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Axon Agreement
DocuSign Envelope ID: OEC69969-E942-45F5-BB2B-2F08CC50DE06 Axon Enterprise, •nc. Protec; Ufa. 17@JO N 85th SL Scottsdale , Arizona, 85255 Ur:IIB<J S~tes Phone: (800] 973-2737 SaletJ Rop reso 11tatl v1J : Joseph Marioni Phona: (480) 515-6328 Email: Jmarlonl@taser.com Fax: (480) 360-7713 BILL TO: Klttltas County Sherlfrs Office -WA 307 W. Umptanum Ellensburg, WA 98926 us TASER 60 Unlimited-Due Net 30-Year 1 -.,-l;Jf-t(DLE ~~~I t;:LA.~ J!_j,-_X2 , ,' . _ , PPM, BATTERY PACK, STANDARD, X2/X26P QUOTE: Q-143782-43160.751JM Pri mary Co n1ac1 : Stave Panattoni (509) 962-7525 steve.panattonl@co.kltUtas,wa,us SHIP TO: Steve Panattonl Kittitas County Sherlrrs Office -WA 307 W. Umptanum Rd Ellensburg, WA 98926 us Sta rt Date: 11i27t201 'l· Payment Terms: Net 30 Delivery Method: Fedex -Ground 22010 22601·' .. • '"'·-·-·, .·',· •• < • -•. . '· . t1 • 1·~-·• ·,-,I> ,. \' , • • ·, ,_ ,·;;_; •• .)-j 9 LS J~R, BLAC K_J;Av'/K,)~.IG t'T(~, +4r,ITO_t~KsR~B ..~ .,. .o.eo 0 .00 22157 22151 80137 22002 80137 22010 22013 CARTRIDGE, PERFORMANCE, SMART, TRAINING, 25' ~ .·~ •, ,.. _ !' • • , ·.c·I' ,·• _ • -!'"· .· .. CARTR IDGE; PERF.ORMANCE /SMA RT, 25' . . · .. · ..,,..4 .,-'.. .-.:· .. ,· TASER 60 X2 UNLIMITED N o ' HANDLE, BLACK, CLASS Ill, X2 TASER 60 X2 UNLIMITED PPM, BATTERY PACK, STANDARD, X2/X26P KIT, DATAPORT DOWNLOAD, USB, X2/X26P Q-143782-43160. 751JM l 105 '10'5 35 1 1 1 1 0 .00 -: . ,,o,.oo 0 ,0 0 , ·, ,·-SI.I~ o~i , ......... Estimated Shipping ._ .... : .. .. 0 .0 0 "'I ,0.00 0 .00 · · .'. -11.sio.oo' ...... · · ·, ;-~1s .,., 0 .00 952 .~4 12,572.84 Total 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Subtotal 0.00 Taxes 0,00 Total 0.00 DocuSign Envelope ID : 0EC69969-E942-45F5-BB2B-2F08CC50DE06 Year2 Year3 Year4 Years 85704 'r , .. ;, •' . ... Q-14 3782-43160. 751JM 2 ·35 35 35 432 .00 Subto tal . Tax es Total 432.00 Subtotal Taxes ,15 ,1 20.00 15.120 .00 1,23~.84 18,359.84 . ' -Tot al · · 15,120.00 15,120.00 1_,239 .8, 16.359 .84 Subtotal ..... Taxes' Total 432 .00 ·Subto feJ Taxes Total r .--· rs.13g .~9' 15 ,120 .00 . ., ~ 1.2~1.s·. 16 ,359 .84 15,120.00 r 0.00 . _15~1 1,239 .84 ,. I 16 .359.M DocuSign Envelope ID: 0EC69969-E942-45F5-BB2B-2F08CC50DE06 AXON Discounts (uso) Quote ExplraUon: 04/30i2018 List Amount 76 ,954.24 *Tola/ excludes applicable taxes and shipping TASER 60 Unlimited -Due Net 30 -Year 1 Complimentary Spare -NO COST (min. 30 units) Year2 Year3 Year4 Year 5 12,572.84 0.00 16,359.84 16,359.84 DocuSign Envelope ID: 0EC69969-E942-45F5-BB2B-2F08CC50DE06 Washington State Contract Terms, Condl(loos ard Pricing apply. TASER60 Terms and CondlUons: This quote contains a purehase under the TASER 60 Plan. If yo~r pu,chaae only includes lfie TASE:R 60 Plan, CEWs . and CEW aecesscr!es, then this purchase Is solelyt)I)', rned by the TAS~ ao Terms and C<ir.d ltlons pcsted a~ hltps:!/www.aKon.com/legaUsales·terms-and-condltlons, and the terms and cor:dlUans of Axon's Ms.s!er Services and ?un:haslng Agreement do not apply to Ihle order. You represent that you are I wMty able to enter Into contracts and if you are anteting Into \his agreement for sn entity, S\Jch ~s Iha company, munlclpailty, or government agency you work for. you repre$ent to Ax.on that \'OU have legal authority to bind tt-.at er.lily. If you do not hava this authortty, do not s~n this Quote. Axon's Sales Terms and Conditions By signing this Quote , you certify that yo u have read and agree to tha provisions set forth in this Quote and Axon's Master Services and Purchas ing Agreement (MSPA), posted at httos ·llwww.a xon .c om /te oalfsa1e s-terms -and-condillons, as well as the attached Statement of Work {SO'N) for Axon Fleet and/or Axon Interview Room purchase, if applicable. You represent that you are legally authorized to sign this Agreement on behaif of your enUty, If you do not have this authority, please do not sign this Quote. Signature: Name (Print): 1'10# (Or write N/A): 0, 1) Date: Tltla: Please sign and email to Joseph Marioni at Jma rtonl@taser.com or fax to ( 480) 360-7713 Thank you for being a valued Axon customer. For your convenience on your next order, please checi< out out onllne store b.YY.ill~ Quote: Q-143782-43160 .751JM 'Protect Life '@ and TASER® are rc1gl51ered trademarks of Axon Enterprise, Inc, registered In the U.S. © 2013 <g, •c '-Ll--..:.-p v-< :~• ra"""" 0 Q.L.i_.. ·3 :Lo ·, K Q-143782-43160. 751JM 4 DocuSign Envelope ID: 0EC69969-E942-45F5-BB2B-2F08CC50DE06 EVIDENCE.COM PROSECUTOR SERVICES AGREEMENT Th i s Evidence.com Prosecutor Services Agreement (the Agreement) by and between Axon Enterprise, Inc., (Axon or Party) a Delaware corporation having Its principal place of business at 17800 N 85th Street, Scottsdale, Arizona, 85255, and the Agency listed on the Quote , (Agency, Party or collectively Parties), ts entered Into as of the later of (a) the last signature date on this Agreement, or (b) the slgnature date on the quote (the Effective Date). This Agreement sets forth the terms and conditions for the purchase, delivery, use, and support of Axon products and services as detailed in the Quote Appendix (the Quote), whlch Is hereby Incorporated by reference. In consideration of this Agreement the Parties agree as follows: 1 Term. The Evidence.corn subscrip t ion will begin upon the Effective Date and w!II remain In full force and effect untll termlhatecl by either Party (Term). 2 Definitions. 'Agency Content" means software, data, text, audio, video, Images or other Agency content or any of the Agency's end users (a) run on the Evidence.com Services, (b) cause to Interface with the Evidence.com Services, or (c) upload to the Evidence.com Services under the Agency account or otherwise transfer, process, use or store in connection with the Agency account. "Confidential Information" means all nonpublic Information disclosed by Axon, Axon affi llates, business partners of Axon or their respective employees, contractors or agents that Is designated as confidential or that, given the nature of the Information or clrcumstances surroundlng Its disclosure, reasonably should be understood to be confidential. "Documentation" means the (i) sp ecification s, explanatory or informational mater ials, w.hether In paper or el ectrontc form, that relate to the Evidence.com Service provided under this Agreement, or (ii) user manuals, technical manuals, training manuals, warnings, specification or other explanatory or informational materials, whether In paper or electronic form, that relate to the Products provided under this Agreement. "Evidence.com Service" means Axon web services for Evidence.com, the Evidence.com site, Eviden ce Sync software, Axon Capture App , Axon View App, other software, maintenance, storage, and product or service provided by Axon under this Agreement for use with Evidence.com. This does not Include any third party applications, or the my.evidence.com services. "Policies" means the Trademark Use Guidelines, all restrictions described on the Axon website, and any other policy or terms referenced in or Incorporated into this Agreement. Policies do not Include whitepapers or other marketing materials. "Products" means all Axon equipment, software, cloud based services, Documentation and software maintenance releases and updates provided by Axon under this Agreement. "Quote" Is an offer to sell or to provide, Is valid only for products and services listed on the quote at prices on the quote . Any terms and conditions contained within the Agency's purchase order In response to the Quote will be null and void and shall have no force or effect. Axon Is not responsible for pricing, typographical, or other errors In any offer by Axon and Axon reserves the right to cancel any orders re.suiting from such errors. Axon reserves the right to adjust prices or Products unless otherwise specified in the Quote. TIii-. t\lkllllriu.c.1;1r1 Ptow,r;"41 3*>,ilc:4, A1Jni"'11.,._I Pag~ 1 of e Dop.rtrJ\QIAl!. l11g6l V11nlot\l t,0 A•li!Hmtlat« MlllO'IT DocuSign Envelope ID: 0EC69969-E942-45F5-BB28-2F08CC50DE06 3 Access Rights. Upon the purchase or grantlng of a subscrlption from Axon and the opening of an Evld ence,com account the Agency will have access and use of the Evidence.com Services for the storage and management of Agency Content during the subscription term (Term). The Evidence.com Servlce and data storage are subject to usage limits. The Evidence.com Service may not be accessed by more than the number of end users specifled In the Quote. If Agency becomes aware of any violation of this Agreement by an end user, the Agency will Immediately terminate that end user's acc,ess to Agency Content and the Evidence.com Services, 4 Agency owns Agoncy Content, The Agency controls and owns all right, tltle, and interest In and to Agency Content and except as otherwise outlined herein, Axon obtains no Interest In the Agency Content and the Agency Content are not business records of Axon. The Agency Is solely responsible forthe uploading, sharing, withdrawal, management and deletion of Agency Content. Axon will have limited access to Agency Content solely for the purpose of providing and supporting the Evidence.com Services to the Agency and Agency end users. The Agency represents that the Agency owns Agency Content; and that none of Agency Content or Agency end users' use of Agency Content or the Evidence.com Servlces wlll violate this Agreement or applicable laws. 5 Evldenc~com .Data Security, 5,1 Generally. Axon will implement commercially reasonable and appropriate measures designed to secure Agency Content against accidental or unfawful loss, access or disclosure. Axon will maintain a comprehensive Information Security Program (ISP) that Includes logical and physical access management, vulnerability management, configuration management, Incident monitoring and response, encryption of digital evidence uploaded, security education, risk management, and data protection. The Agency Is responsible for maintaining the security of end user names and passwords and taking steps to maintain appropriate securltY and access by end users to Agency Content. Log-In credentials are for Agency internal use only and Agency may not sell, transfer, or sublicense them to any other entity or person. The Agency agrees to be responslble for all activities undertaken by the Agency, Agency employees, Agency contractors or agents, and Agency end users whlch result In unauthorized access to the Agency account or Agency Content. Audit log tracking for the video data is an automatic feature of the Services which provides details as to who accesses the video data and may be downloaded by the Agency at any time. The Agency shall contact Axon lmmedlately if an unauthorized third party may be using the Agency account or Agency Content or If account information is lost or stolen. 5.2 FBI CJIS Security Addendum. Axon agrees to the terms and requirements set forth In the Federal Bureau of Investigation (FBI) Criminal Justice Information Services (CJIS) Security Addendum for the Term of this Agreement. 6 Axon Support. Axon will make available updates as released by Axon to the Evidence.com Services. Updates may be provided electronically via the Internet. Axon wlll use reasonable efforts to continue supporting the previous version of any software for 6 months after the change (except if doing so (a) would pose a security or Intellectual property issue, (b) Is economfcally or technically burdensome, or (c) Is needed to comply with the law or requests of governmental entities. The Agency is responsible for maintaining the computer equipment and Internet connections necessary for use of the Evidence.com Services. Ti4ktl f-,lfdofl,'!l..com i>roMr;alWlr 58McM-A!lttiM'IIBM Page 2 of S o., __ loool Vf!{ II~ 1,1) Rllhm.a o•: !il11fi'.lOH DocuSign Envelope ID: 0EC69969-E942-45F5-BB2B-2F08CC50DE06 7 8 9 10 11 Da.'ta Priv acy . Axon will not disclose Agency Content or any information about the Agency except as compelled by a court or admlnlstrattve body or required by any law or regulation. Axon will give notice If any disclosure request is received for Agency Content so the Agency may file an objection with the court or administrative body. The Agency agrees to allow Axon access to certaln Information from the Agency in order to: (a) perform troubleshooting services upon request or as part of Axon's regular diagnostic screenlngs; (b) enforce this agreement or pollcie.s governing us e of Evidence.com Serv!ces; or (c) perform analytic and diagnostic evaluations of the systems. D a ta St o rage. Axon will determine the locations of the data centers In which Agency Content will be stored and accessible by Agency end users, For United States customers, Axon will ensure that all Agency Content stored In the Evidence.com Services remains within the United States Including any backup data, replication sites, and disaster recovery sites. Axon may transfer Agency Content to third parties for the purpose of storage of Agency Content. Third party subcontractors responsible for storage of Agency Content are contracted by Axon for data storage service?, Ownership of Agency Content remains with the Agency. For use of an Unlimited Evidence.com License unlimited data may be stored in the Agency's Evidence.com account only lf the data originates from an Axon Body Worn Camera or Axon Capture device. Axon reserves the right to charge additional fees for exceeding purchased storage amounts or for Axon's assistance In the downloading or exporting of Agency Content. Axon may place any data stored In the Agency's Evidence.com accounts and not viewed or accessed for 6 months into archival storage. Data stored in archival storage will not have immediate availability and may take up to 24 hours to access. Sus pe ns i on of Evld e nc e,com Se rv ices. Axon may suspend Agency access or any end user's right to access or use any portion or all of the Evidence.com Servlces Immediately upon notice in accordance with the following: 9.1 The Termination provisions of the Master Service Agreement apply; 9.2 The Agency or an end user's use of or registration for the Evidence.com Services (i) poses a security risk to the Evidence.com Services or any third party, (11) may adversely Impact the Evidence.com Services or the systems or content of any other customer, (iii) may subject Axon, Axon's affiliates, or any third party to liability, or (Iv) may be fraudulent; 9,3 If Axon suspends the right to access or use any portion or all of the Evidence.com Services, the Agency remains responsible for all fees and charges incurred through the date of suspension without any credits for any period of suspension. Axon will not delete any of Agency Content on Evidence.com as a result of a suspension, except as specified elsewhere In this Agreement. Software Servlc1?s Warranty. Axon warrants that the Evidence.com Servlces will not Infringe or mfsappropr!ate any patent, copyright, trademark, or trade secret rights of any third party, Axon disclaims any warranties or responsibility for data corruption or errors before the data is uploaded to the Evidence.com Services. License Restrictions, Neither the Agency nor any Agency end users (including, without limitation, employees, contractors, agents, officers, volunteers, and directors), may, or attempt to: (a) permit any third party to access the Evidence.com Services except as permitted In this Agreement; (b) modify, alter, tamper with, repair, or otherwise create derivative works of any of the Evidence.com Services; (c) reverse engineer, disassemble, or decompile the Evidence.com Services or apply any other process or procedure to derive the source code of any software included in the Evidence.com Services, or allow any others to do the same; (d) access or use the Evidence.com Services ln a way intended to gain unauthorized access, avoid incurrlng fees or exceeding usage limits or quotas; (e) copy the Evidence.com Services in whole or part, except as expressly permitted In this Agreement; (f) use trade secret information contained in the Evidence.com Services, ru1ei trlditr.11•,c:tlffl.PtD$M;.llio.t$:,mii:.as,,1,11 _nr Page 3 of B 0..,W\IPOOO-~"1•l V&ndon.t U tul-Jll-N OGie: Bi'Ui/1011 DocuSign Envelope ID: 0EC69969-E942-45F5-BB2B-2F08CC50DE06 12 13 14 15 16 17 18 except as expressly permitted in this Agreement; (g) resell, rent, loan, or sublicense the Evidence.com Services; (h) access the Evidence.com Services in order to build a competitive product or service or copy any features, functions, or graphics of the Evldence.com Services; (i) remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon's licensors on or within the Evidence.com Services or any copies of the Evidence.com Services; or 0) use the Evidence.com Services to store or transmit infringing, libelous, or otherwise unlawful or tortlous material, to store or transmit material In violation of third party privacy rights, or to store or transmit malicious code. All licenses granted In this Agreement are condltlonai on continued compliance this Agreement, and will Immediately and automatically terminate If the Agency does not comply with any term or condition of this Agreement The Agency may only use Axon's trademarks in accordance with the Axon Trademark Use Guidelines (located at W'MN.axon.com}. After Termination. Axon will not delete any Agency Content as a result of a termination during a period of 90 days followlng termination. During this 90-day period the Agency may retrieve Agency Content on!y If all amounts due have been paid (there will be no application functlonality of the Evidence.com Services during this 90-day period other than the ability to retrieve Agency Content), The Agency wHI not Incur any addition al fees If Agency Content Is downloaded from Evidence.com during this 90-day period. Axon has no obligation to maintaln or provide any Agency Content after this 90-day period and wlll thereafter, unless legally prohibited delete all of Agency Content stored In the Evidence.com Services. Upon request, Axon wi!! provide written proof that all Agency Content ~as been successfully deleted and fully removed from the Evidence.com Services. Post-Terminat ion Asslsta nce. Axon will provide Agency with the same post-term I nation data retrieval assistance that Axon generally makes available to all customers, Requests for Axon to provide additfonal assistance in downloading or transferring Agency Content wfll result In additional fees ;;md Axon will not warrant or guarantee data integrity or readability in the external system. Paymen t Terms . In the event Agency purchases any Products or Services from Axon, Invoices are due to be paid within 30 days of the date of Invoice, unless otherwise specified by Axon. All orders are subject to prior credit approval. Payment oblfgatlons are non-cancelable and fees paid are non-refundable and all amounts payable will be made without setoff, deduction, or withholding. lf a delinquent account Is sent to collections, the Agency Is responsible for all collection and attorneys' fees. Taxes. Unless Axon is provided with a valid and correct tax exemption certificate applicable to the purchase location, the Agency is responslble for sales and other taxes associated with the order. Returns. All safes are final and no refunds or exchanges are allowed, except for warranty returns or as provided by state or federal law, Design Cha n ges. Axon reserves the right to make changes in the design of any of Axon's products and services without incurring any obligatfon to notify the Agency or to make the same change to products and services previously purchased. Insurance. Axon will maintain at Axon's own expense and in effect during the Term, Commercial General Liability Insurance, and Workers' Compensation Insurance and Commerclal Automobile Insurance and will furnish certificates of Insurance or self- lnsu ranee upon request. TIU.: r,.,11~.,:.nmPr~.S.t'#k·u;\<]0Ht1111.1tii P~ge 4 of 8 tlo-pwritfHlO lt11i IJ~l'i>{oo: !,!I lb[•<JUI /)111.11: 9110(20(7 DocuSign En velope ID: 0EC69969-E942-45F5-BB2B-2F08CC50DE06 19 l nd~n n ifka t fo 11. Axon will indemnif y an d d efend the Agency lndemn i t ees (the Agency's officers, dl r ect o rs, and employees ) f rom and against all clalms, demands, losses, liabilit ies, r easonable costs and exp ens es arisi ng out of a claim by a t h ird party against an Ag ency ln d emni tee resulting from any negligent act , error or o m ission , or willful misconduct of Axo n under or related to thi s Agreement, except In the ca se of negligent acts, om i ss ions or willful mis co nduct of the Agency or claims that fall under Workers Compensation coverage. Axon's cumulatl ve liablllty to any Party for any loss or damage resulting from any claims, demands, or actlons arising out of or relatlng to any Axpn product will not exceed the purchase price paid to Axon for the product or If for serv i ces, 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, lncldental, 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. 20 IP Rights. Axon owns and reserves all right, tltle, and Interest In the Axon Products and related software, as well as any suggestions made to Axon, 21 IP lndemnlfl ca !on, Axon will defend, indemnify, and hold the Agency lndemnitees harmless from and aga i nst any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) ar ising out of or relating to any third-party claim a!leging that use of Axon Products or Services as permitted under this Agreement Infringes or misappropriates the Intellectual property rights of a third party. The Agency must provide Axon with prompt written notice of such a cla!m, tender to Axon the defense or settlement of such a claim at Axon's expense , and cooperate fully with Axon In th e defense or settlement of such a claim. 22 23 Axon has no liab l l!ty to the Agency or any th i rd party if any alleged infringement or claim of Infringement is to any extent based upon: (a) any modification of the Evidence.com Services by the Agency or any third party not approved by Axon; (b) use of the Evidence.com Services in connection or in combination with equipment, devices, or services not approved or recommended by Axon; (c) the use of Evidence.com Services other than as permitted under this Agreement or in a manner for which It was not Intended; or (d) the use of other than the most current release or version of any software provided by Axon as part of or in connection with the Evidence.com Services. Nothing In this Section will affect any warranties in favor of the Agency that are otherwise provided in or arise out of th i s Agreement. Agency Re s ponsibilities. The Agency is responsible fo r (i) use of any activities under the Agency Evidence .com account and use by Agency employees and agents, (ii) breach of this Agreement or violation of applicable law by the Agency or any of the Agency's end users, (ill) Agency Content or the combination of Agency Cont ent with other applications, content or processes, including any claim involving alleged Infri ngement or misappropriation of third party rights by Agency Content or by the use of Agency Content, (iv) a dispute between the Agency and any third party over Agency use of Axon products or the collection or use of Agency Content, (v) any hardware or networks that the Agency connects to the Evidence.com Services, and (vi) any security settings the Agency establishes to interact with or on the Evidence.com Services, Termination. 23.1 By Either Party. Either Party may terminate for cause upon 30 days advance notice to the oth er Party lf there is any material default or breach of this Agreement by t h e other Party , unless the defaulting Party has cured the material default or breach within the 30-day notice period. In the event that the Agency terminates tlll-0!: ~-t~ f"fcil6eUtclr 1•~,n AQ,114"""1( Page S af 8 ~ u...rit: Leg11I Vankru [.(J R,r;ilu-..-Omt:. ~lutfl~? DocuSign Envelope ID: 0EC69969-E942-45F5-BB2B-2F08CC50DE06 )4 AXON 24 this ;\greement under this Section and Axon falls to cure the material breach or default, Axon wlll lssue a refund of any prepaid amounts on a prorated basis from the date cf notice of termination. 23.2 By Agency. If applicable, the Agency Is obligated to pay the fees under this Agreement as may lawfully be made from funds budgeted and appropriated for that purpose during the Agency's then current fiscal year. In the event that sufficient funds will not be appropriated or are not otherwise legally available to pay the fees required under this Agreement, this Agreement may be terminated by the Agency. The Agency agrees to deliver notice of termination under this Section at least 90 days prior to the end of the Agency's then current fiscal year, or as soon as reasonably practicable under the circumstances. 23.3 Effect of Termlnation. Upon any termination of this Agreement: (a) all Agency rights under this Agreement Immediately terminate; (b) the Agency remains responsible for all fees and charges Incurred through the date of termination; and (c) Indemnification, and Agency Responsibilities Sections, as well as the Evidence.com Terms of Use Appendix Sections on Agency Owns Agency Content, Data Storage, Fees and Payment, Software Services Warranty, IP Rights and License Restrictions will continue to apply in accordance with their terms. General. 24.1 Confidentiallty. Both Parties will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of either Party's Confldentlal Information. Except as required by applicable law, neither Party will disclose either Party's Confldentlal Information during the Term or at any tlme during the 5-year period following the end of the Term. Unless the Agency Is legally required to disclose Axon's pricing, all Axon pricing Is considered confidential and competition sensitive-. 24.2 Excusable delays. Axon wlll use commercially reasonable efforts to deliver all products and services ordered as soon as reasonably practlcable. 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. 24.3 Force Majeure. Neither Party wlll be liable for any delay or failure to perform any obligation under this Agreement where the delay or fallure results from any cause beyond the Parties' reasonable control, lndudlng acts of God, labor disputes or other Industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war. 24.4 Proprietary Information. The Agency agrees that Axon has and claims varlous proprietary rights in the software, and the Integration of ancillary materlals, 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. 24.5 Independent Contractors. The Parties are independent contractors. Neither Party, nor any of their respective affiliates, has the authority to bind the other. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. 24.6 No Third Party Beneficiaries. This Agreement does not create any third party beneficiary rights in any individual or entity that Is not a party to this Agreement. fUio.i S...WOIIIIS•-""1 PrMr;..i,t,,,r :S.~l~H A!Jr!Ulf1\ll~t Page 6 of 8 Df!p!ltNu!C L tu:.tl 11,;nl~o: t-o lhiHnOtt.wt 6JIY'Ul11 DocuSign Envelope ID: 0EC69969-E942-45F5-BB2B-2F08CC50DE06 ,.AXON 24.7 Non-discrimination and Equal Opportunity. During the performance of thls Agreement, neither the Partles nor the Party's employees will discriminate against any person, whether employed by a Party or otherwise, on the basis of basis of race , color, religion, gender, age, national origin, handicap, marital status , or polltlcal affiliation or belief. In afl solicitations or adverti sements fo r employees, agents, subcontractors or oth ers to be engaged by a Party or placed by or on behalf of a Party, the solicitation or advertisement shall state all qual if ied applicants shall receive consideration for employment without regard to race, color, religion, gender, age, national origin, handicap, marital status, or politi cal affiliation or belief. 24.8 U.S. Government Rights. Any Evidence.com Services provided to the U.S. Government as ucommercial Items," "commercial computer software," "commercial computer software documentatlont and "techntcal data" will have the same rights and restrictions generally appllcable to the Evidence.com Services. If the Agency is using the Evidence.com Services on behalf of the U.S. Government and these terms fall to meet the U.S. Government's needs or are Inconsistent in any respect with federal law, the Agency wll! Immediately discontinue use of the Evidence.com Services. The terms "commercial Item," ucommerclal computer software,'' "commercial computer software documentation," and "technical data" are defined In the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement. 24.9 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. 24.10 Assignment. Neither Party may assign or otherwise transfer this Agreement without the prior written approval of the other Party, Axon may assign or otherwise transfer this Agreement or any of Axon's rights or obligations under this Agreement without consent (a) for financing purposes, (b) In connection with a merger, acquisition or safe of all or substantially all of Axon's assets, (c) as part of a corporate reorganization, or (d) to a subsidiary corporation. Subject to the foregoing, this Agreement will be binding upon the Parties and their respective successors and assigns. 24.11 No Waivers. The failure by either Party to enforce any provision of this Agreement will not constitute a present or future waiver of the provision nor limit the Party's right to enforce the provision at a later time, 24,12 Severability. This Agreement Is contractual and not a mere recital. If any portion of this Agreement ls held to be invalid or unenforceable, the remaining portions of this Agreement will remain In full force and effect. 24.13 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. 24.14 Notices. All communications and notices to be made or given pursuant to this Agreement must be in the English language. Notices provided by posting on the Agency's Evidence.com site will be effective upon posting and notices provided by email wlll be effective when the email was sent. Notices provided by personal delivery wlll be effective lmmedlately. Contact Information for notices: n111;111: flffdtACit..coot ~or S..rvltUAUftlillt•t<J Paga 7 of 8 O.o.1 •o"b L;11«1 .... ,~..,, ,_, 1fai.ittfJJ.fl:lu.i..t 141t!t.t'GH DocuSign Envelope ID: 0EC69969-E942-45F5-BB2B-2F08CC50DE06 AXO N Axon: Axon Enterprise, Inc. ATTN: Contracts 17800 N. 85th Street Scottsdale, Arizona 85255 contracts@axon.com AGENCY: 24.15 Entire Agreement. This Agreement, and the Policies 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. If Axon provides a translation of the English language version of this Agreement, the English language version of the Agreement will control lf there ls any conflict. 24.16 Counterparts. If this Agreement form requires the signatures of the Parties, then this Agreement may be executed by electronic slgnature In multlple counterparts, each of which Is considered an original. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed. Each Party warrants and represents that Its respective signatories whose signatures appear below have been and are, on the date of signature, duly authorized to execute this Agreement. Agency c::;;~ Signature : ~ Name: ____:__.,. .., _____ _ Title: VP, Assoc. General counsel T itle: ,Sb-,11 ,r,r= Date: 3/20/18 Date: ~~ ~~ ~~~~ ~~) t)Q.i..._ 3, 'Le) .. \. <Y , AXON, Axon, A)<on Captltre, Axon Vlew, Evidence.com, and Evlden ce5ynt are ltad!lmaiki'of AxAJ'Enterprlse , Inc., some of which are reg istered in the US and other countries. For more information vfslt ~1D.£Q.!l.l·l~-A I rights reserved. © 2017 Axon Enterprise, Inc. T ill&J £vlcltfln,l:IIM P'ntUClttor S..-viMI ll~!ffll4At 0al)llfffl'ltA!.l l.llQM V&f)f'* LO ll,IINul»u: GitlDOll' Page & of 8 DocuSign Envelope ID : OEC69969-E942-45F5-BB2B-2F08CC50DE06 AXON Axon Enterprise, lnc.'s TASER 60 Unlimited Terms and Conditions These TASER 60 Uniimited Terms and Conditions {Agreement) apply to your purchase from AXon Enterprise, Inc . (Axon) under TASER 50 Unlimited. TASER 60 Unlimited provides CEW hardware extended warranty coverage, CEW Products, and CE 1N accessories. The initial de li very. 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 wi!I be del ive red to the Agency in Year 3 of th is Agreement, unless othe1Wise requested. In the event the Agency is purchasing TASER 60 Unlirn iced for use with TASER CAM, the Agency will not receive the PPM or a substitute, 1. Ter m. 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. !~O_\J_nlirolted Requ irements_. In order to make a purchase under TA.SER 60 Unlimited, the Agency rnust purchase the TASER 60 Unlimited plan for each TASER Conducted Electrical Weapon (CEWi user. A CEW user includes an officer that uses a Conducted Electrical Weapon (CEWJ 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 TA.SER 60 Unlimited Program. The Agency may only request additional PPMs and duty cartridges as PPMs and duty cartridges are consumed In the line of dut'/, 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 cartr idge and battery use, the Agency will pay the MSRP of each cartridge and batte ry delivered to the Agency beyond what was .supported by the Agency's use of force records. 3. Paymen t Terms . Axon invoices for the TASER 60 Unlimited plan an an annual basis. Agency wil! 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-canc:eiable and fees paid are non.refundable and all amounts payable will be made without setoff, deduction, or wlthholdlng, For users added in the middle of any annual cycle, the Agency will pay a true-up fee for those addlt!onal users, These additlonal licenses will be co-termed with the Agency's e:<isting licenses . Additional users that are added before the third year payment will rece ive a PPM, while additional users that are added after the third year payment will not receive a PPM. 4. JAW, Unless the Agency provides a valid and correct tax exemption certificate applicable to the purchase and shlp- to location, the Agency is respo nsible for sales and other taxes associilted with the order. s. 0012i ng: Title : Ris k of Loss; Rej ection . Axon reserves the right to make partial shipments and products may ship from multiple locations. Ail 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. Retu rns. All sales are final and no refunds or exchanges are allowed, except for warranty returns or as provided by state or federal law. 7. Har dwa re Limite d W.irranw. 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 warrant ies 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 a~er the expiration of the 1-year limited warranty. CEW cartridges and Smart cartridges that are expended are deemed to have operated properly. Axan-1\1anufactured Accessories ar e covered under a limite d 90-OAYwar ranty from the date of receipt. Non-Axon manufactured accessories are covered under the Titre: AXon EnterprlSe, tnc.'s TASER tiO un11rn1wd retros and Conditions (Online) Department: Sales/Customer Service Version: 2.0 Release Date: 4/5/2017 ~age I oftt DocuSign Envelope ID: 0EC69969-E942-45F5-BB2B-2F08CC50DE06 AXON Axon Enterprise, lnc:s TASER 60 Unlimited Terms and Conditions manufacturer's warran ty. If AXon determines that a valid warrant:-; daim is receive d w!th1n 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. Wa rran ~y Limi tations , 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 cars.ridges, 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 authoriz:ed personnel or without che 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 lmplled, as permitted by-applicable law. If statutory or Implied warranties cannot be lawfully disclaimed, then all such w<1rrantles 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 resuttlng from any claims, demands, or actions arising out of or relating to any Axon product will not exceed the purchase price patd to Axon for the product or if for services, the amount paid for such services over the prior 12 months preceding the clalm. In no event will either Party be liable for any direct, special, Indirect, incldentat, 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 Return~. 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 denned In the Product instructions. Axon's sole responslbilfty under this wa rrant-; is to either repair or replace wfth the same or like Product, at Axon's option. For warranty return and repair procedures, Including troubleshooting guides, please go to Axon's website w1Nw ,a:<0n,co m/s1Jt\oo rt . 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 ls longer. Any replacement item becomes Purchaser's property and the replaced Item becomes Axon's property. 1 o. ):ASER 60 Unllmlted Warranty COlt!!t!lge, TASER 60 Unlimited includes extended warranty coverage far the TASER C'f>N handle and as described in the Hardware Limited Warranty, TASER 60 Unl!mited warrant'/ coverage starts at the beginning of the Term and continues as long as the Agency continues to pay the required annual fees forTASER60 Unlimited during the Term. The Agency may not have both an optlonai extended warranty and TASER 60 Unlimited on the TASER CEW product. 11. Spare produce. For orders of more than 30 units, Axon will provide a predetermined number of Spare Product for the TASER CEW hard wa re 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 falls 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 wl!I be Invoiced for and are ob!lgated to pay to Axon the MSRP then In effect for all Spare Products not returned to Axon. TIii ~: J xon En rpr !sa, l1lC.'S T/15.E R 60 un ll miceo Term~ net condloons (On lh ie Department: Sales/Customer Ser,ice Version: 2.0 Release Date: 4/5/2017 Page 2 Of<\ DocuSign Envelope ID : 0EC69969-E942-45F5-BB2B-2F08CC50DE06 AXON Axon Enterprise, lnc.'s TASER 60 Unlimited Terms and Conditions 12 . Product Warnings, See our website at w•,w1,axon.com for the most current product warnings. 13. Des ign Chang~. 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 Age ncy or to ma:<e the same change to products and services previously purchased. Axon may replace end of life products with the next generat ion of that product without notifying the Agency. 14 . TASER 60 lJ nlf mlted Tetm ln;it!o n. If an invoice for TASER. 60 Unlimited is more than 30 days past due, then Axon may terminate TASER 60 Unlimited. Axon will pro•,ide notification that TASER 60 Unlimited coverage Is terminated. Once TASER 60 Unl imited coverage Is terminated for any reason, then: 14.1. TASER 60 Unlimited coverage w!II terminate as of the date of termination and no refunds will be given. 14.2. The Agency wfll 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~approprlations, Axon will not invoice the Agency if the Agency returns the CEV'J, 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. excusabl~. Axon will use commercially reasonable efforts to deliver all products and services ordered as soon as reasonably practlca ble. In the event of Interruption of any dellvery due to causes beyond Axon's reasonable control Axon has the right to delay or terrnlna:e the delivery with reasonable notice. 16. fr.Qpr)atary Info rmation. The Agency agrees that A.xon 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 . .lmoort and Exi;iort Com~. In connection with this Agreement, each Party, will comply with all applicable import, re-import, export, and re-export control laws and regulations, 18. Ass lgnme1;t. The Agency may not may assign or otherwise transfer this Agreement without the prior written approval of Axon ·, 19. severab1llty . 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. Governl1rn: La • V nu , 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 thisAgreement. 21. ~ntlre Agreem_w . 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. Tldt!: NWI EnterprtsP., lnc.'sT1'ScR 60 \Jl'lhml t d T~rmnm1 Conditions (Onllne) Department: Sales/Customer Service Version: 2.D Release Date: 4/5/2017 Pag!!3 Oft! Doc uSign En velope ID : OEC69969-E942-45F5-BB2B-2F08CC50DE06 AXON Axon Enterprise, lnc.'s TASER 60 Unlimited Terms and Conditions 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 E'lidence.corn 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. Jf 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 Mo dels, For CEW Upgrade Models Axon will upgrade Products, free of charge, with a new unit that Is the same product or a like prcduct, in the same weapon class ("Upgrade Mode l"). For example: (a) if the Product is a single bay CEW, then Agency may choose any sing!e bay CEW mode! 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. Agenc,J 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. Th irty days afte r the Upgrade Models are received, the Agency must return the origi nal 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 TA P Te rmlnntlon. 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 notincation 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 pLirchase 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 wil l be assessed a $100 cancellation fee for each covered Product. o, n AXON. Axon, TASER CAM, and TAS:P. are tradema rks of Axon Enterprise, Inc., some of which are registered In the US and other r.oumries. For more irformation, visitwww,r1x.o1),cpn11lcg.-.!. All r ig hts reserved.© 2017 Axon Enterprise, Inc. Tide : A:<on !:nterprls., lnc.'s TASER 60 Untlm \t d Terms and Condl~ions (OnU~j Department: Sales/Cusromer Service Version: 2.0 Release Date: 4/5/2017 Page ,1 of 4