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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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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-F9F9-456B-8844-67D824308E87 <br />AAXCN Master Services and Purchasing Agreement <br />between Axon and Agency (Online) <br />correct any critical error in the Advanced sofhryare that causes the Advanced Software to beinoperable ("Erro/'),all in accordance with Skydio's support policies published on its Website, asupdated from time to time. Errors do not include, and Skydio has no obligation to correct, <br />malfunctions caused in whole or in part by modification of Software , the operation of third-partyproducts or the integration of Software with or into third-party products, improper installation of the <br />Advanced Software or other Software, or the use of Software other than in accordance with the <br />applicable specifications provided by Skydio.Support is only available for the current and singleprior major release of Advanced Software. No other services are included under this Agreement. <br />22 Admlnlstrators. Customer shall designate up to three (3) of its employees to administer theServices on its behalf and serve as points of contact in communicating"witir us, as set forth in theapplicable Confirmation.ol gs.otherwise agreed by the parties in writing (?dmlntstrators',). lf aperson named as an Administrator leaves Customer's employ, Customer'may designate another <br />one of its employees to serve as Administrator to replace the departing employee. <br />ln4emn!fleatipn. Skydio will indemnifu Customer's officers, directors, and employees ("Gustomer <br />lndemnitees") against all claims, demands, losses, and reasonable expenses arising out of a thirO-party claim against an Customer lndemnitee resulting from any negligent act, error Jr omission, or <br />willfulm_isconduct by Skydio under this Agreement, except to ihe eGnt of Customer's negligence <br />or willful misconduct, or claims under workers compensation. <br />lP lndem.nification. Skydio will indemnify Customer lndemnitees against all claims, losses, and <br />re-asonable expenses from any third-party claim alleging that the use of Stydio products or servicesinfringes^or misappropriates the third-party's. intelle;tu;l property rights. bustomer must prompgy <br />provide Skydio with written notice of such claim, tender to Skydio the defense or seftlemeni of suc[claim at Skydio's expense and cooperate fully with Skydio'in the defense or setflement of suchclaim' Skydio's lP indemnification obligations do not apply to claims based on (a) modification ofSkydio Products or services by Customer or a third-party nbt approved by Skydiol (U1 use of Skydio <br />Products and services in combination with hardware or services not approveO Oj St<yOio; (c) useof Skydio Products and services other than as permitted in this Agreement; or 1O; uie oi bfydio <br />Software that is not the most current release provided by Skydio. <br />9ttstomqr BeSoqnsibilities. Customer is responsible for (a) Customer's use of Skydio products; <br />(b) breach of this Agreement or violation of applicable law by Customer or a Customer's authorized <br />end.user; and (c) a dispute between Customer and a third-party over Customer's use of SkydioProducts. <br />Expgrt.Salgs and Expgrt Gontrols. Customer acknowledges that the Skydio Products, services <br />and technology arc subject to export controls under the lawl and regulations of the United States(U.S.). Customer shall comply with such laws and regulations governi-ng use, export, re-export, and <br />transfer of Skydio Products, services and technology and shilt ontain all required U.S. and local <br />authorizations, permits, or licenses. Skydio and Customer each agree to provide the other suchinformation and assistance as may reasonably.be required by lhe other in conneclion with securingsuch authorizations and licenses, and to take timely action to obtain all required supportin! <br />documentation. <br />25 <br />26 <br />23 <br />24 <br />pyright @ 2021 Skydio, lnc. <br />Skydio, lnc. <br />1 14 Hazel Ave., <br />Redwood City, CA 94061 <br />leoal@skvdio.com <br />SKYDIO is a trademark and service mark of Skydlo, lnc. Visit Skydio's Web Site at www.skydio.com <br />Axon CommanderrM Software Appendix <br />5 l=icense. Axon owns all executable instructions, images, icons, sound, and text in Commander. Allrights are reserved to Axon. Axon grants a non-exclusive, royalty-free, worldwide right and license <br />I tge: <br />Department: <br />rYrasEer servtces an6 <br />Legal <br />Version:1.0 <br />Release Oatei 3/ 3L/ ZOZL <br />Agreement Detween Axon ano Agency (unilne) <br />Page 38 of47
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