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HomeMy WebLinkAboutAR18-010 AXON TASER 60 Unlimited terms Axon Enterprise, Inc.’s TASER 60 Unlimited Terms and Conditions Title: Axon Enterprise, Inc.’s TASER 60 Unlimited Terms and Conditions (Online) Page 1 of 4 Department: Sales/Customer Service Version: 2.0 Release Date: 4/5/2017 These TASER 60 Unlimited Terms and Conditions (Agreement) apply to your purchase from Axon Enterprise, Inc. (Axon) under TASER 60 Unlimited. TASER 60 Unlimited provides CEW hardware extended warranty coverage, CEW Products, and CEW accessories. The initial delivery, and each year thereafter, will also include 3 training cartridges. For the initial delivery of duty cartridges, X26 users will receive 2 duty cartridges, while X2 users will receive 3 duty cartridges. One PPM battery per user will be delivered to the Agency in Year 3 of this Agreement, unless otherwise requested. In the event the Agency is purchasing TASER 60 Unlimited for use with TASER CAM, the Agency will not receive the PPM or a substitute. 1. Term. The term start date is based upon the initial shipment date of the hardware covered under TASER 60 Unlimited (Start Date). The TASER 60 Unlimited term will end 5 years after the Start Date (Term). 2. TASER 60 Unlimited Requirements. In order to make a purchase under TASER 60 Unlimited, the Agency must purchase the TASER 60 Unlimited plan for each TASER Conducted Electrical Weapon (CEW) user. A CEW user includes an officer that uses a Conducted Electrical Weapon (CEW) in the line of duty, as well as officers that only use a CEW for training purposes. The Agency may not resell cartridges or batteries received under the TASER 60 Unlimited Program. The Agency may only request additional PPMs and duty cartridges as PPMs and duty cartridges are consumed in the line of duty, which will be provided by Axon at no charge. Upon reasonable notice, Axon reserves the right to audit the Agency’s use of force records if the Agency is ordering more cartridges or batteries than is customary compared to an Agency of similar size. In the event the audit determines the Agency’s use of force records do not support the Agency’s reported cartridge and battery use, the Agency will pay the MSRP of each cartridge and battery delivered to the Agency beyond what was supported by the Agency’s use of force records. 3. Payment Terms. Axon invoices for the TASER 60 Unlimited plan on an annual basis. Agency will be invoiced upon the Start Date and then upon the anniversary of the Start Date for the remainder of the Term. Invoices are due to be paid within 30 days of the date of invoice. Payment obligations are non-cancelable and fees paid are non-refundable and all amounts payable will be made without setoff, deduction, or withholding. For users added in the middle of any annual cycle, the Agency will pay a true-up fee for those additional users. These additional licenses will be co-termed with the Agency’s existing licenses. Additional users that are added before the third year payment will receive a PPM, while additional users that are added after the third year payment will not receive a PPM. 4. Taxes. Unless the Agency provides a valid and correct tax exemption certificate applicable to the purchase and ship- to location, the Agency is responsible for sales and other taxes associated with the order. 5. Shipping; Title; Risk of Loss; Rejection. Axon reserves the right to make partial shipments and products may ship from multiple locations. All shipments are E.X.W. via common carrier and title and risk of loss pass to the Agency upon delivery to the common carrier by Axon. The Agency is responsible for all freight charges. Any loss or damage that occurs during shipment is the Agency’s responsibility. Shipping dates are estimates only. 6. Returns. All sales are final and no refunds or exchanges are allowed, except for warranty returns or as provided by state or federal law. 7. Hardware Limited Warranty. Axon warrants that its law enforcement hardware products are free from defects in workmanship and materials for a period of ONE (1) YEAR from the date of receipt. Extended warranties run from the date of purchase of the extended warranty through the balance of the 1-year limited warranty term plus the term of the extended warranty measured after the expiration of the 1-year limited warranty. CEW cartridges and Smart cartridges that are expended are deemed to have operated properly. Axon-Manufactured Accessories are covered under a limited 90-DAY warranty from the date of receipt. Non- Axon manufactured accessories are covered under the Axon Enterprise, Inc.’s TASER 60 Unlimited Terms and Conditions Title: Axon Enterprise, Inc.’s TASER 60 Unlimited Terms and Conditions (Online) Page 2 of 4 Department: Sales/Customer Service Version: 2.0 Release Date: 4/5/2017 manufacturer’s warranty. If Axon determines that a valid warranty claim is received within the warranty period, Axon agrees to repair or replace the Product. Axon’s sole responsibility under this warranty is to either repair or replace with the same or like Product, at Axon’s option. 8. Warranty Limitations. The warranties do not apply and Axon will not be responsible for any loss, damage, or other liabilities arising from: (a) damage from failure to follow instructions relating to the Product’s use; (b) damage caused by use with non-Axon products or from the use of cartridges, batteries or other parts, components or accessories that are not manufactured or recommended by Axon; (c) damage caused by abuse, misuse, intentional or deliberate damage to the product, or force majeure; (d) damage to a Product or part that has been repaired or modified by persons other than Axon authorized personnel or without the written permission of Axon; or (e) if any Axon serial number has been removed or defaced. To the extent permitted by law, the warranties and remedies set forth above are exclusive and Axon disclaims all other warranties, remedies, and conditions, whether oral or written, statutory, or implied, as permitted by applicable law. If statutory or implied warranties cannot be lawfully disclaimed, then all such warranties are limited to the duration of the express warranty described above and limited by the other provisions contained in this Agreement. Axon’s cumulative liability to any Party for any loss or damage resulting from any claims, demands, or actions arising out of or relating to any Axon product will not exceed the purchase price paid to Axon for the product or if for services, the amount paid for such services over the prior 12 months preceding the claim. In no event will either Party be liable for any direct, special, indirect, incidental, exemplary, punitive or consequential damages, however caused, whether for breach of warranty, breach of contract, negligence, strict liability, tort or under any other legal theory. 9. Warranty Returns. If a valid warranty claim is received by Axon within the warranty period, Axon agrees to repair or replace the Product which Axon determines in its sole discretion to be defective under normal use, as defined in the Product instructions. Axon’s sole responsibility under this warranty is to either repair or replace with the same or like Product, at Axon’s option. For warranty return and repair procedures, including troubleshooting guides, please go to Axon’s website www.axon.com/support . A replacement product will be new or like new and have the remaining warranty period of the original product or 90 days from the date of replacement or repair, whichever period is longer. Any replacement item becomes Purchaser’s property and the replaced item becomes Axon’s property. 10. TASER 60 Unlimited Warranty Coverage. TASER 60 Unlimited includes extended warranty coverage for the TASER CEW handle and as described in the Hardware Limited Warranty. TASER 60 Unlimited warranty coverage starts at the beginning of the Term and continues as long as the Agency continues to pay the required annual fees for TASER 60 Unlimited during the Term. The Agency may not have both an optional extended warranty and TASER 60 Unlimited on the TASER CEW product. 11. Spare Product. For orders of more than 30 units, Axon will provide a predetermined number of Spare Product for the TASER CEW hardware listed in the Quote (“Spare Products”) to keep at the Agency location to replace broken or non-functioning units in order to improve the availability of the units to officers in the field. The Agency must return to Axon, through Axon’s RMA process, any broken or non-functioning units for which a Spare Product is utilized, and Axon will repair or replace the non-functioning unit with a replacement product. Axon warrants it will repair or replace the unit which fails to function for any reason not excluded by the warranty coverage, during the Term with the same product or a like product, at Axon’s sole option. Within 30 days of the termination of this Agreement for any reason the Agency must return to Axon all Spare Products. The Agency will be invoiced for and are obligated to pay to Axon the MSRP then in effect for all Spare Products not returned to Axon. Axon Enterprise, Inc.’s TASER 60 Unlimited Terms and Conditions Title: Axon Enterprise, Inc.’s TASER 60 Unlimited Terms and Conditions (Online) Page 3 of 4 Department: Sales/Customer Service Version: 2.0 Release Date: 4/5/2017 12. Product Warnings. See our website at www.axon.com for the most current product warnings. 13. Design Changes. Axon reserves the right to make changes in the design of any of Axon’s products and services without incurring any obligation to notify the Agency or to make the same change to products and services previously purchased. Axon may replace end of life products with the next generation of that product without notifying the Agency. 14. TASER 60 Unlimited Termination. If an invoice for TASER 60 Unlimited is more than 30 days past due, then Axon may terminate TASER 60 Unlimited. Axon will provide notification that TASER 60 Unlimited coverage is terminated. Once TASER 60 Unlimited coverage is terminated for any reason, then: 14.1. TASER 60 Unlimited coverage will terminate as of the date of termination and no refunds will be given. 14.2. The Agency will be invoiced and obligated to pay for the remainder of the MSRP for TASER 60 Unlimited Products received before the termination date. In the case of termination for non-appropriations, Axon will not invoice the Agency if the Agency returns the CEW, battery, holster, and unused cartridges to Axon within 30 days of the date of termination. 14.3. The Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future TASER 60 Unlimited plan. 15. Excusable Delays. Axon will use commercially reasonable efforts to deliver all products and services ordered as soon as reasonably practicable. In the event of interruption of any delivery due to causes beyond Axon’s reasonable control Axon has the right to delay or terminate the delivery with reasonable notice. 16. Proprietary Information. The Agency agrees that Axon has and claims various proprietary rights in the hardware, firmware, software, and the integration of ancillary materials, knowledge, and designs that constitute Axon products and services, and that the Agency will not directly or indirectly cause any proprietary rights to be violated. 17. Import and Export Compliance. In connection with this Agreement, each Party will comply with all applicable import, re- import, export, and re-export control laws and regulations. 18. Assignment. The Agency may not may assign or otherwise transfer this Agreement without the prior written approval of Axon. 19. Severability. This Agreement is contractual and not a mere recital. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. 20. Governing Law; Venue. The laws of the state where the Agency is physically located, without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between the Parties. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. 21. Entire Agreement. This Agreement, the TASER Assurance Plan Appendix (if applicable), and the quote provided by Axon, represents the entire agreement between the Parties. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between the Parties, whether written or verbal, regarding the subject matter of this Agreement. No modification or amendment of any portion of this Agreement will be effective unless in writing and signed by the Parties to this Agreement. Axon Enterprise, Inc.’s TASER 60 Unlimited Terms and Conditions Title: Axon Enterprise, Inc.’s TASER 60 Unlimited Terms and Conditions (Online) Page 4 of 4 Department: Sales/Customer Service Version: 2.0 Release Date: 4/5/2017 TASER Assurance Plan (Purchased with TASER 60 Only) Appendix If The TASER Assurance Plan or “TAP” has been purchased in addition to the TASER 60 Unlimited plan, this Appendix will apply to the Agency’s purchase. TAP provides Upgrade Models at the end of the TAP Term. TAP only applies to the Axon Product listed in the Quote with the exception of any initial hardware or any software services offered for, by, or through the Evidence.com website. The Agency may not buy more than one TAP for any one covered Product. 1 TAP Term. TAP Term start date is based upon the shipment date of the hardware covered under TAP. If the shipment of the hardware occurred in the first half of the month, then the Term starts on the 1st of the following month. If the shipment of the hardware occurred in the second half of the month, then the Term starts on the 15th of the following month. 2 TAP Upgrade Models. For CEW Upgrade Models Axon will upgrade Products, free of charge, with a new unit that is the same product or a like product, in the same weapon class (“Upgrade Model”). For example: (a) if the Product is a single bay CEW, then Agency may choose any single bay CEW model as the Agency’s Upgrade Model; (b) if the Product is a multibay CEW, then Agency may choose any multi-bay CEW model as the Upgrade Model; and (c) if the Covered Product is a TASER CAM recorder, then the Agency may choose any TASER CAM model as an Upgrade Model. To continue TAP coverage for the Upgrade Model, the Agency must elect TAP and will be invoiced for the first year payment at the time the upgrade is processed. The TAP payment amount will be the rate then in effect for TAP. Agency may elect to receive the Upgrade Model anytime in the 5th year of the TAP term as long as the final payment has been made. Any products replaced within the six months prior to the scheduled upgrade will be deemed the Upgrade Model. Thirty days after the Upgrade Models are received, the Agency must return the original products to Axon or Axon will deactivate the serial numbers for the products received. The Agency may buy a new TAP for any Upgraded Model. 3 TAP Termination. If an invoice for TAP is more than 30 days past due then Axon may terminate TAP and all outstanding Product related TAPs. Axon will provide notification that TAP coverage is terminated. Once TAP coverage is terminated for any reason, then: 3.1. TAP coverage will terminate as of the date of termination and no refunds will be given. 3.2. Axon will not and has no obligation to provide the free Upgrade Models. 3.3. The Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future TAP. 3.4. If the Agency received a credit towards the first TAP or TASER 60 payment as part of a trade-in promotion, then upon cancellation/termination the Agency will be assessed a $100 cancellation fee for each covered Product. ,  AXON, Axon, TASER CAM, and TASER are trademarks of Axon Enterprise, Inc., some of which are registered in the US and other countries. For more information, visit www.axon.com/legal. All rights reserved. © 2017 Axon Enterprise, Inc.