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Axon Agreement
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2022
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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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Entry Properties
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: 6E39B049-FgFB-4568-8844-67D824308E87 <br />AAXON Master Services and Purchasing Agreement <br />between Axon and Agency (Online) <br />6 <br />7 <br />5 <br />10 <br />11 <br />any technological measures in Skydio Software <br />activate, access or use an Advanced Software <br />Advanced Software Package purchased by <br />benchmarking or performance data applicable to <br />to limit its installation, use or access; (x) unlock, <br />on any device other than as permitted under an <br />Customer; and (xi) publish or release any <br />the Skydio Software. <br />@F+lttity. Subject to the terms and conditions of this Agreement, Customer may transfer the <br />Base Software, including any relevant Base Software license iights, only on a permanent basis andas part of the sale or transfer of the Skydio Hardware on which the Base'Software is loaded, <br />provided that Customer retains no copies of any version of the Skydio Software. With the exceptionof the Base Software, Customer may not transfer any other StyAio Sofiware or other SkydioSoftware lice_nse rights granted herein to another person or entity without the express writtenpermission of Skydio, unless allowed by applicabte law stating that transfer may not be restricted. <br />Eveluation l.icgnse. Skydio may make certain Skydio Software available in object code form to <br />end users only for evaluation, training or other limited non-commercial purposeswithout charging <br />a Fee ("Evaluatlon License"). Where Skydio has provided an Evaluation License, all of the termsof this Agreement shall apply except that (i) Customer's license rights shall be limited to the <br />evaluation of that Skydio_ Soflware, (ii) Customer shall not be required to pay a Fee for the <br />evaluation-of that Skydio Sofhrare and (iii) Skydio shall have the righi to revokb the license to theSkydio Software at any time and for any reason. <br />Updates' The terms and conditions of this Agreement shall apply to all Updates or additional <br />gopies of the. Skydio Software. S_ubject to the terms and conditioni of this Agreement, includingCustome/s timely payment of all Fees due and owed to Skydio, Skydio wiil provide or make <br />available to Customer, during the Support Term, Updates for Base Sofh,vare, Mobile Apps and any <br />Advanced Sofhryare that was enabled under the purchased Advanced Software nackilge on the <br />Authorized Units. Notwithstanding any other provision of this Agreement, Customer has io license <br />or right to use any Updates to the Advanced Software unless Customer hotds a valid license to the <br />Advanced Software and has pajd any required Fees for such Advanced Software. Updates are <br />solely provided on a'When-and-if-available" basis and as made generally available by Skydio to its <br />customers. Customershall-promptly install any Updates that Skydio designates as requiriO for the <br />continued safe operation of Skydio Hardware or operation of any Advanced Software. <br />Proofietarv Noticgs.. .Customer agrees to maintain and reproduce all copyright and otherproprietary notices on all copies, in any form, of the Skydio Software in the same iorin anO manner <br />that such copyright and other proprietary notices are included on the Skydio Software. <br />lntelleptqgl PrppqrtV. Customer agrees that all worldwide patent, copyright and other intellectual <br />Propqrty rights in the Product, and all copies of the Software however made (including copies pre- <br />insr,alled on the Skydio Hardware purchased by Customer) are the exclusive propeity dt SfirAio <br />and its suppliers. All Skydio Software is licensed to Customer, not sotd. nn rifnti not expresslygranted to Customer in this Agreement are reserved by Skydio and its suppliers. There are no <br />implied licenses under this Agreement. <br />FegS. Skydio reserves the right to suspend and/or terminate access to the Skydio Software if any <br />undisputed fees for Skydio Hardware or Software are past due. Such suspension or termination <br />shall not relieve customer from its obligation to pay all undisputed amounts. <br />Th-ird Party $oftware and Open,.Squlrce Software. The Skydio Software may include third party <br />software, and open source software ("OSS"), and such software is provided under separate license <br />terms. <br />8 <br />I <br />11.1 To the extent the licenses for any OSS requires Skydio to make available to Customer the <br />corresponding source code included in the Skydio Software, Customer may obtain a copy <br />of the applicable OSS source code by sending a written request to legal@skydio.com. The <br />OSS license terms shall take precedence over this Agreement to the extent that this <br />restrictions on Customer than the OSS license <br />Department: Legal <br />Version: 1.0 <br />Release D ate'. 3 / 3 Ll 2OZI <br />n <br />Page 35 of 47
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