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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 34 of 40
<br />Axon Investigate Appendix
<br />If the Quote includes Axon's On Prem Video Suite known as Axon Investigate or Third Party Video Support License, the
<br />following appendix shall apply.
<br />1. License Grant. Subject to the terms and conditions specified below and upon payment of the applicable fees set
<br />forth in the Quote, Axon grants to Agency a nonexclusive, nontransferable license to install, use, and display the Axon
<br />Investigate software ("Software") solely for its own internal use only and for no other purpose, for the duration of
<br />subscription term set forth in the Quote. This Agreement does not grant Agency any right to enhancements or updates,
<br />but if such are made available to Agency and obtained by Agency they shall become part of the Software and
<br />governed by the terms of this Agreement.
<br />2. Third-Party Licenses. Axon licenses several third-party codecs and applications that are integrated into the
<br />Software. Users with an active support contract with Axon are granted access to these additional features. By
<br />accepting this agreement, Agency agrees to and understands that an active support contract is required for all of the
<br />following features: DNxHD output formats, decoding files via the "fast indexing" method, proprietary file metadata,
<br />telephone and email support, and all future updates to the software. If Agency terminates the annual support contract
<br />with Axon, the features listed above will be disabled within the Software. It is recommended that users remain on an
<br />active support contract to maintain the full functionality of the Software.
<br />3. Restrictions on Use. Agency may not permit any other person to use the Software unless such use is in accordance
<br />with the terms of this Agreement. Agency may not modify, translate, reverse engineer, reverse compile, decompile,
<br />disassemble or create derivative works with respect to the Software, except to the extent applicable laws specifically
<br />prohibit such restrictions. Agency may not rent, lease, sublicense, grant a security interest in or otherwise transfer
<br />Agency’s rights to or to use the Software. Any rights not granted are reserved to Axon.
<br />4. Term. For purchased perpetual Licenses only—excluding Licenses leased for a pre-determined period, evaluation
<br />licenses, companion licenses, as well as temporary licenses--the license shall be perpetual unless Agency fails to
<br />observe any of its terms, in which case it shall terminate immediately, and without additional prior notice. The terms
<br />of Paragraphs 1, 2, 3, 5, 6, 8 and 9 shall survive termination of this Agreement. For licenses leased for a pre-
<br />determined period, for evaluation licenses, companion licenses, as well as temporary licenses, the license is granted
<br />for a period beginning at the installation date and for the duration of the evaluation period or temporary period as
<br />agreed between Axon and Agency.
<br />5. Title. Axon and its licensors shall have sole and exclusive ownership of all right, title, and interest in and to the
<br />Software and all changes, modifications, and enhancements thereof (including ownership of all trade secrets and
<br />copyrights pertaining thereto), regardless of the form or media in which the original or copies may exist, subject only
<br />to the rights and privileges expressly granted by Axon. This Agreement does not provide Agency with title or ownership
<br />of the Software, but only a right of limited use.
<br />6. Copies. The Software is copyrighted under the laws of the United States and international treaty provisions. Agency
<br />may not copy the Software except for backup or archival purposes, and all such copies shall contain all Axon’s notices
<br />regarding proprietary rights as contained in the Software as originally provided to Agency. If Agency receives one
<br />copy electronically and another copy on media, the copy on media may be used only for archival purposes and this
<br />license does not authorize Agency to use the copy of media on an additional server.
<br />7. Actions Required Upon Termination. Upon termination of the license associated with this Agreement, Agency
<br />agrees to destroy all copies of the Software and other text and/or graphical documentation, whether in electronic or
<br />printed format, that describe the features, functions and operation of the Software that are provided by Axon to Agency
<br />("Software Documentation") or return such copies to Axon. Regarding any copies of media containing regular
<br />backups of Agency's computer or computer system, Agency agrees not to access such media for the purpose of
<br />recovering the Software or online Software Documentation.
<br />8. Export Controls. None of the Software, Software Documentation or underlying information may be downloaded or
<br />otherwise exported, directly or indirectly, without the prior written consent, if required, of the office of Export
<br />Administration of the United States, Department of Commerce, nor to any country to which the U.S. has embargoed
<br />goods, to any person on the U.S. Treasury Department’s list of Specially Designated Nations, or the U.S. Department
<br />of Commerce’s Table of Denials.
<br />9. U.S. Government Restricted Rights. The Software and Software Documentation are Commercial Computer
<br />Software provided with Restricted Rights under Federal Acquisition Regulations and agency supplements to them.
<br />Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii)
<br />of the Rights in Technical Data and Computer Software clause at DFAR 255.227-7013 et. Seq. or 252.211-7015, or
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