#2134105v3
AGREEMENT WITH AXON ENTERPRISE, INC TO IMPLEMENT AND
PROVIDE THE CITY OF SANTA’S PILOT PROGRAM FOR
UNMANNED AERIAL SYSTEMS
THIS AGREEMENT is made and entered into on this 3rd day of February, 2026 by and between Axon Enterprise, Inc., a Delaware corporation (“Consultant”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).
RECITALS
A. The City desires to retain a Consultant having special skill and knowledge to implement and provide the City with the use of unmanned aerial systems of three (3) drones as a first responder (“DFR”) bundles and two (2) patrol kit bundles for the City of Santa Ana’s Police Department.
B. Pursuant to Santa Ana Municipal Code § 2-807(d), this contract may be entered into between the parties, and is exempt from competitive bidding, for purchases from vendors awarded the same type of purchase contract by a federal agency (including the general services administration), a state agency, county, city or other public agency after a competitive bidding process determined by the purchasing manager to be substantially equivalent to that prescribed by Article VII.II regarding purchasing rules and procedures.
C. On October 8, 2025, the City’s purchasing manager approved an exception to process to the competitive bid process as the project was competitively bid through a Sourcewell awarded contract #101223-AXN.
D. Accordingly, City has selected Consultant to provide the services detailed for this Agreement and Consultant has represented that it is able and willing to provide such services to the City.
E. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
a. Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Consultant’s Master Services and Purchase Agreement, identified as Exhibit A, which is attached hereto and incorporated by reference. This Master Services and Purchase Agreement EXHIBIT 1
shall be specific to the services defined herein and not affect any other Axon agreements with the City.COMPENSATIONCity agrees to pay, and Consultant agrees to accept as total payment for its services forCity, the rates and charges identified in Quote # , identified andattached hereto as Exhibit B. The total amount to be expended during the term of thisAgreement shall not exceed $682,900.Payment by City shall be made within forty-five (45) days following receipt of properinvoice evidencing work performed, subject to City accounting procedures. City andConsultant agree that all payments due and owing under this Agreement shall be madethrough Automated Clearing House (ACH) transfers. Consultant agrees to execute theCity’s standard ACH Vendor Payment Authorization and provide requireddocumentation. Upon verification of the data provided, the City will be authorized todeposit payments directly into Consultant’s account(s) with financial institutions.Payment need not be made for work which fails to meet the standards of performanceset forth in the Recitals which may reasonably be expected by City.TERMThis Agreement shall commence on the date first written above and continue for a threeyear term, unless terminated earlier in accordance with Section 17 of Exhibit A.The parties agree and understand that the term defined, above, is controlling. Neitherthe subscription term or any renewal term identified in Exhibit A shall apply. Anyextension or renewal may be subject to approval by the City Council of the City ofSanta Ana.INSURANCEInsurance requirements are attached hereto asExhibit C.CONFLICT OF INTEREST CLAUSEConsultant covenants that it presently has no interests and shall not have interests,direct or indirect, which would conflict in any manner with performance of servicesspecified under this Agreement.No immediate family members of either the Mayor, City Council Member, or anyappointed City Official, including appointed board and commission members, asdefined under the City’s Municipal Code, whose position with the City shall award orinfluence the award of this Agreement, or any competing contract or amendmentthereof, shall be employed in any capacity by the Consultant or have any other director indirect financial benefit or interest in this Agreement.
c. The section also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards, to any former full-time employee for one-year from date of employee separation except for any CalPERS retiree as authorized by City Council resolution d. The Consultant must comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. The Consultant warrants that it is not now aware of any facts which conflict with the prohibitions defined above. If the Consultant hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it must immediately make full written disclosure of such facts to the City. Full written disclosure must include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material breach of this Agreement. e. Consultant covenants that none of its directors, officers, employees, or agents shall participate in selecting or administrating any subcontract supported (in whole or in part) by City funds stemming from the Agreement where the awarding of the subcontract has any direct or indirect financial benefit or interest to any individual, as defined in subsections (b) and (c) above. 6. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons:To City: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Chief of PoliceCity of Santa Ana 60 Civic PlazaSanta Ana CA 92702
To Consultant:Axon Enterprise, Inc. 17800 N. 85thStreet Scottsdale, AZ 85255 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 7. MISCELLANEOUS PROVISIONSa. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. The City has provided this Agreement to incorporate Consultant’s specific requirements for use of the DFR products and services. In the event of any inconsistency or conflict between the Agreement and the attached Exhibits, the terms, conditions and provisions of this Agreement shall govern and control. [signature page to follow]
#2134105v2
EXHIBIT A MASTER SERVICES AND PURCHASE AGREEMENT (DFR) Master Services and Purchasing Agreement
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1.1.1.1.2. "Axon Device" means all hardware provided by Axon under this Agreement. Axon-manufactured Devices are a subset of Axon Devices.1.3. "Quote" means an offer to sell and is only valid for devices and services on the offer at the specified prices. Any inconsistent or supplemental terms within CustomerOrders are subject to prior credit approval. Changes in the deployment estimated ship date may change charges in the Quote. Shipping dates are estimates only. Axon is not responsible for typographical errors in any Quote by Axon, and Axon reserves the right to cancel any orders resulting from such errors.1.4. "Services" means all services provided by Axon under this Agreement, including software, Axon Cloud Services, and professional services.2.Term.This Agreement begins on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated ("Term").2.1.2.2. Upon completion of the Subscription Term, the Subscription Term will automatically renew for an additional 5year term ("Renewal Term"). For purchase of TASER 7 or TASER 10 as a standalone, Axon may increase pricing to its then-current list pricing for any Renewal Term. New devices and services may require additional terms. Axon will not authorize new services until Axon receives a signed Quote or accepts a purchase order, whichever is first.3.4.5.6.7.7.1.Limited Warranty.Axon warrants that Axon-manufactured Devices, except for TASER devices covered under the TASER Appendix, are free from defects in workmanship and materials for one (1) year from the date of and Axon-manufactured accessories, which Axon warrants for nirespectively, from the date of Customerone- (1-) year hardware warranty through the extended warranty term purchased.
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7.2.Disclaimer. All software and Axon Cloud Services are provided "AS IS," without any warranty of any kind, either express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Axon Devices and Services that are not manufactured, published or performed by Axon ("Third-Party Products"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 result 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, -manufactured Device with the same or like Axon-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,and the replaced 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 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.(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 Customer resells Axon Devices.7.5.1.To the extent permitted by law, the above warranties and remedies are exclusive. Axon disclaims all other warranties, remedies, and conditions, whether oral, written, statutory, or implied. If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limited to the duration of the warranty described above and by the provisions in this Agreement. 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.7.5.2.7.6.7.7.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.8.8.1.Trial Products may include Axon beta software or firmware which additional terms may be required8.2..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.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 return 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 to9., but not limited to,Axon Justice Implementation, FUSUS, anoutside of the SOW, Quote, or this Agreement Any applicable 10.11.or feature12.Combined Offeringsin a Quote combine existing and pre-released Axon Devices or Services. Some offerings combined offering13.14.15.
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16.17.17.1.17.2.17.3.18.19.19.1.19.2.19.3.19.4.19.5.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 warrants 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.19.6.
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19.7.19.8.19.9.19.10.19.11.Notices to Customer shall19.12.Axon Enterprise, Inc.
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Axon Cloud Services Terms of Use Appendix1.Definitions.1.1.Data Controllerwith others determines the purposes and means of the processing of Personal Data. 1.2.Data ProcessorPersonal Data on behalf of the Data Controller. 1.3. "Customer Content" 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 UserCloud 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 Datatenant, 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.Subprocessorthat 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. business records. Customer is solely responsible for uploading, sharing, 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 Customer Content or Axon Cloud Services violates this Agreement or applicable laws; (c) maintaining necessary Master Services and Purchasing Agreement
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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 ter5.1 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 regulation 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 contact Axon immediately if an 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.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 Customer 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 tenant. Customer will not see this option with Axon Cloud Services unless Axon has enabled Wi-Fi Positioning for 8.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 originates from Axon Capture or an Axon Device. Axon may charge Customer additional fees for exceeding purchased storage amounts. Axon may place Customer Content that Customer has not viewed or accessed for six (6) months into archival storage. Customer Content in archival storage will not have immediate availability and may take up to twenty-four (24) hours to access.8.1.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.8.2.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 Customeror any End Uof Axon Cloud Services immediately upon notice, if Customer or End UAxon 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; (cor 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 Master Services and Purchasing Agreement
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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 and without any warranty of any kind.12.3.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.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. 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 -Party ComponentsCustomer, 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 comply with the lawful terms and conditions of agreements with such third parties. Axon does not represent or warrant that the FUSUS cloud services and the Customer Content are compatible with any 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.
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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 requirsystems, and undertaking data analytics. 15.Axon Community Request Storage.If offering, Customer may store an unlimited amount of data submitted through the public portal ("Portal Content"), -termination provisions outlined in the Axon Cloud Services Terms of Use Appendix also apply to Portal Content.16.Performance Auto-Tagging Data.If offering, Axon will in order to provide services and features of Axon Performance to Customer.17.Axon Cloud Services Restrictions.Customer and Customer End Users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to:17.1.copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud Services; 17.2.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;17.3.access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas;17.4.use trade secret information contained in Axon Cloud Services, except as expressly permitted in this Agreement;17.5.access Axon Cloud Services to build a competitive device or service or copy any features, functions, or graphics of Axon Cloud Services;17.6.remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark 17.7.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.18.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. 19.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 Customerdata egress service, will result in additional fees and Axon will not warrant or guarantee data integrity or readability in the external system.20.U.S. Government Rights.If Customer is a U.S. Federal department or using Axon Cloud Services on behalf of aU.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 s needs or are inconsistent in any respect with federal law, Customer will immediately discontinue use of Axon Cloud Services. 21.Survival.Upon any termination of this Agreement, the following sections in this Appendix will survive: CustomerOwns Customer Content, Privacy, Storage, Axon Cloud Services Warranty, Customer Responsibilities and Axon Cloud Services Restrictions.
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AI Technology AppendixThis 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.include: (a) Enhanced Evidence Management; (b) AI-powered redaction tools; (c) Large Language Model-e 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.Scope and Usage.2.1.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.2.2.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 not train their models on Customer Content. product development efforts like AI model training. Even in those cases, Axon operates carefully on redacted data and not on Customer Content.2.3.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:2.3.1.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).2.3.2.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.2.3.3.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.3.Axon Responsibilities.3.1.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. 3.2.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.3.3.Transparency.Axon will provide documentation describing AI functionalities and their intended use and disclose any material limitations, risks, or Model Drift incidents.3.4.Incident Response.Axon will promptly address and rectify anomalies in AI functionalities, as outlined in its incident management procedures.3.5.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.
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4.Customer Responsibilities.4.1.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.4.2.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 4.3.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 the right to restrict such usage.5.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:5.1.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.5.2.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.5.3.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 most accurate and up-to-date policy guidance. Changes to policies may not be reflected immediately, and it is the Customer's responsibility to ensure data integrity by uploading the most current documents and removing outdated versions.6.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.7.Brief One.Brief One includes automatic summarization of all products that can be transcribed. If Customer subscribes to Brief One, Customer may utilize Brief One with no limit on the number of pieces of evidence or cases. Notwithstanding the foregoing, Axon may limit evidence and case summaries for cases with over one thousand (1000) pieces of evidence or after three hundred (300) cases per End User per month for two (2) consecutive months in a row.8.Auto-Transcribe.This section outlines licensing terms for -Transcribe:8.1.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 provisionedto Customer by Axon.8.2.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 Capture footage. With regard to Axon Interview Room, Axon Fleet, Axon Community Request, or third-party transcription, transcription must be requested on demand. Notwithstanding the foregoing, Axon may limit usage after 5,000 minutes per user per month for multiple months in a row. Axon will not bill for overages.9.Amendments.Axon reserves the right to amend this Appendix to reflect changes in applicable laws or improvements Devices and Services after the effective date constitutes acceptance of the updated terms.
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Axon Customer Experience Improvement Program Appendix1.Axon Customer Experience Improvement Program (ACEIP).The ACEIP is designed todevelopment of technology, such as building and supporting automated features, to ultimately increase safety within communities and drive efficiency in public safety. To this end, subject to the limitations on Axon as described below, Axon, where allowed by law, may make limited use of Customer Content from all of its customers to provide, develop, improve, and support current and future Axon products (collectively, "ACEIP Purposes"). However, at all times, Axon will comply with its obligations pursuant to the Axon Cloud Services Terms of Use Appendix to maintain a comprehensive data security program (including compliance with the CJIS Security Policy for Criminal Justice Information), privacy program, and data governance policy, including high industry standards of de-identifying Personal Data, to enforce its security and privacy obligations for the ACEIP. ACEIP has 2 tiers of participation, Tier 1 and Tier 2. By default, Customer will be a participant in ACEIP Tier 1. If Customer does not want to participate in ACEIP Tier 1, Customer can revoke its consent at any time. If Customer wants to participate in Tier 2, as detailed below, Customer can check the ACEIP Tier 2 box below. If Customer does not want to participate in ACEIP Tier 2, Customer should leave box unchecked. At any time, Customer may revoke its consent to ACEIP Tier 1, Tier 2, or both Tiers.2.ACEIP Tier 1.2.1. When Axon uses Customer Content for the ACEIP Purposes, Axon will extract from Customer Content and may store separately copies of certain s12.2.Expiration of ACEIP Tier 13.ACEIP Tier 21For example; (a) when extracting specific text to improve automated transcription capabilities, text that could be used to directly identify a particular individual would not be extracted, and extracted text would be disassociated from identifying metadata of any speakers, and the extracted text would be split into individual words and aggregated with other data sources (including publicly available data) to remove any reasonable ability to link any specific text directly or indirectly back to a particular individual; (b) when extracting license plate data to improve Automated License Plate Recognition (ALPR) capabilities, individual license plate characters would be extracted and disassociated from each other so a complete plate could not be reconstituted, and all association to other elements of the source video, such as the vehicle, location, time, and the surrounding environment would also be removed; (c) when extracting audio of potential acoustic events (such as glass breaking or gun shots), very short segments (<1 second) of audio that only contains the likely acoustic events would be extracted and all human utterances would be removed.
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Professional Services Appendix1.Utilization of Services2.Axon
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4.Body-5.CEW Services
6.Smart Weapon Transition Service
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*Note: CEW Full-Service packages for TASER 7 or TASER 10 include Smart Weapon Transition Service 7.System set up and configuration (Remote Support)Instructor-led setup of Axon VR headset contentConfigure Customer settings based on Customer needTroubleshoot IT issues with Axon VR headsetAxon instructor training (Train the Trainer)Training for up to five (5) Customer's in-house instructors who can support Customer's Axon VR CET and SIM training needs after Axon has fulfilled its contracted on-site obligationsClassroom and practical training sessionsStep-by-step explanation and assistance for Customer's configuration of Axon VR CET and SIM functionality, basic operation, and best practices8.System set up and configuration (Remote Support)Instructor-led setup of Axon Air App (ASDS)Configure Customer settings based on Customer needConfigure drone controllerTroubleshoot IT issues with Axon EvidenceAxon instructor training (Train the Trainer)Training for Customer's in-house instructors who can support Customer's Axon Air and Axon Evidence -site obligationsClassroom and practical training sessionsStep-by-step explanation and assistance for Customer's configuration of Axon Respond+ livestreaming functionality, basic operation, and best practices9.10.Signal Sidearm Installation Servicea.b.11.. Axon Justice Implementation includes advanced remote project planning, configuration support, and training. Axon Justice Implementation includesSystem set up and configurationAxon collaborates with the Client to configure workflows, permissions, and privileges within Axon will facilitate a workflow discussion with the core admin team.
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DisclosuresAxon enables the Client to share digital evidence to the defense through the following methods as determined by Client and Axon:1. Public Defender Case Sharing2. Disclosure Portal 3. Download LinksTrainingAgency 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 Go-Live PlanAxon 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 packetAxon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guidePost go-live review12.Out of Scope Services13.Delivery of Services14.Access Computer Systems to Perform Services15.Site Preparation16.AcceptanceIf Axon does not receive the signed Acceptance Form or written notification of reasons for rejection within seven (7) calendar days of Master Services and Purchasing Agreement
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delivery of the Acceptance Form, the professional services will be deemed accepted by Customer.17.Customer Master Services and Purchasing Agreement
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Technology Assurance Plan Appendix1.TAP Warranty.The TAP specific warranty is an extended warranty that starts at the end of the one- (1-) year hardware limited warranty. 2.Officer Safety Plan3.OSP 7 or OSP 10 Term4.TAP RefreshAxon DeviceDevice RefreshDevice RefreshDevice 5.TAP Dock Axon Device 6.Refresh Delay.Device Device 7.Upgrade ChangeAxon Device Refreshes8.Return of Original 9.TerminationIfor expires9.1. TAP and OSP coverage terminate as of the date of termination and no refunds will be given.9.2. A9.3 Customer must make any missed payments due to the termination before Customer may purchase any future TAP or OSP.
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Axon Auto-Tagging Appendix1.Scope.Axon Auto-Tagging consists of the development of a module to allow Axon Evidence to interact with Customer-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 CustomerCAD 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 Evidence3.Changes4.Customer4.1. Make 4.2. Make 4.3. Provide 4.4. Provide 4.5. Promptly 4.6. Ensure 4.7. Provide 4.8. Provide Axon with remote access to CustomerAxon Evidence4.9. Notify 4.10. Ensure 5.A Master Services and Purchasing Agreement
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Axon Respond Appendix1.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 2.Scope of 3.Axon Body in the United States including U.S. territories, Additional verification will be required for use in select international regions4.Axon Fleet LTE Requirements5.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 outhird 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 re6.Termination Master Services and Purchasing Agreement
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Axon Virtual Reality Content Terms of Use AppendixIf Virtual Reality is included on the Quote, this Appendix applies.1.Term2.Headsets3.License Restrictions3.1. modify, tamper with, repair, or otherwise create derivative works of Virtual Reality 3.2. reverse engineer, disassemble, or decompile Virtual Reality 3.3. copy Virtual Reality 3.4. use trade secret information contained in Virtual Reality 3.5. resell, rent, loan or sublicense Virtual Reality 3.6. access Virtual Reality 3.7. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark 4.Privacy.Customerthe 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 Master Services and Purchasing Agreement
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Axon Evidence Local Software Appendix1.License2.Term3.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 c3.3. 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 contain3.6. 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, 3.8. remove, alter4.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 Master Services and Purchasing Agreement
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Axon Application Programming Interface Appendixor a subscription to Axon Cloud Services are included on the Quote.1.Definitions1.1. "1.2. "1.3. "1.4. "Use" means any operation on Customerdata enabled by the supported API functionality.2.Purpose and Lice2.1. Customer2.2. Axon 2.3. Axon 3.Configuration.Customer will work independently to configure CustomerAPI Client with API Service for Customerapplicable Use. Customer will be required to provide certain information (such as identification or contact details) as part of the registration. Registration information provided to Axon must be accurate. Customer will inform Axon promptly of any updates. Upon Customerregistration, Axon will provide documentation outlining API Service information. 4.Customer4.1. use API Service in any way other than as expressly permitted under 4.2. use in any way that results in4.3. perform an action with the intent of introducing any 4.4. interfere with, modify, disrupt or disable features or functionality of API Service or the servers or net4.5. revers4.6. create an API Interface that functions substantially the same as API Service and offer it for use by third parties;4.7. provide us4.8. frame or mirror4.9. make available to a 4.10. take any action or inaction resulting in illegal, unauthorized or improper purposes4.11. disclose Axon5.API Content Master Services and Purchasing Agreement
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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 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 Content6.1. s6.2. c6.3. m6.4. remove, alter, or obscure any confidentiality or proprietary rights not7.API Updates Master Services and Purchasing Agreement
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Axon Channel Services AppendixThis Appendix applies if Customer purchases Axon Channel Service, as set forth on the Quote.1.Definitions1.1. "1.2. "1.3. "2.Scope3.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 Use5.Project Management6.Warranty7.Monitoring8.Customer8.1. Make 8.2. Provide 8.3. Provide 8.4. Ensure 8.5. Provide 8.6. Notify 8.7. Ensure Master Services and Purchasing Agreement
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Axon Technical Account Manager AppendixThis Appendix applies if Axon Support Engineer services 1.Axon Technical Account Manager Payment2.Full-Time TAM Scope of Services2.1. A Full-Time TAM will work on-site four (4) days per week, unless an alternate schedule or reporting location is mutually agreed upon by Axon and Customer.2.2. Customer2.3. The purchase of 2.4. The Full-Time TAM OngAssisting with assigning cameras and registering docksMaintaining Connecting Customer to "Early Access" programs for new devicesAccount MaintenanceConducting on-site training on new features and Thoroughly documenting issues and workflows and suggesting new workflows to improveConducting weekly meetings to cover current issues and program statusData AnalysisProviding on-demand Axon usage data to identify trends and insights for improving daily workflowsComparing Proactively monitoring the health of Axon equipment and coordinating returns when neededDirect SupportProviding on-site, Tier 1 and Tier 2 (as defined in Axon's Service Level Agreement) technical support for Axon Proactively monitoring the health of Creating and monitoring RMAs Providing Axon app supportMonitoring and testing new firmware and workflows before they are released to Customerproduction environmentCoordinating bi-Recording and tracking Customer feature requests and major bugs3.Regional TAM Scope of Services.3.1. A Regional TAM will work on-site for three (3) consecutive days per quarter. 3.2. There 3.3. The purchase of 3.4. The Regional TAM service options are listed below:
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Account MaintenanceConducting remote training on new features and Thoroughly documenting issues and workflows and suggesting new Conducting weekly conference calls to cover Visiting Customer quarterly (up to 3 consecutive days) to perform a quarterly business review, discuss Customer's goals for your Axon program, and continue to ensure a successful deployment of Axon DevicesDirect SupportProvCreating and monitoring RMAs remotelyData AnalysisProviding quarterly Axon Comparing Proactively monitoring the health of Axon equipment and coordinating returns when neededCoordinating bi-yearly Voice of Recording and tracking Customer feature requests and major bugs4.Out of Scope Services5.TAM Leave Time Master Services and Purchasing Agreement
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Axon Training Pod Appendix1.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.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 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 AppendixIf the Quote includes Dedrone Hardware, Dedrone Software, and/or Airspace Security as a Service (collectively,Dedrone Product Appendix shall apply.1.Definitions.1.1means data that Axon maintains regarding a wide variety of drone models and manufacturers 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 Software1.2Quote and does not include any Third-Party Hardware.1.3means 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-tracking software, known as DedroneTracker (formerly DroneTracker), whether deployed on-premise or hosted by Axon as a cloud-analytics software (currently known as Analytics Server), and/or (iii) software and/or firmware deployed or -Party Hardware.1.5-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.2.1Software 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 Agremust 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 and/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 parties2.2Restrictions.Customer will not: (i) use (or allow a third party to use) the Dedrone Products in order to monitor the availability, security, performance, or functionality of the Dedrone Products, or for any other benchmarking or competitive purposes; (ii) market, sublicense, resell, lease, loan, transfer, or otherwise commercially exploit the Dedrone Products; (iii) modify, create derivative works, decompile, reverse engineer, attempt to gain access to the source code, or copy the Dedrone Products or any of their components; (iv) use the Dedrone Products to conduct any fraudulent, malicious, or illegal activities; or (v) use the Dedrone Products in contravention of any 3.Customer Obligations.3.1Compliance.Customer will use the Dedrone Products only in accordance with applicable specifications (the of the United States or any other country. Customer acknowledges that due to the nascent nature of drone detection and mitigation technologies applicable laws and regulations may be changing or emerging over time, in compliant with the current laws and regulations that may apply, including but not limited to those that may apply to advanced features available directly or indirectly exported, re-exported, or used to provide services in violation of such export laws and regulations. Axon reserves the right to suspend use of any Dedrone Products operating in violation of such laws, following written notice to Customer. If Customer uses a radio jammer, or any other controlled device, in connection with the Dedrone Software, Customer represents to Axon that it is authorized to do so by the relevant authorities, that it will do so only in accordance with such authorization, and it will provide supporting documentation regarding such authorization upon request. Customer may be required to obtain legal Master Services and Purchasing Agreement
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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. 3.2Computing 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.4.1Data.If Customer licenses Dedrone Software, as part of its operation, the Dedrone Software may collect and the Dedrone Software, which may include (i) information 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 (collectivelrecording of the detected drones, including flight path ("Video Data") (Sensor Data and Video Data are collectively 4.2Use 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 customers, or government and law enforcement entities, with or without compensation. Customer acknowledges that Axon may learn from the performance or use of any Dedrone Product, and Axon shall have the sole right to exploit any modification, enhancement or improvement of any Dedrone Product resulting from such learning.4.3User Data.To the extent Axon uses User login information, including name, email, username, and password deidentified and anonymized, and will not be identified 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.4.4Security.4.5No Access.Except for User Data, Axon does not (and will not) collect, process, store, or otherwise have access 5.Ownership.5.1Axon 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.5.2Customer 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 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. #2134105v2
EXHIBIT BAXON Quote #
Q-750055-46042MTIssued: 01/20/2026
Quote Expiration: 02/28/2026Estimated Contract Start Date: 08/15/2026Account Number: 105857Payment Terms: N30Mode of Delivery: UPS-GNDCredit/Debit Amount: $0.00Santa Ana Police Dept - CA60 CIVIC CENTER PLZSANTA ANA,CA92701-4060USASanta Ana Police Dept - CA20 Civic Center PlzSanta AnaCA92701-4058USAEmail:Lauren GauerPhone: 480-580-3639Email: [email protected]:Scott FahrneyPhone:Email: [email protected]:
Payment Summary DateSubtotalTaxTotalJul 2026 $243,320.51 $6,678.49 $249,999.00Jul 2027 $214,628.03 $5,890.97 $220,519.00Jul 2028 $206,708.26 $5,673.58 $212,381.84Total$664,656.80$18,243.04$682,899.84
Quote Unbundled Price: $520,006.15Quote List Price: $520,006.15Quote Subtotal: $664,656.80PricingAll deliverables are detailed in Delivery Schedules section lower in proposalItem DescriptionQtyTermUnbundled List PriceNet PriceSubtotalTaxTotalA la Carte Hardware101250 AXON AIR - SKYDIO PARACHUTE FOR X10 3 $4,000.00 $4,000.00 $12,000.00 $1,110.00 $13,110.00A00008 BUNDLE - AXON AIR DFR SINGLE DOCK 3 36 $111,304.43 $4,239.48 $457,863.84 $16,023.96 $473,887.80A00030 AXON AIR R10 PATROL KIT BUNDLE 2 36 $8,826.43 $532.68 $38,352.96 $1,109.08 $39,462.04A la Carte Software 102468 AXON AIR - SKYDIO CONNECT DATA PLAN FOR R10 1 36 $165.00 $165.00 $5,940.00 $0.00 $5,940.00A la Carte Services 100966AXON AIR - SKYDIO WAIVER APPLICATION - PUBLIC SAFETY1 $20,000.00 $20,000.00 $20,000.00 $0.00 $20,000.00101901 AXON AIR - SKYDIO PROGRAM DEPLOYMENT 1 12 $5,000.00 $5,000.00 $60,000.00 $0.00 $60,000.00101499 AXON AIR - SKYDIO X10 DOCK COMMISSIONING 2 $35,250.00 $35,250.00 $70,500.00 $0.00 $70,500.00Total$664,656.80$18,243.04$682,899.84Delivery ScheduleHardware BundleItemDescriptionQTYShipping LocationEstimated Delivery DateAXON AIR R10 PATROL KIT BUNDLE 102471 AXON AIR - SKYDIO R10 PATROL HW KIT 2 1 07/15/2026BUNDLE - AXON AIR DFR SINGLE DOCK 101736 AXON AIR - SKYDIO X10 DOCK HW KIT 3 1 07/15/2026A la Carte 101250 AXON AIR - SKYDIO PARACHUTE FOR X10 3 1 07/15/2026Software BundleItemDescriptionQTYEstimated Start DateEstimated End DateAXON AIR R10 PATROL KIT BUNDLE 100112 AXON AIR - EVIDENCE.COM LICENSE - PILOT DATA 2 08/15/2026 08/14/2029AXON AIR R10 PATROL KIT BUNDLE 102467 AXON AIR - SKYDIO R10 SUBSCRIPTION PLAN 2 08/15/2026 08/14/2029BUNDLE - AXON AIR DFR SINGLE DOCK 100112 AXON AIR - EVIDENCE.COM LICENSE - PILOT DATA 3 08/15/2026 08/14/2029BUNDLE - AXON AIR DFR SINGLE DOCK 101199 AXON AIR - SKYDIO DFR COMMAND 3 08/15/2026 08/14/2029A la Carte 102468 AXON AIR - SKYDIO CONNECT DATA PLAN FOR R10 1 08/15/2026 08/14/2029Services BundleItemDescriptionQTYAXON AIR R10 PATROL KIT BUNDLE 12021 AXON AIR - PROFESSIONAL IMPLEMENTATION 1BUNDLE - AXON AIR DFR SINGLE DOCK 101502 AXON AIR - SKYDIO X10 DOCK COMMISSIONING & TRAINING 1BUNDLE - AXON AIR DFR SINGLE DOCK 102294 AXON AIR - SKYDIO DOCK FOR X10 - MAINT. AND REPAIR - PREMIUM 3A la Carte 100966 AXON AIR - SKYDIO WAIVER APPLICATION - PUBLIC SAFETY 1
Services BundleItemDescriptionQTYA la Carte 101499 AXON AIR - SKYDIO X10 DOCK COMMISSIONING 2A la Carte 101901 AXON AIR - SKYDIO PROGRAM DEPLOYMENT 1Warranties BundleItemDescriptionQTYEstimated Start DateEstimated End DateBUNDLE - AXON AIR DFR SINGLE DOCK 101508 AXON AIR - SKYDIO - CARE FOR X10 CELLULAR 5G + VT300-Z 3YR 3
Shipping LocationsLocation NumberStreetCityStateZipCountry160 CIVIC CENTER PLZ SANTA ANA CA 92701-4060 USAPayment DetailsJul 2026Invoice PlanItemDescriptionQtySubtotalTaxTotalYear 1 100966 AXON AIR - SKYDIO WAIVER APPLICATION - PUBLIC SAFETY 1 $7,321.69 $0.00 $7,321.69Year 1 101250 AXON AIR - SKYDIO PARACHUTE FOR X10 3 $4,393.01 $406.35 $4,799.36Year 1 101499 AXON AIR - SKYDIO X10 DOCK COMMISSIONING 2 $25,808.95 $0.00 $25,808.95Year 1 101901 AXON AIR - SKYDIO PROGRAM DEPLOYMENT 1 $21,965.07 $0.00 $21,965.07Year 1 102468 AXON AIR - SKYDIO CONNECT DATA PLAN FOR R10 1 $2,174.54 $0.00 $2,174.54Year 1 A00008 BUNDLE - AXON AIR DFR SINGLE DOCK 3 $167,616.84 $5,866.12 $173,482.96Year 1 A00030 AXON AIR R10 PATROL KIT BUNDLE 2 $14,040.41 $406.02 $14,446.43Invoice Upon Fulfillment A00030 AXON AIR R10 PATROL KIT BUNDLE 2 $0.00 $0.00 $0.00Total$243,320.51$6,678.49$249,999.00Jul 2027Invoice PlanItemDescriptionQtySubtotalTaxTotalYear 2 100966 AXON AIR - SKYDIO WAIVER APPLICATION - PUBLIC SAFETY 1 $6,458.31 $0.00 $6,458.31Year 2 101250 AXON AIR - SKYDIO PARACHUTE FOR X10 3 $3,874.99 $358.44 $4,233.43Year 2 101499 AXON AIR - SKYDIO X10 DOCK COMMISSIONING 2 $22,765.55 $0.00 $22,765.55Year 2 101901 AXON AIR - SKYDIO PROGRAM DEPLOYMENT 1 $19,374.93 $0.00 $19,374.93Year 2 102468 AXON AIR - SKYDIO CONNECT DATA PLAN FOR R10 1 $1,918.12 $0.00 $1,918.12Year 2 A00008 BUNDLE - AXON AIR DFR SINGLE DOCK 3 $147,851.35 $5,174.39 $153,025.74Year 2 A00030 AXON AIR R10 PATROL KIT BUNDLE 2 $12,384.78 $358.14 $12,742.92Total$214,628.03$5,890.97$220,519.00Jul 2028Invoice PlanItemDescriptionQtySubtotalTaxTotalYear 3 100966 AXON AIR - SKYDIO WAIVER APPLICATION - PUBLIC SAFETY 1 $6,220.00 $0.00 $6,220.00Year 3 101250 AXON AIR - SKYDIO PARACHUTE FOR X10 3 $3,732.00 $345.21 $4,077.21Year 3 101499 AXON AIR - SKYDIO X10 DOCK COMMISSIONING 2 $21,925.50 $0.00 $21,925.50Year 3 101901 AXON AIR - SKYDIO PROGRAM DEPLOYMENT 1 $18,660.00 $0.00 $18,660.00Year 3 102468 AXON AIR - SKYDIO CONNECT DATA PLAN FOR R10 1 $1,847.34 $0.00 $1,847.34Year 3 A00008 BUNDLE - AXON AIR DFR SINGLE DOCK 3 $142,395.65 $4,983.45 $147,379.10Year 3 A00030 AXON AIR R10 PATROL KIT BUNDLE 2 $11,927.77 $344.92 $12,272.69Total$206,708.26$5,673.58$212,381.84
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 ConditionsAxon Enterprise Inc. Sales Terms and ConditionsAxon 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.
\s1\ \d1\ Signature Date Signed1/20/2026
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EXHIBIT C Insurance Requirements
Insurance Requirements Exhibit C
Consultant shall procure and maintain for the duration of the contract insurance against claims for security breaches, system failures, injuries to persons, damages to software, damages to property data, infringement of intellectual property, invasion of privacy and breach of data, which may arise from or in connection with the performance of the work hereunder by Consultant, its agents, representatives, or employees. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 general aggregate. 2. Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering code 1 (any auto, with limits no less than $1,000,000 combined single limits. 3. Cyber Liability (CL): Insurance, with limits not less than $2,000,000 per occurrence or claim and $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, and release of private information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. 3. Technology Professional Liability-Errors and Omissions Insurance (E&O): appropriate to the Consultantoccurrence and $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Consultant in this agreement and shall include, but not be limited to, claims involving business interruption, damage to or destruction of electronic information, and alteration of electronic information. The policy shall provide coverage for Consultant The Policy shall include, or be endorsed to include, damage to, alteration of, loss of, or destruction of Customer in the care, custody, or control of Consultant. 4. (WC): As required by the State of California, with statutory limits, employee, for bodily injury or disease. If Consultant maintains broader coverage and/or higher limits than the minimums shown above for any line of coverage, Customer requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to Customer.
Insurance Requirements Exhibit C
Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following provisions: 1. City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant and AL policies, with respect to any liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. Consultant of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of Consultantwhich arise from work performed by Consultant under this Agreement. 3. For any claims related to this contract, Consultantany insurance maintained by City of Santa Ana, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds, ensuring that Consultantply separately to each insured against whom a claim is made or 5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment of premium. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Santa Ana Police Department, 60 Civic Center Plaza, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate. Self-Insured Retentions Self-insured retentions must be declared to and approved by Customer. Customer may require Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A-:VII, unless otherwise acceptable to Customer. Claims Made Policies If any of the required policies provide coverage on a claims-made basis:
Insurance Requirements Exhibit C
1. The retroactive date must be shown and must be before the date of the contract. 2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of work. 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Consultant three (3) years after completion of work. Verification of Coverage Consultant shall furnish Customer with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause). Failure to obtain the required documents prior to the work beginning shall not waive ConsultantCustomer reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Subcontractors Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. Special Risks or Circumstances Customer reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Failure to Maintain Insurance Coverage If Consultant, for any reason, fails to maintain insurance coverage, which is required pursuant to this Agreement, for the entire term of this contract, the same shall be deemed a material breach of Agreement. Customer, at its sole option, may terminate this Agreement at any time and obtain damages from Consultant resulting from said breach.