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Master Services and Purchasing Agreement for Agency
<br /> Title: Master Services and Purchasing Agreement between Axon and Agency
<br /> Department: Legal
<br /> Version: 19.0
<br /> Release Date: 8/18/2023 Page 19 of 40
<br />Axon Fleet Appendix
<br />If Axon Fleet is included on the Quote, this Appendix applies.
<br />1. Agency Responsibilities.
<br />19. Agency must ensure its infrastructure and vehicles adhere to the minimum requirements to operate Axon Fleet
<br />2 or Axon Fleet 3 (collectively, "Axon Fleet") as established by Axon during the qualifier call and on-site
<br />assessment at Agency and in any technical qualifying questions. If Agency’s representations are inaccurate, the
<br />Quote is subject to change.
<br />20. Agency is responsible for providing a suitable work area for Axon or Axon third-party providers to install Axon
<br />Fleet systems into Agency vehicles. Agency is responsible for making available all vehicles for which installation
<br />services were purchased, during the agreed upon onsite installation dates, Failure to make vehicles available
<br />may require an equitable adjustment in fees or schedule.
<br />2. Cradlepoint. If Agency purchases Cradlepoint Enterprise Cloud Manager, Agency will comply with Cradlepoint’s end
<br />user license agreement. The term of the Cradlepoint license may differ from the Axon Evidence Subscription. If
<br />Agency requires Cradlepoint support, Agency will contact Cradlepoint directly.
<br />3. Third-party Installer. Axon will not be liable for the failure of Axon Fleet hardware to operate per specifications if
<br />such failure results from installation not performed by, or as directed by Axon.
<br />4. Wireless Offload Server.
<br />4.1. License Grant. Axon grants Agency a non-exclusive, royalty-free, worldwide, perpetual license to use Wireless
<br />Offload Server ("WOS"). "Use" means storing, loading, installing, or executing WOS solely for data
<br />communication with Axon Devices for the number of licenses purchased. The WOS term begins upon the start
<br />of the Axon Evidence Subscription.
<br />4.2. Restrictions. Agency may not: (a) modify, alter, tamper with, repair, or create derivative works of WOS; (b)
<br />reverse engineer, disassemble, or decompile WOS, apply any process to derive the source code of WOS, or
<br />allow others to do so; (c) access or use WOS to avoid incurring fees or exceeding usage limits; (d) copy WOS
<br />in whole or part; (e) use trade secret information contained in WOS; (f) resell, rent, loan or sublicense WOS;
<br />(g) access WOS to build a competitive device or service or copy any features, functions or graphics of WOS;
<br />or (h) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and
<br />trademark notices) of Axon or Axon’s licensors on or within WOS.
<br />4.3. Updates. If Agency purchases WOS maintenance, Axon will make updates and error corrections to WOS
<br />("WOS Updates") available electronically via the Internet or media as determined by Axon. Agency is
<br />responsible for establishing and maintaining adequate Internet access to receive WOS Updates and
<br />maintaining computer equipment necessary for use of WOS. The Quote will detail the maintenance term.
<br />4.4. WOS Support. Upon request by Axon, Agency will provide Axon with access to Agency’s store and forward
<br />servers solely for troubleshooting and maintenance.
<br />5. Axon Vehicle Software.
<br />5.1. License Grant. Axon grants Agency a non-exclusive, royalty-free, worldwide, perpetual license to use ViewXL
<br />or Dashboard (collectively, "Axon Vehicle Software".) "Use" means storing, loading, installing, or executing
<br />Axon Vehicle Software solely for data communication with Axon Devices. The Axon Vehicle Software term
<br />begins upon the start of the Axon Evidence Subscription.
<br />5.2. Restrictions. Agency may not: (a) modify, alter, tamper with, repair, or create derivative works of Axon Vehicle
<br />Software; (b) reverse engineer, disassemble, or decompile Axon Vehicle Software, apply any process to derive
<br />the source code of Axon Vehicle Software, or allow others to do so; (c) access or use Axon Vehicle Software
<br />to avoid incurring fees or exceeding usage limits; (d) copy Axon Vehicle Software in whole or part; (e) use trade
<br />secret information contained in Axon Vehicle Software; (f) resell, rent, loan or sublicense Axon Vehicle
<br />Software; (g) access Axon Vehicle Software to build a competitive device or service or copy any features,
<br />functions or graphics of Axon Vehicle Software; or (h) remove, alter or obscure any confidentiality or proprietary
<br />rights notices (including copyright and trademark notices) of Axon or Axon’s licensors on or within Axon Vehicle
<br />Software.
<br />DocuSign Envelope ID: 2C761ADF-E7E7-47CB-90C8-565956429D82
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