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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: 6E398049-FgFB-4568-8844-67D824308E87 <br />A AXCN lL*::"'il?":^ilils:lE'tfl*i*emen, <br />12 <br />13 <br />14 <br />11-2 The use of third party software or applications, or the integration of such software orapplications with the Skydio Software, (collectively, 'Third Party Appllcations"), mayresult in Customer data or information being transierred to a thiri pirty. SfVOio is notresponsible for, 31d Customer agrees to hold Skydio harmless, for any dita or information <br />transferred to third parties in connection with your use of Third Party Applications. <br />GomEerqlal [em. The Skydio Software and associated documentation are "commercial items" <br />as defined at FAR 2.'101 and according 1o DFAR section 252.2277014(a)(1) and (5) are deemedto be "commercial comPuter software' and "commercial computer ioftr,vare ciocumentation."Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification,reproduction, release, performance, display, or disclosure of such commercial software orcommercial sofllvare doc.umentatigl by the U.S. Government will be governed solety by the terms <br />of this Agreement and will be prohibited except to the extent expresfly permined Uy tfie terms ofthis Agreement. <br />terms. Customer acknowledges receipt of notices <br />initial delivery of the Skydio Software. <br />forthe Open Source Components for the <br />Term.and Termlnatlpn. This Agreement is effective upon Skydio Software purchase, activation or <br />download, as applicable, and shall continue untilterminated. - <br />13.1 Pald Llcense Term. Each Advanced Softrrvare Package purchased hereunder shall have <br />its own Skydio License Term. Each Skydio License Teim' shalt have an initial term for thetime period set forth on the Quote and.that the Skydio License Term shall automatically <br />extend for successive additional one (1) year renewal terms thereafter if any (subject t6payment of the then-cunent applicable license fees for each such renewat ieim; Lnless <br />either party give notice to the other of its intention not to renew the Skydio License Term <br />at least thirty (30) days before expiration of the then-curent initial or renewal term, as thecase may be ('Renewal Terms). lf a Skydio License Term is not set forth in the euote,each Skydio License Term shall have an initial term that commenoes upon the date ofprovisioning of the Skydio Softryare and expires one (1) year later; provided, however, that <br />the Skydio License Term shallautomatically_extend perthe RenewalTerms. Unless Skydio <br />terminates this Agreement for breach by Customer, the perpetual licenses to use Eiase <br />Software shall survive. <br />13-2 Free or Trial Llcense l3rm. lf you have obtained a license to a free version of the SkydioSoftware, then your license will continue until terminated in accordance with thisAgreement. !f you have obtained a trial license to the Skydio Software, then your license <br />will continue for such time period as may be specified Uy-SryAio with respectio such trial(and if no period is specified, for 30 days). Skydio may terminate a triallicense at any time <br />in its sole discretion. <br />13.3 Terminatlon. ,skydio may terminate Customer's license rights under this Agreement <br />immediately without notice if Cuslomer fails to comply with any terms of lhis Agrjement or <br />Gustomer fails to make any payment as required hereunder.-ln no event wilitermination <br />relieve Customer of its obligation to pay any fees payable for Skydio Hardware or Sofiware.Upon termination or expiration of this Agreement for any reason, Customer shallimmediately cease using any Skydio Softwire and must aestroy or return to Siydio all <br />copies of the Skydio Softtilare and associated documentation in ils possession or control.The,following sections shall survive the termination or expiration of this Agreement: <br />Sections 1, Z(al, 2(b), 2(d), 4, 5 and t-26. <br />Stlel Llfe. Skydio may discontinue the provision of any Skydio Software, support or Updates inits sole discretion in accordance with, and any licensei grinted herein are'iubject io, SfyOioProduct End of Life Policy, which is available at https:{suooort.srydio.com/hc7en- <br />us/articles/360057153714, and is hereby incorporated by referenffi <br />masrer servtces ano <br />Department: Legal <br />Version:1.0 <br />Release Datet 3/3t/2O2L <br />rurcnasrng Agreement oerween Axon ano Agency (unilne, <br />Page 36 of 47
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