|
Master Services and Purchasing Agreement for Agency
<br />
<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 2 of 40
<br />fitness for a particular purpose and non-infringement. Axon Devices and Services that are not
<br />manufactured, published or performed by Axon ("Third-Party Products") are not covered by Axon’s
<br />warranty and are only subject to the warranties of the third-party provider or manufacturer.
<br />7.3. Claims. If Axon receives a valid warranty claim for an Axon-manufactured Device during the warranty term,
<br />Axon’s sole responsibility is to repair or replace the Axon-manufactured Device with the same or like Axon-
<br />manufactured Device, at Axon’s option. A replacement Axon-manufactured Device will be new or like new.
<br />Axon will warrant the replacement Axon-manufactured Device for the longer of (a) the remaining warranty of
<br />the original Axon-manufactured Device or (b) ninety (90) days from the date of repair or replacement.
<br />7.3.1. If Agency exchanges an Axon Device or part, the replacement item becomes Agency’s property, and
<br />the replaced item becomes Axon’s property. Before delivering an Axon-manufactured Device for
<br />service, Agency must upload Axon-manufactured Device data to Axon Evidence or download it and
<br />retain a copy. Axon is not responsible for any loss of software, data, or other information contained in
<br />storage media or any part of the Axon-manufactured Device sent to Axon for service.
<br />7.4. Spare Axon Devices. At Axon's reasonable discretion, Axon may provide Agency a predetermined number of
<br />spare Axon Devices as detailed in the Quote ("Spare Axon Devices"). Spare Axon Devices are intended to
<br />replace broken or non-functioning units while Agency submits the broken or non-functioning units, through
<br />Axon’s warranty return process. Axon will repair or replace the unit with a replacement Axon Device. Title and
<br />risk of loss for all Spare Axon Devices shall pass to Agency in accordance with shipping terms under Section
<br />5. Axon assumes no liability or obligation in the event Agency does not utilize Spare Axon Devices for the
<br />intended purpose.
<br />7.5. Limitations. Axon’s warranty excludes damage related to: (a) failure to follow Axon Device use instructions;
<br />(b) Axon Devices used with equipment not manufactured or recommended by Axon; (c) abuse, misuse, or
<br />intentional damage to Axon Device; (d) force majeure; (e) Axon Devices repaired or modified by persons other
<br />than Axon without Axon’s written permission; or (f) Axon Devices with a defaced or removed serial number.
<br />Axon’s warranty will be void if Agency resells Axon Devices.
<br />7.5.1. To the extent permitted by law, the above warranties and remedies are exclusive. Axon
<br />disclaims all other warranties, remedies, and conditions, whether oral, written, statutory, or
<br />implied. If statutory or implied warranties cannot be lawfully disclaimed, then such warranties
<br />are limited to the duration of the warranty described above and by the provisions in this
<br />Agreement. Agency confirms and agrees that, in deciding whether to sign this Agreement, it
<br />has not relied on any statement or representation by Axon or anyone acting on behalf of Axon
<br />related to the subject matter of this Agreement that is not in this Agreement.
<br />7.5.2. Axon’s cumulative liability to any party for any loss or damage resulting from any claim,
<br />demand, or action arising out of or relating to any Axon Device or Service will not exceed the
<br />purchase price paid to Axon for the Axon Device, or if for Services, the amount paid for such
<br />Services over the twelve (12) months preceding the claim. Neither Party will be liable for direct,
<br />special, indirect, incidental, punitive or consequential damages, however caused, whether for
<br />breach of warranty or contract, negligence, strict liability, tort or any other legal theory.
<br />7.6. Online Support Platforms. Use of Axon's online support platforms (e.g., Axon Academy and MyAxon) is
<br />governed by the Axon Online Support Platforms Terms of Use Appendix available at www.axon.com/sales-
<br />terms-and-conditions.
<br />7.7. Third-Party Software and Services. Use of software or services other than those provided by Axon is
<br />governed by the terms, if any, entered into between Agency and the respective third-party provider, including,
<br />without limitation, the terms applicable to such software or services located at www.axon.com/sales-terms-
<br />and-conditions, if any.
<br />7.8. Axon Aid. Upon mutual agreement between Axon and Agency, Axon may provide certain products and
<br />services to Agency, as a charitable donation under the Axon Aid program. In such event, Agency expressly
<br />waives and releases any and all claims, now known or hereafter known, against Axon and its officers, directors,
<br />employees, agents, contractors, affiliates, successors, and assigns (collectively, "Releasees"), including but
<br />not limited to, on account of injury, death, property damage, or loss of data, arising out of or attributable to the
<br />Axon Aid program whether arising out of the negligence of any Releasees or otherwise. Agency agrees not to
<br />make or bring any such claim against any Releasee, and forever release and discharge all Releasees from
<br />liability under such claims. Agency expressly allows Axon to publicly announce its participation in Axon Aid and
<br />use its name in marketing materials. Axon may terminate the Axon Aid program without cause immediately
<br />upon notice to the Agency.
<br />8. Statement of Work. Certain Axon Devices and Services, including Axon Interview Room, Axon Channel Services,
|