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Axon Agreement
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02. February
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2022-02-15 10:00 AM - Commissioners' Agenda
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Axon Agreement
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Last modified
2/25/2022 2:47:58 PM
Creation date
2/25/2022 2:47:05 PM
Metadata
Fields
Template:
Meeting
Date
2/15/2022
Meeting title
Commissioners' Agenda
Location
Commissioners' Auditorium
Address
205 West 5th Room 109 - Ellensburg
Meeting type
Regular
Meeting document type
Fully Executed Version
Supplemental fields
Alpha Order
r
Item
Request to Approve a Contract between Kittitas County and AXON Enterprise, Inc. for Vehicle-Based Video Evidence Systems
Order
18
Placement
Consent Agenda
Row ID
86034
Type
Agreement
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DocuSign Envelope lD: 6E399049-FgFB-4568-8844-67D824308E87 <br />AAXON Master Services and Purchasing Agreement <br />between Axon and Agency (Online) <br />Skydio Terms of Use Appendix1 Definitions. <br />"Advanced Software" means optional capabilities, functions or other features of the Onboard <br />Software that may be specified and identified as such in the Quote. Skydio's characterization of <br />capabilities, functions or other features as Advanced Software shall be dispositive. Notwithstanding <br />any other provision herein, a software feature that is locked or otherwise disabled unless or until <br />an Advanced Software Package is purchased for such software feature shall be deemed an <br />Advanced Software. Advanced Software does not include Mobile Apps. <br />"Advanced Software Package" means an optional, additional-charge license right, specified in <br />the Quote, pursuant to which Skydio shall unlock Advanced Software to permit Custorirer to use <br />Advanced software (and in some cases the skydio Hardware that it controls). <br />"Authorized Devlces" are (a) mobile devices that Customer owns or is authorized to use, and (b) <br />controllers purchased by Customer hereunder, which in each case (a) and (b) are used by <br />customer to operate the skydio Hardware purchased by customer hereunder. <br />"Base Sofhitare" means capabilities, functions or other features of the Onboard Sofiware that are <br />both: (a) standard caf'abilities, functions or other features available and activated on Skydio's base <br />consumer version of Skydio Hardware, and (b) avaibble for use without purchase of Advanced <br />Software Package. Base Sofiware may be specified and identified as standard features in the <br />Quote. Any capability, function, orfeature that is not a Base Software shall be deemed an Advanced <br />Software. <br />"Customer" means the customer procuring Skydio Products or services. <br />"Errof' means a critical error in the Advanced Software that causes the Advanced Software to be <br />inoperable. <br />"Skydio License Term" means with respect to an Advanced Software Package, the term of that <br />Advanced Software Package, including (if applicable) the initial specified term and any renewat <br />terms. <br />"Mobile Apps' means software applications (in executable form only), as may be specified on the <br />Quote, that are specifically intended for use on a mobile device (and any Updates thereto). <br />"Onboard Software" means software, in executable format only, embedded into or othenalise pre- <br />installed on Skydio Hardware as supplied by Skydio, and any Updates thereto, whether or not <br />embedded on read only memory. Onboard Software includes Base Software and Advanced <br />Software. <br />"Skydio Privacy Policy" means Skydio's privacy policy located at https://www.skydio.com/privacy- <br />policy and as it may be amended from time to time by Skydio in its sole discretioh. <br />"Producf' means Skydio Hardware and Software, as provided by Skydio pursuant to this <br />Agreement and any applicable Quote. <br />"Skydio Hardware" means drones and other unmanned aircraft, controllers, docks, accessories <br />and related hardware that Gustomer purchases from Skydio or its distributors or resellers. <br />"Skydio Software" means Onboard Software and Mobile Apps. <br />"Support Term' means, for Base Software, the support term specified in the Quote, and, for each <br />Advanced Software Package, the applicable Skydio License Term for such Advanced Software <br />I tile:servrces ano Purcnastng Ag <br />Department: Legal <br />Version:1.0 <br />Release Datei 3/3L/ZOZL <br />oerween AXon ano Agency (()nttne) <br />Page 33 of 47
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