive the source code of Axon Vehicle Software, or allow others to do so; (c) access or use Axon Vehicle Software to avoid incurring fees or exceeding usage limits; (d) copy Axon Vehicle Software in whole or part; (e) use trade secret information contained in Axon Vehicle Software; (f) resell, rent, loan or sublicense Axon Vehicle Software; (g) access Axon Vehicle Software to build a competitive device or service or copy any features, functions or graphics of Axon Vehicle Software; or (h) 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.

12. Axon Outpost Specific Terms.

3.4. Outpost License and Permits . Customers will obtain, maintain all legally required permits, authorizations, and/or licensing in order to place, maintain, and/or remove the Axon Outpost device at the installation location including licenses or permits for fixed installation of poles. If mutually agreed by the parties, Axon or an Axon authorized subcontractor may assist with obtaining the necessary local, state, or Federal approvals before installing Axon Outpost.

13. Installation. Customer will adhere to the installation requirements as agreed in the Outpost SOW.

14. Vandalism or Motor Vehicle Accident Warranty. If Customer purchases the Vandalism and Accident warranty, Axon will provide up to two (2) replacements per warranty purchased if your Outpost is damaged due to vandalism or a motor vehicle accident. Axon will make a commercially reasonable effort to provide new installation free of

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charge, but installation may require additional cost. Axon does not provide refunds or credits if the warranty is not used during the Term of the Quote.

15. Axon Lightpost Specific Terms.

3.5. Ubicquia. If Customer purchases Lightpost hardware and installation services, any warranties for the hardware are provided exclusively by the third-party manufacturer Ubicquia. All hardware -related support or warranty claims must be directed to the respective third-party provider. Axon is not responsible for servicing or replacing hardware. Axon will provide and support software components in accordance with the applicable Quote.

3.6. Installation. Installation of Axon Lightpost equipment will be performed by a third -party service provider authorized by Axon. Axon does not directly perform installation services.

3.7. Power. Customer agrees to supply a power source, in compliance with Lightpost requirements, at each site where a Lightpost device is installed. The power must be available on a 24-hour, 7 days per week (24/7) basis.

16. Wireless Offload Server

7.1 License Grant. Axon grants Customer a non -exclusive, royalty -free, worldwide, perpetual license to use Wireless Offload Server ("WOS"). "Use" means storing, loading, installing, or executing WOS solely for data communication with Axon Devices for the number of licenses purchased. The WOS term begins upon the start of the Axon Evidence Subscription.

7.2 Restrictions. Customer may not: (a) modify, alter, tamper with, repair, or create derivative works of WOS; (b) reverse engineer, disassemble, or decompile WOS, apply any 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 featu res, functions or graphics of WOS; or (h) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon’s licensors on or within WOS.

7.3 Updates. If Customer purchases WOS maintenance, Axon will make updates and error corrections to WOS ("WOS Updates") available electronically via the Internet or media as determined by Axon. Customer is responsible for establishing and maintaining adequate Internet access to receive WOS Updates and maintaining computer equipment necessary for use of WOS. The Quote will detail the maintenance term.

7.4 WOS Support. Upon request by Axon, Customer will provide Axon with access to Customer’s store and forward servers solely for troubleshooting and maintenance.

17. Acceptance Checklist. If Axon provides Services to Customer pursuant to any statement of work in connection with Axon ALPR Products, within seven (7) days of the date on which Customer retrieves Customer's vehicle(s) from the Axon installer or Axon Outpost or Axon Lightpost installation is complete , said ALPR Products having been installed and configured with tested and fully and properly operational hardware and software identified above, Customer will receive a Professional Services Acceptance Checklist t o submit to Axon indicating acceptance or denial of said deliverables. In the event Customer does not respond to the Professional Services Acceptance Checklist within seven (7) business days, the installation of the ALPR Products and services shall be deemed accepted.

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Axon Respond Appendix
This Axon Respond Appendix applies to Axon Respond, Axon Respond Device Plus, and Device Connectivity if any are included on the Quote.

1. Axon Respond Subscription Term . If Customer purchases Axon Respond as part of a combined offering on a Quote, the Axon Respond subscription begins on the later of the (1) start date of that offering within the Quote, or (2) date Axon provisions Axon Respond to Customer. If Customer purchases Axon Respond as a standalone, the Axon Respond subscription begins the later of the (1) date Axon provisions Axon Respond to Customer, 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 Customer with real-time situational awareness during critical incidents to improve officer safety, effectiveness, and awareness. In the event Customer uses Axon Respond outside this scope, Axon may initiate good-faith discussions with Customer on upgrading Customer’s Axon Respond to better meet Customer’s needs.

3. Axon Body LTE Requirements. Axon Respond is only available and usable with an LTE enabled body-worn camera.

Axon is not liable if Customer utilizes the LTE device outside of the coverage area or if the LTE carrier is unavailable.

LTE coverage is available in the United States including U.S. territories, Additional verification will be required for use in select international regions. Axon may utilize a carrier of Axon’s choice to provide LTE service. Axon may change LTE carriers during the Term without Customer’s consent.

4. Axon Fleet LTE Requirements . Axon Respond is only available and usable with a Fleet 3 system configured with LTE modem and service. Customer is responsible for providing LTE service for the modem. Coverage and availability of LTE service is subject to Customer’s LTE carrier.

5. Axon Respond Service Limitations. Customer 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.

5.1. With regard to Axon Body, Partner networks are made available as -is and the carrier makes no warranties or representations as to the availability or quality of roaming service provided by carrier partners, and the carrier will not be liable in any capacity for any errors, outages, or failures of carrier partner networks. Customer expressly understands and agrees that it has no contractual relationship whatsoever with the underlying wireless service provider or its affiliates or contractors and Customer is not a third -party beneficiary of any agreement between Axon and the underlying carrier.

6. Termination. Upon termination of this Agreement, or if Customer stops paying for Axon Respond or combined offerings that include Axon Respond, Axon will end Axon Respond services, including any Axon-provided LTE service.

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

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

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

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

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

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

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

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

3.5. resell, rent, loan or sublicense Virtual Reality Media;

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

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

4. Privacy. Customer’s use of the Virtual Reality Media is subject to the Axon Virtual Reality Privacy Policy, a current version of which is available at https://www.axon.com/axonvrprivacypolicy.

5. Termination. Axon may terminate Customer’s license immediately for Customer’s failure to comply with any of the terms in this Agreement.

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Axon Evidence Local Software Appendix
This Appendix applies if Axon Evidence Local is included in the Quote.

1. License. Axon owns all executable instructions, images, icons, sound, and text in Axon Evidence Local. All rights are reserved to Axon. Axon grants a non-exclusive, royalty-free, worldwide right and license to use Axon Evidence Local. "Use" means storing, loading, installing, or executing Axon Evidence Local exclusively for data communication with an Axon Device. Customer may use Axon Evidence Local in a networked environment on computers other than the computer it installs Axon Evidence Local on, so long as each e xecution of Axon Evidence Local is for data communication with an Axon Device. Customer may make copies of Axon Evidence Local for archival purposes only.

Customer shall retain all copyright, trademark, and proprietary notices in Axon Evidence Local on all copies or adaptations.

2. Term. The Quote will detail the duration of the Axon Evidence Local license, as well as any maintenance. The term will begin upon installation of Axon Evidence Local.

3. License Restrictions . All licenses will immediately terminate if Customer does not comply with any term of this Agreement. Customer may not use Axon Evidence Local for any purpose other than as expressly permitted by this Agreement. Customer may not:

3.1. modify, tamper with, repair, or otherwise create derivative works of Axon Evidence Local;

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

3.3. access or use Axon Evidence Local to avoid incurring fees or exceeding usage limits or quotas;

3.4. copy Axon Evidence Local in whole or part, except as expressly permitted in this Agreement;

3.5. use trade secret information contained in Axon Evidence Local;

3.6. resell, rent, loan or sublicense Axon Evidence Local;

3.7. access Axon Evidence Local to build a competitive device or service or copy any features, functions, or graphics of Axon Evidence Local; or

3.8. 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 Evidence Local or any copies of Axon Evidence Local.

4. Support. Axon may make available updates and error corrections ( "Updates") to Axon Evidence Local . Axon will provide Updates electronically via the Internet or media as determined by Axon. Customer is responsible for establishing and maintaining adequate access to the Internet to receive Updates. Customer is responsible for maintaining the computer equipment necessary to use Axon Evidence Local. Axon may provide technical support of a prior release/version of Axon Evidence Local for six ( 6) months from when Axon made the subsequent release/version available.

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

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Axon Application Programming Interface Appendix
This Appendix applies if Axon’s API Services or a subscription to Axon Cloud Services are included on the Quote.

1. Definitions.

1.1. "API Client" means the software that acts as the interface between Customer’s computer and the server, which is already developed or to be developed by Customer.

1.2. "API Interface" means software implemented by Customer to configure Customer’s independent API Client Software to operate in conjunction with the API Service for Customer’s authorized Use.

1.3. "Axon Evidence Partner API, API or Axon API" (collectively "API Service") means Axon’s API which provides a programmatic means to access data in Customer’s Axon Evidence account or integrate Customer’s Axon Evidence account with other systems.

1.4. "Use" means any operation on Customer’s data enabled by the supported API functionality.

2. Purpose and License.

2.1. Customer may use API Service and data made available through API Service, in connection with an API Client developed by Customer. Axon may monitor Customer’s use of API Service to ensure quality, improve Axon devices and services, and verify compliance with this Agreement. Customer agrees to not interfere with such monitoring or obscure from Axon Customer’s use of API Service. Customer will not use API Service for commercial use.

2.2. Axon grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license during the Term to use API Service, solely for Customer’s Use in connection with Customer’s API Client.

2.3. Axon reserves the right to set limitations on Customer’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. Customer will work independently to configure Customer’s API Client with API Service for Customer’s applicable Use. Customer will be required to provide certain information (such as identification or contact details) as part of the registration . Registration information provide d to Axon must be accurate. Customer will inform Axon promptly of any updates . Upon Customer’s registration, Axon will provide documentation outlining API Service information.

4. Customer Responsibilities. When using API Service, Customer and its End Users shall 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 virus, worm, defect, Trojan horse, malware, or any item 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 net works providing API Service;

4.5. reverse engineer, decompile, disassemble, or translate or attempt to extract the source code from API Service or any related software;

4.6. create an API Interface that functions substantially the same as API Service and offer it for use by third parties;

4.7. provide use of API Service on a service bureau, rental or managed services basis or permit other individuals or entities to create links to API Service;

4.8. frame or mirror API Service on any other server, or wireless or Internet-based device;

4.9. make available to a third-party, any token, key, password or other login credentials to API Service;

4.10. take any action or inaction resulting in illegal, unauthorized or improper purposes; or

4.11. disclose Axon’s API manual.

5. API Content. All content related to API Service, other than Customer Content or Customer’s API Client content, is considered Axon’s API Content, including:

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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 Customer takes actions on, such as eviden ce, cases, users, or reports;

5.3. the structure of and relationship of API Service resources; and

5.4. the design of API Service, in any part or as a whole.

6. Prohibitions on API Content . Neither Customer nor its End Users will use API content returned from the API Interface to:

6.1. scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header;

6.2. copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third-party;

6.3. misrepresent the source or ownership; or

6.4. remove, alter, or obscure any confidentiality or proprietary rights not ices (including copyright and trademark notices).

7. API Updates. Axon may update or modify the API Service from time to time ("API Update"). Customer is required to implement and use the most current version of API Service and to make any applicable changes to Customer’s API Client required as a result of such API Update. API Updates may adversely affect how Customer’s API Client access or communicate with API Service or the API Interface. Each API Client must contain means for Customer to update API Client to the most current version of API Service. Axon will provide support for one (1) year following the release of an API Update for all depreciated API Service versions.

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Axon Channel Services Appendix
This Appendix applies if Customer purchases Axon Channel Service, as set forth on the Quote.

1. Definitions.

1.1. "Axon Digital Evidence Management System" means Axon Evidence or Axon Evidence Local, as specified in the attached Channel Services Statement of Work.

1.2. "Active Channel " means a third-party system that is continuously communicating with an Axon Digital Evidence Management System.

1.3. "Inactive Channel" means a third-party system that will have a one -time communication to an Axon Digital Evidence Management System.

2. Scope. Customer currently has a third-party system or data repository from which Customer desires to share data with Axon Digital Evidence Management. Axon will facilitate the transfer of Customer’s third-party data into an Axon Digital Evidence Management System or the transfer of Customer 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 Customer Content. Customer is responsible for verifying all necessary data is migrated correctly and retained per Customer policy.

3. Changes. Axon is only responsible to perform the Services described in this Appendix and Channel Services 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.

4. Purpose and Use . Customer is responsible for verifying Customer 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, Customer is responsible for any changes to a third-party system that may affect the functionality of the channel service. Any additional work requir ed for the continuation of the S ervice may require additional fees.

An Axon Field Engineer may require access to Customer’s network and systems to perform the S ervices described in the Channel Services SOW. Customer is responsible for facilitating this access per all laws and policies applicable to Customer.

5. Project Management . Axon will assign a Project Manager to work closely with Customer’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.

6. Warranty. Axon warrants that it will perform the Channel Services in a workmanlike manner.

7. Monitoring. Axon may monitor Customer’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.

Customer agrees not to interfere with such monitoring or obscure from Axon Customer’s use of channel services.

8. Customer’s Responsibilities. Axon’s successful performance of the Channel Services requires Customer:

8.1. Make available its relevant systems for assessment by Axon (including making these systems available to Axon via remote access);

8.2. Provide access to the building facilities and where Axon is to perform the Channel Services, subject to safety and security restrictions imposed by the Customer (including providing security passes or other necessary documentation to Axon representatives performing the Channel Services permitting them to enter and exit Customer premises with laptop personal computers and any other materials needed to perform the Channel Services);

8.3. Provide all necessary infrastructure and software information (TCP/IP addresses, node names, and network configuration) for Axon to provide the Channel Services;

8.4. Ensure all appropriate data backups are performed;

8.5. Provide Axon with remote access to the Customer’s network and third-party systems when required for Axon to perform the Channel Services;

8.6. Notify Axon of any network or machine maintenance that may impact the performance of the Channel Services; and

8.7. 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 info rmation and clarification of information required to perform the Channel Services).

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Axon Investigate Appendix
If the Quote includes Axon's On Prem Video Suite known as Axon Investigate or Third-Party Video Support License, the following appendix shall apply.

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

2. Third-Party Licenses . Axon licenses several third -party codecs and applications that are integrated into the Software. Users with an active support contract with Axon are granted access to these additional features. By accepting this agreement, Customer agrees to and understands that an active support contract is required for all of the following features: DNxHD output formats, decoding files via the "fast indexing" method, proprietary file metadata, telephone and email support, and all future updates to th e software. If Customer terminates the annual support contract with Axon, the features listed above will be disabled within the Software. It is recommended that users remain on an active support contract to maintain the full functionality of the Software.

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

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

5. Copies. The Software is copyrighted under the laws of the United States and international treaty provisions. Customer may not copy the Software except for backup or archival purposes, and all such copies shall contain all Axon’s notices regarding proprietary rights as contained in the Software as originally provided to Customer. If Customer receives one copy electronically and another copy on media, the copy on media may be used only for archival purposes and this license does not authorize Customer to use the copy of media on an additional server.

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

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

8. U.S. Government Restricted Rights . The Software and Software Documentation are Commercial Computer Software provided with Restricted Rights under Federal Acquisition Regulations and Customer supplements to them.

Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFAR 255.227 -7013 et. Seq. or 252.211-7015, or subparagraphs (a) through (d) of the Commercial Computer Software Re stricted Rights at FAR 52.227 -19, as applicable, or similar clauses in the NASA FAR Supplement. Contractor/manufacturer is Axon Enterprise, Inc., 17800 North 85th Street, Scottsdale, Arizona 85255.

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My90 Terms of Use Appendix

1. Definitions.

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

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

1.3. "Customer Data" means

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

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

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

1.4. "My90 Data" means

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

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

1.5. "Personal Data " means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, loca tion 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.

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

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

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

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

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

5. Details of the Processing. The nature and purpose of the Processing under this Appendix are further specified

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in Schedule 1 Details of the Processing, to this Appendix.

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

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

8. Location of Storage. Axon may transfer Customer Data to third-party subcontractors for Processing. Axon will determine the locations for Processing of Customer Data. For all Customer, Axon will Process and store Customer Data within the country in which Customer is located . Ownership of My90 Customer Content remains with Customer.

9. Required Disclosures . Axon will not disclose Customer Data that Customer shares with Axon except as compelled by a court or administrative body or required by any law or regulation. Axon will notify Customer if any disclosure request is received for Customer Data so Customer may file an objection with the court or administrative body, unless prohibited by law.

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

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

10.2. Axon may share Aggregated Survey Response with third parties, such as other Axon customers, local city agencies, private companies, or members of the public that are seeking a way to collect analysis on general policing and community trends. Aggregated Survey Response will not be reasonably capable of being associated with or reasonably linked directly or indirectly to a particular individual.

11. License and Intellectual Property . Customer grants Axon , its affiliates, and assignees the irrevocable, perpetual, fully paid, royalty-free, and worldwide right and license to use Customer Data for internal use including but not limited to analysis and creation of derivatives . Axon may not release Customer Data to any third party under this right that is not aggregated and de -identified. Customer acknowledges that Customer will have no intellectual property right in any media, good or service developed or improved by Axon. Customer acknowledges that Axon may mak e any lawful use of My90 Data and any derivative of Customer Data including, without limitation, the right to monetize, redistribute, make modification of, and make derivatives of the surveys, survey responses and associated data, and Customer will have no intellectual property right in any good, service, media, or other product that uses My90 Data.

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

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

14. Assistance with Requests Related to My90 Customer Content. With regard to the processing of My90 Customer Content, Axon shall, if not prohibited by applicable law, notify Customer without delay after receipt, if Axon: (a) receives a request for information from the Supervisory Authority or any other competent authority regarding My90 Customer Content; (b) receives a complaint or request from a third party regarding the obligations of Customer or Axon under applicable Data Protection Law; or (c) receives any other communication which directly or indirectly pertains to My90 Customer Content or the Processing or protection of My90 Customer Content. Axon

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shall not respond to such requests, complaints, or communications, unless Customer has given Axon written instructions to that effect or if such is required under a statutory provision. In the latter case, prior to responding to the request, Axon shall notify Customer of the relevant statutory provision and Axon shall limit its response to what is necessary to comply with the request.

15. Axon Evidence Partner Sharing . If Axon Evidence partner sharing is used to share My90 Customer Content, Customer will manage the data sharing partnership with Axon and access to allow only for authorized data sharing with Axon. Customer acknowledges that any applicable audit trail on the original source data will not include activities and processing performed against the instances, copies or clips that has been shared with Axon.

Customer also acknowledges that the retention policy from the original source data is not applied to any data shared with Axon. Except as provided herein, data shared with Axon may be retained indefinitely by Axon.

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

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

18. Managing Data Shared. Customer is responsible for:

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

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

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

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

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

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

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

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

20. Customer Responsibilities. Customer is responsible for:

20.1. ensuring no My90 Customer Content or Customer End User’s use of My90 Customer Content or My90 violates this Agreement or applicable laws;

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

20.3. maintaining necessary computer equipment and Internet connections for use of My90. If Customer becomes aware of any violation of this Agreement by an End User, Customer will immediately terminate that End User’s access to My90. Customer will also maintain the security of End User’s usernames and passwords and security and access by End Users to My90 Customer Content. Customer is responsible for ensuring the configuration and utilization of My90 meets applicable Customer regulations and standards.

Customer may not sell, transfer, or sublicense access to any other entity or person. Customer shall contact Axon immediately if an unauthorized party may be using Customer's account or My90 Customer Content or if account information is lost or stolen.

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21. Suspension. Axon may temporarily suspend Customer's or any End User’s right to access or use any portion or all of My90 immediately upon notice, if Customer or End User’s use of or registration for My90 may (a) pose a security risk to Axon products including My90, or any third-party; (b) adversely impact My90, the systems, or content of any other customer; (c) subject Axon, Axon’s affiliates, or any third-party to liability; or (d) be fraudulent.

Customer remains responsible for all fees, if applicable, inc urred through suspension. Axon will not delete My90 Customer Content or Aggregated Survey Response because of suspension, except as specified in this Agreement.

22. My90 Restrictions. Customer and Customer End Users, may not, or may not attempt to:

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

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

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

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

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

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

22.7. use My90 to store or transmit infringing, libelous, or other unlawful or tortious material; to store or transmit material in violation of third-party privacy rights; or to store or transmit malicious code.

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Schedule 1- Details of the Processing

1. Nature and Purpose of the Processing. To help Customer obtain feedback from individuals, such as members of their community, staff, or officers. Features of My90 may include:

1.1. Survey Tool where Customer may create, distribute, and analyze feedback from individuals it designates.

Customer may designate members of the community, staff or officers from whom they would like to obtain feedback;

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

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

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

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

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

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

1.8. Provide services and materials to engage Customer stakeholders, market the partnership to the public, and facilitate training.

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Axon Event Offer Appendix
If the Agreement includes the provision of, or Axon otherwise offers, ticket(s), travel and/or accommodation for select events hosted by Axon (“Axon Event”), the following shall apply:

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

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

3. Compliance. It is the intent of Axon that any and all Axon Event offers comply with all applicable laws, regulations and ethics rules regarding contributions, including gifts and donations. Axon’s provision of ticket(s), travel and/or accommodation for the applicable Axon Event to Customer is intended for the use and benefit of Customer in furtherance of its goals, and not the personal use or benefit of any official or employee of Customer. Axon makes this offer without seeking promises or favoritism for Ax on in any bidding arrangements. Further, no exclusivity will be expected by either party in consideration for the offer. Axon makes the offer with the understanding that it will not, as a result of such offer, be prohibited from any procurement opportunities or be subject to any reporting requirements.

If Customer’s local jurisdiction requires Customer to report or disclose the fair market value of the benefits provided by Axon, Customer shall promptly contact Axon to obtain such information, and Axon shal l provide the information necessary to facilitate Customer's compliance with such reporting requirements.

4. Assignability. Customer may not sell, transfer, or assign Axon Event ticket(s), travel and/or accommodation provided under the Agreement.

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

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

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Axon Training Pod Appendix

1. Customer Responsibilities . Customer is responsible for: (i) all permits to use the Axon Training Pod; (ii) complying with all applicable laws pertaining to the use of the Axon Training Pod; (iii) any maintenance required for the Axon Training Pod; and (iv) disposal of the Axon Training Pod.

2. Warranties. TO THE EXTENT NOT PROHIBITED BY LAW, AXON TRAINING POD IS SOLD “AS IS”

WITHOUT WARRANTY OF ANY KIND , EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE

IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON - INFRINGEMENT.

3. Placement. Axon will make its best efforts to work with Customer on the initial placement of the Axon Training Pod. After the initial placement, it is the Customer’s responsibility to make any adjustments to the Axon Training Pod’s placement.

4. Deemed Acceptance. The Axon Training Pod will be deemed accepted by Customer upon delivery. Customer waives any right to reject the Axon Training Pod except in the event of damage during shipment, which must be reported to Axon in writing within five (5) business days of delivery.

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Dedrone Product Appendix
If the Quote includes Dedrone Hardware, Dedrone Software, and/or Airspace Security as a Service (collectively, “Dedrone Products”), this Dedrone Product Appendix shall apply.

1. Definitions.

1.1 “Dedrone Data” means data that Axon maintains regarding a wide variety of drone models and manufacturers in the marketplace (“DedroneDNA”, formerly “DroneDNA”), as well as usability information that Axon collects regarding the performance of the Dedrone Software and Dedrone Hardware, aggregate or de-identified Collected Data compiled or used by Axon in accordance with Section 4.2, and any other information that Axon makes available to Customer by means of the Dedrone Software

1.2 “Dedrone Hardware” means the Axon drone detection hardware sensor or mitigation products set forth on a Quote and does not include any Third-Party Hardware.

1.3 “Sensor” means a radio frequency, video, radar or other hardware sensor for drone detection purchased by Customer from Axon or obtained from any third-party vendor.

1.4 “Dedrone Software” means (i) Axon’s proprietary drone-tracking software, known as DedroneTracker (formerly DroneTracker), whether deployed on -premise or hosted by Axon as a cloud -based solution, (ii) Axon’s video analytics software (currently known as Analytics Server), an d/or (iii) software and/or firmware deployed or installed on the Dedrone Hardware or available for download and installation onto Customer’s Third -Party Hardware.

1.5 “Third-Party Hardware” means hardware products owned by Customer or purchased by Customer from third parties that are used by Customer in conjunction with the Software.

2. Customer License.

2.1 Software License. Subject to the terms of this Agreement, Axon grants Customer a royalty -free, nonexclusive, nontransferable, worldwide right during each Quote Term to use the Dedrone Software, including the Dedrone Data and Collected Data, subject to the terms of the Agre ement and this Appendix (the “License”). Customer must purchase a License to the Software for each unit of Dedrone Hardware and/or Third-Party Hardware using Dedrone Software. Accordingly, Customer may only use the Software quantity and type of Hardware an d/or Third-Party Hardware units specified on the applicable Quote. If Customer purchases additional Licenses during a current Term, the Term of the new License(s) will be pro -rated to terminate at the end of the then -current License Term. Use of the Dedrone Software is subject to the terms of the Agreement between the parties

2.2 Restrictions. Customer will not: (i) use (or allow a third party to use) the Dedrone Products in order to monitor the availability, security, performance, or functionality of the Dedrone Products, or for any other benchmarking or competitive purposes; (ii) market, sublicense, resell, lease, loan, transfer, or otherwise commercially exploit the Dedrone Products; (iii) modify, create derivative works, decompile, reverse engineer, attempt to gain access to the source code, or copy the Dedrone Products or any o f their components; (iv) use the Dedrone Products to conduct any fraudulent, malicious, or illegal activities; or (v) use the Dedrone Products in contravention of any applicable laws or regulations (each of (i) through (v), a (“Prohibited Use”).

3. Customer Obligations.

3.1 Compliance. Customer will use the Dedrone Products only in accordance with applicable specifications (the “Specifications”) and in compliance with all applicable laws, including all applicable export laws and regulations of the United States or any other country. Cus tomer acknowledges that due to the nascent nature of drone detection and mitigation technologies applicable laws and regulations may be changing or emerging over time, and agrees that it is Customer’s responsibility to keep itself aware and rema in compliant with the current laws and regulations that may apply, including but not limited to those that may apply to advanced features available at Customer’s option in the Dedrone Software. Customer will ensure that none of the Dedrone Products are directly or indirectly exported, re -exported, or used to provide services in violation of such export laws and regulations. Axon reserves the right to suspend use of any Dedrone Products operating in violation of such laws, following written notice to Custome r. If Customer uses a radio jammer, or any other controlled device, in connection with the Dedrone Software, Customer represents to Axon that it is authorized to do so by the relevant authorities, that it will do so only in accordance with such authorizati on, and it will provide supporting documentation regarding such authorization upon request. Customer may be required to obtain legal

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authorization before any purchase or use of hardware sold by third parties. Axon shall not be liable if any government export authorization is delayed, denied, revoked, restricted or not renewed, nor shall any such delay, denial, revocation, restriction or non-renewal shall not constitute a breach of the Agreement by Axon.

3.2 Computing Environment. Customer is responsible for the maintenance and security of its own network and computing environment that it uses to host and/or access the Dedrone Products and for ensuring that any Third- Party Hardware meets the necessary specifications for use with the Dedrone Software.

4. Data Protection.

4.1 Data. If Customer licenses Dedrone Software, as part of its operation, the Dedrone Software may collect and send to servers owned, operated or controlled by Axon data or other information regarding Customer’s use of the Dedrone Software, which may include (i) i nformation generated by each Sensor deployed by Customer, including information related to the date, time, and duration of the detection of the drone, as well as the locations of the detected drones and remote controls and of the Sensor itself (collectivel y, “Sensor Data”), and (ii) video recording of the detected drones, including flight path ("Video Data") (Sensor Data and Video Data are collectively referred to as “Collected Data”).

4.2 Use of Collected Data . Axon has the right to use Collected Data for any purpose, including: (i) improving any Dedrone Product; (ii) analyzing any Dedrone Product or the performance of any Dedrone Product; or (iii) compiling or using aggregate or de -identified Collected Data with other cu stomers, or government and law enforcement entities, with or without compensation. Customer acknowledges that Axon may learn from the performance or use of any Dedrone Product, and Axon shall have the sole right to exploit any modification, enhancement or improvement of any Dedrone Product resulting from such learning.

4.3 User Data. To the extent Axon uses User login information, including name, email, username, and password (collectively, “User Data”) for any purpose other than to provide services to the Customer, such User Data will be deidentified and anonymized, and will not be i dentified as having come from Customer, except that Axon may disclose User Data where Axon, in good faith, believes that the law or legal process (such as a court order, search warrant or subpoena) requires Axon to do so.

4.4 Security. Axon maintains industry standard physical, technical, and administrative safeguards (the “Security Measures”) to protect Collected Data.

4.5 No Access. Except for User Data, Axon does not (and will not) collect, process, store, or otherwise have access to any personal information, about End Users or users of Customer’s products or services.

5. Ownership.

5.1 Axon Property. Axon owns and retains all rights, title, and interest in and to the Dedrone Data, Collected Data, the Dedrone Software, and all intellectual property embodied in the Dedrone Hardware, if the Dedrone Hardware is provided by Axon. Except for the limited license granted to Customer in Section 2.1, Axon does not by means of this Agreement or otherwise transfer or license any rights in the Dedrone Products to Customer, whether by implication, estoppel or otherwise. To the maximum extent permitted by applicable law Customer will take no action inconsistent with Axon intellectual property rights in the Dedrone Products or any Dedrone Data.

5.2 Customer Property. Customer owns and retains all right, title, and interest in and to the User Data and does not by means of this Agreement or otherwise transfer any rights in the User Data to Axon, except for the limited rights set forth in Section 4.3.

6. Government Restricted Rights . To the extent that Customer is an agency or instrumentality of the U.S. government, the parties agree that the Dedrone Software and documentation are commercial computer software and commercial computer software documentation, respectively, and Customer’s rights therein are as specified in this License, per FAR 12.212 and DFARS 227.7202 -3, as applicable, or in the case of NASA, subject to NFS 1852.22.

7. Updates. The Dedrone Software may include functionality that allows it to automatically download updates that may be made available by Axon. Customer consents to the installation of such functionality.

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Honorable Mayor and Members of the City Council
June 23, 2026