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DocuSign En velope ID: 0EC69969-E942-45F5-BB2B-2F08CC50DE06
<br />19 l nd~n n ifka t fo 11. Axon will indemnif y an d d efend the Agency lndemn i t ees (the Agency's
<br />officers, dl r ect o rs, and employees ) f rom and against all clalms, demands, losses,
<br />liabilit ies, r easonable costs and exp ens es arisi ng out of a claim by a t h ird party against
<br />an Ag ency ln d emni tee resulting from any negligent act , error or o m ission , or willful
<br />misconduct of Axo n under or related to thi s Agreement, except In the ca se of negligent
<br />acts, om i ss ions or willful mis co nduct of the Agency or claims that fall under Workers
<br />Compensation coverage.
<br />Axon's cumulatl ve liablllty to any Party for any loss or damage resulting from any
<br />claims, demands, or actlons arising out of or relatlng to any Axpn product will not
<br />exceed the purchase price paid to Axon for the product or If for serv i ces, the amount
<br />paid for such services over the prior 12 months preceding the claim. In no event will
<br />either Party be liable for any direct, special, indirect, lncldental, exemplary, punitive
<br />or consequential damages, however caused, whether for breach of warranty, breach
<br />of contract, negligence, strict liability, tort or under any other legal theory.
<br />20 IP Rights. Axon owns and reserves all right, tltle, and Interest In the Axon Products and
<br />related software, as well as any suggestions made to Axon,
<br />21 IP lndemnlfl ca !on, Axon will defend, indemnify, and hold the Agency lndemnitees
<br />harmless from and aga i nst any claims, damages, losses, liabilities, costs, and expenses
<br />(including reasonable attorneys' fees) ar ising out of or relating to any third-party claim
<br />a!leging that use of Axon Products or Services as permitted under this Agreement
<br />Infringes or misappropriates the Intellectual property rights of a third party. The Agency
<br />must provide Axon with prompt written notice of such a cla!m, tender to Axon the defense
<br />or settlement of such a claim at Axon's expense , and cooperate fully with Axon In th e
<br />defense or settlement of such a claim.
<br />22
<br />23
<br />Axon has no liab l l!ty to the Agency or any th i rd party if any alleged infringement or claim
<br />of Infringement is to any extent based upon: (a) any modification of the Evidence.com
<br />Services by the Agency or any third party not approved by Axon; (b) use of the
<br />Evidence.com Services in connection or in combination with equipment, devices, or
<br />services not approved or recommended by Axon; (c) the use of Evidence.com Services
<br />other than as permitted under this Agreement or in a manner for which It was not
<br />Intended; or (d) the use of other than the most current release or version of any software
<br />provided by Axon as part of or in connection with the Evidence.com Services. Nothing In
<br />this Section will affect any warranties in favor of the Agency that are otherwise provided
<br />in or arise out of th i s Agreement.
<br />Agency Re s ponsibilities. The Agency is responsible fo r (i) use of any activities under the
<br />Agency Evidence .com account and use by Agency employees and agents, (ii) breach of
<br />this Agreement or violation of applicable law by the Agency or any of the Agency's end
<br />users, (ill) Agency Content or the combination of Agency Cont ent with other applications,
<br />content or processes, including any claim involving alleged Infri ngement or
<br />misappropriation of third party rights by Agency Content or by the use of Agency Content,
<br />(iv) a dispute between the Agency and any third party over Agency use of Axon products
<br />or the collection or use of Agency Content, (v) any hardware or networks that the Agency
<br />connects to the Evidence.com Services, and (vi) any security settings the Agency
<br />establishes to interact with or on the Evidence.com Services,
<br />Termination.
<br />23.1 By Either Party. Either Party may terminate for cause upon 30 days advance notice
<br />to the oth er Party lf there is any material default or breach of this Agreement by
<br />t h e other Party , unless the defaulting Party has cured the material default or
<br />breach within the 30-day notice period. In the event that the Agency terminates
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