HomeMy WebLinkAboutAxon 010720-Amendment (2)
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AMENDMENT #1
TO
CONTRACT #010720-AXN
THIS AMENDMENT is by and between Sourcewell and Axon Enterprise Inc. (Vendor).
Vendor was awarded a Sourcewell Contract for Public Safety Video Surveillance Solutions with
Related Equipment, Software and Accessories effective February 25, 2020, through February
21, 2024, relating to the provision of services by Vendor and to Sourcewell and its Members
(Original Agreement).
The parties agree that certain terms within the Original Agreement will be updated and
amended and only to the extent as hereunder provided.
IN CONSIDERATION OF the mutual covenants and agreements described in this Amendment,
the parties agree as follows:
1. This Amendment is effective upon the date of the last signature below.
2. Vendor has updated its Master Services and Purchasing Agreement to Version 9.0,
dated 4/17/20. All references to the Master Services and Purchasing Agreement should
be read to mean Version 9.0, which is attached and incorporated.
Remainder of page intentionally left blank.
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Except as amended by this Amendment, the Original Agreement remains in full force and
effect.
Sourcewell Axon Enterprise Inc.
By: By:
Authorized Signature Authorized Signature
Jeremy Schwartz Chris Kirby
Name – Printed Name – Printed
Title: Director of Operations & Procurement/CPO Title:
Date: Date:
Sourcewell–APPROVED:
By:
Authorized Signature
Chad Coauette
Name – Printed
Title: Executive Director/CEO
Date:
Master Services and Purchasing Agreement
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 9.0
Release Date: 4/17/2020 Page 1 of 33
This Master Services and Purchasing Agreement (“Agreement”) is between Axon Enterprise, Inc., a Delaware
corporation (“Axon”), and the agency on the Quote (“Agency”). This Agreement is effective as of the later of the (a)
last signature date on this Agreement or (b) signature date on the Quote (“Effective Date”). Axon and Agency are
each a “Party” and collectively “Parties”. This Agreement governs Agency’s purchase and use of the Axon Devices
and Services detailed in the Quote Appendix (“Quote”). It is the intent of the Parties that this Agreement act as a
master agreement governing all subsequent purchases by Agency for the same Axon products and services in the
Quote, and all such subsequent quotes accepted by Agency shall be also incorporated into this Agreement by
reference as a Quote. The Parties therefore agree as follows:
1 Definitions.
“Axon Cloud Services” means Axon’s web services for Axon Evidence, Axon Records, Axon Dispatch, and
interactions between Evidence.com and Axon Devices or Axon client software. Axon Cloud Service excludes
third-party applications, hardware warranties, and my.evidence.com.
“Axon Devices” means all hardware provided by Axon under this Agreement.
“Quote” means an offer to sell and is only valid for devices and services on the quote at the specified prices.
Any terms within Agency’s purchase order in response to a Quote will be void. Orders are subject to prior
credit approval. Changes in the deployment estimated ship date may change charges in the Quote. Shipping
dates are estimates only. Axon is not responsible for typographical errors in any offer by Axon, and Axon
reserves the right to cancel any orders resulting from such errors.
“Services” means all services provided by Axon under this Agreement, including software, Axon Cloud
Services, and professional services.
2 Term. This Agreement begins on the Effective Date and continues until all subscriptions hereunder have
expired or have been terminated (“Term”).
All subscriptions including Axon Evidence, Axon Fleet, Officer Safety Plans, Technology Assurance Plans, and
TASER 7 plans begin after shipment of the applicable Axon Device. If Axon ships the Device in the first half
of the month, the start date is the 1st of the following month. If Axon ships the Device in the second half of
the month, the start date is the 15th of the following month. For purchases solely of Axon Evidence
subscriptions, the start date is the Effective Date. Each subscription term ends upon completion of the
subscription stated in the Quote (“Subscription Term”).
Upon completion of the Subscription Term, the Subscription Term will automatically renew for an additional
5 years (“Renewal Term”). For purchase of TASER 7 as a standalone, Axon may increase pricing to its then-
current list pricing for any Renewal Term. For all other purchases, Axon may increase pricing on all line items
in the Quote up to 3% at the beginning of each year of the Renewal Term. New devices and services may
require additional terms. Axon will not authorize services until Axon receives a signed Quote or accepts a
purchase order, whichever is first.
3 Payment. Axon invoices upon shipment. Payment is due net 30 days from the invoice date. Payment
obligations are non-cancelable. Agency will pay invoices without setoff, deduction, or withholding. If Axon
sends a past due account to collections, Agency is responsible for collection and attorneys’ fees.
4 Taxes. Agency is responsible for sales and other taxes associated with the order unless Agency provides
Axon a valid tax exemption certificate.
Master Services and Purchasing Agreement
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 9.0
Release Date: 4/17/2020 Page 2 of 33
5 Shipping. Axon may make partial shipments and ship Devices from multiple locations. All shipments are
FOB shipping point via common carrier. Title and risk of loss pass to Agency upon Axon’s delivery to the
common carrier. Agency is responsible for any shipping charges in the Quote.
6 Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as
provided by state or federal law.
7 Warranty.
7.1 Hardware Limited Warranty. Axon warrants that Axon-manufactured Devices are free from
defects in workmanship and materials for 1 year from the date of Agency’s receipt, except Signal
Sidearm, which Axon warrants for 30 months from the date of Agency’s receipt. Axon warrants its
Axon-manufactured accessories for 90-days from the date of Agency’s receipt. Used conducted
energy weapon (“CEW”) cartridges are deemed to have operated properly. Extended warranties run
from the expiration of the 1-year hardware warranty through the extended warranty term. Non-
Axon manufactured Devices are not covered by Axon’s warranty. Agency should contact the
manufacturer for support of non-Axon manufactured Devices.
7.2 Claims. If Axon receives a valid warranty claim for an Axon manufactured Device during the
warranty term, Axon’s sole responsibility is to repair or replace the Device with the same or like
Device, at Axon’s option. A replacement Device will be new or like new. Axon will warrant the
replacement Device for the longer of (a) the remaining warranty of the original Device or (b) 90-
days from the date of repair or replacement.
If Agency exchanges a device or part, the replacement item becomes Agency’s property, and the
replaced item becomes Axon’s property. Before delivering a Device for service, Agency must upload
Device data to Axon Evidence or download it and retain a copy. Axon is not responsible for any loss
of software, data, or other information contained in storage media or any part of the Device sent
to Axon for service.
7.3 Spare Devices. Axon may provide Agency a predetermined number of spare Devices as detailed in
the Quote (“Spare Devices”). Spare Devices will replace broken or non-functioning units. If Agency
utilizes a Spare Device, Agency must return to Axon, through Axon’s warranty return process, any
broken or non-functioning units. Axon will repair or replace the unit with a replacement Device.
Upon termination, Axon will invoice Agency the MSRP then in effect for all Spare Devices provided.
If Agency returns the Spare Devices to Axon within 30 days of the invoice date, Axon will issue a
credit and apply it against the invoice.
7.4 Limitations. Axon’s warranty excludes damage related to: (a) failure to follow Device use
instructions; (b) Devices used with equipment not manufactured or recommended by Axon; (c)
abuse, misuse, or intentional damage to Device; (d) force majeure; (e) Devices repaired or modified
by persons other than Axon without Axon’s written permission; or (f) Devices with a defaced or
removed serial number.
7.4.1 To the extent permitted by law, the above warranties and remedies are exclusive.
Axon disclaims all other warranties, remedies, and conditions, whether oral, written,
statutory, or implied. If statutory or implied warranties cannot be lawfully disclaimed,
then such warranties are limited to the duration of the warranty described above and
by the provisions in this Agreement.
7.4.2 Axon’s cumulative liability to any Party for any loss or damage resulting from any
claim, demand, or action arising out of or relating to any Axon Device or Service will
Master Services and Purchasing Agreement
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 9.0
Release Date: 4/17/2020 Page 3 of 33
not exceed the purchase price paid to Axon for the Device, or if for Services, the
amount paid for such Services over the 12 months preceding the claim. Neither Party
will be liable for direct, special, indirect, incidental, punitive or consequential
damages, however caused, whether for breach of warranty or contract, negligence,
strict liability, tort or any other legal theory.
8 Statement of Work. Certain Axon Devices and Services, including Axon Interview Room, Axon Channel
Services, and Axon Fleet, may require a Statement of Work that details Axon’s Service deliverables (“SOW”).
In the event Axon provides an SOW to Agency, Axon is only responsible to perform Services described in
the SOW. Additional services are out of scope. The Parties must document scope changes in a written and
signed change order. Changes may require an equitable adjustment in fees or schedule. The SOW is
incorporated into this Agreement by reference.
9 Device Warnings. See www.axon.com/legal for the most current Axon device warnings.
10 Design Changes. Axon may make design changes to any Axon Device or Service without notifying Agency
or making the same change to Devices and Services previously purchased by Agency.
11 Bundled Offerings. Some offerings in bundled offerings may not be generally available at the time of
Agency’s purchase. Axon will not provide a refund, credit, or additional discount beyond what is in the
Quote due to a delay of availability or Agency’s election not to utilize any portion of an Axon bundle.
12 Insurance. Axon will maintain General Liability, Workers’ Compensation, and Automobile Liability insurance.
Upon request, Axon will supply certificates of insurance.
13 Indemnification. Axon will indemnify Agency’s officers, directors, and employees (“Agency Indemnitees”)
against all claims, demands, losses, and reasonable expenses arising out of a third-party claim against an
Agency Indemnitee resulting from any negligent act, error or omission, or willful misconduct by Axon under
this Agreement, except to the extent of Agency’s negligence or willful misconduct, or claims under workers
compensation.
14 IP Rights. Axon owns and reserves all right, title, and interest in Axon devices and services and suggestions
to Axon, including all related intellectual property rights. Agency will not cause any Axon proprietary rights
to be violated.
15 IP Indemnification. Axon will indemnify Agency Indemnitees against all claims, losses, and reasonable
expenses from any third-party claim alleging that the use of Axon Devices or Services infringes or
misappropriates the third-party’s intellectual property rights. Agency must promptly provide Axon with
written notice of such claim, tender to Axon the defense or settlement of such claim at Axon’s expense and
cooperate fully with Axon in the defense or settlement of such claim. Axon’s IP indemnification obligations
do not apply to claims based on (a) modification of Axon Devices or Services by Agency or a third-party not
approved by Axon; (b) use of Axon Devices and Services in combination with hardware or services not
approved by Axon; (c) use of Axon Devices and Services other than as permitted in this Agreement; or (d)
use of Axon software that is not the most current release provided by Axon.
16 Agency Responsibilities. Agency is responsible for (a) Agency’s use of Axon Devices; (b) breach of this
Agreement or violation of applicable law by Agency or an Agency end user; and (c) a dispute between
Agency and a third-party over Agency’s use of Axon Devices.
Master Services and Purchasing Agreement
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 9.0
Release Date: 4/17/2020 Page 4 of 33
17 Termination.
17.1 For Breach. A Party may terminate this Agreement for cause if it provides 30 days written notice of
the breach to the other Party, and the breach remains uncured at the end of 30 days. If Agency
terminates this Agreement due to Axon’s uncured breach, Axon will refund prepaid amounts on a
prorated basis based on the effective date of termination.
17.2 By Agency. If sufficient funds are not appropriated or otherwise legally available to pay the fees,
Agency may terminate this Agreement. Agency will deliver notice of termination under this section
as soon as reasonably practicable.
17.3 Effect of Termination. Upon termination of this Agreement, Agency rights immediately terminate.
Agency remains responsible for all fees incurred before the effective date of termination. If Agency
purchases Devices for less than the manufacturer’s suggested retail price (“MSRP”) and this
Agreement terminates before the end of the Term, Axon will invoice Agency the difference between
the MSRP for Devices received and amounts paid towards those Devices. Only if terminating for
non-appropriation, Agency may return Devices to Axon within 30 days of termination. MSRP is the
standalone price of the individual Device at the time of sale. For bundled Devices, MSRP is the
standalone price of all individual components.
18 Confidentiality. “Confidential Information” means nonpublic information designated as confidential or,
given the nature of the information or circumstances surrounding disclosure, should reasonably be
understood to be confidential. Each Party will take reasonable measures to avoid disclosure, dissemination,
or unauthorized use of the other Party’s Confidential Information. Unless required by law, neither Party will
disclose the other Party’s Confidential Information during the Term and for 5-years thereafter. Axon pricing
is Confidential Information and competition sensitive. If Agency is required by law to disclose Axon pricing,
to the extent allowed by law, Agency will provide notice to Axon before disclosure. Axon may publicly
announce information related to this Agreement.
19 General.
19.1 Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond
a Party’s reasonable control.
19.2 Independent Contractors. The Parties are independent contractors. Neither Party 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.
19.3 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
19.4 Non-Discrimination. Neither Party nor its employees will discriminate against any person based
on race; religion; creed; color; sex; gender identity and expression; pregnancy; childbirth;
breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual
orientation; marital status; age; national origin; ancestry; genetic information; disability; veteran
status; or any class protected by local, state, or federal law.
19.5 Export Compliance. Each Party will comply with all import and export control laws and regulations.
19.6 Assignment. Neither Party may assign this Agreement without the other Party’s prior written
consent. Axon may assign this Agreement, its rights, or obligations without consent: (a) to an
affiliate or subsidiary; or (b) for purposes of financing, merger, acquisition, corporate reorganization,
Master Services and Purchasing Agreement
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 9.0
Release Date: 4/17/2020 Page 5 of 33
or sale of all or substantially all its assets. This Agreement is binding upon the Parties respective
successors and assigns.
19.7 Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes
a waiver of that right.
19.8 Severability. If a court of competent jurisdiction holds any portion of this Agreement invalid or
unenforceable, the remaining portions of this Agreement will remain in effect.
19.9 Survival. The following sections will survive termination: Payment, Warranty, Device Warnings,
Indemnification, IP Rights, and Agency Responsibilities.
19.10 Governing Law. The laws of the state where Agency is physically located, without reference to
conflict of law rules, govern this Agreement and any dispute arising from it. The United Nations
Convention for the International Sale of Goods does not apply to this Agreement.
19.11 Notices. All notices must be in English. Notices posted on Agency’s Axon Evidence site are effective
upon posting. Notices by email are effective on the sent date of the email. Notices by personal
delivery are effective immediately. Contact information for notices:
Axon: Axon Enterprise, Inc. Agency:
Attn: Legal Attn:
17800 N. 85th Street Street Address
Scottsdale, Arizona 85255 City, State, Zip
legal@axon.com Email
19.12 Entire Agreement. This Agreement, including the Appendices and any SOW(s), represents the
entire agreement between the Parties. This Agreement supersedes all prior agreements or
understandings, whether written or verbal, regarding the subject matter of this Agreement. This
Agreement may only be modified or amended in a writing signed by the Parties.
Each representative identified below declares they have been expressly authorized to execute this Agreement as of
the date of signature.
Axon Enterprise, Inc. Agency
Signature:
Signature:
Name: Name:
Title:
Title:
Date:
Date:
Master Services and Purchasing Agreement
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 9.0
Release Date: 4/17/2020 Page 6 of 33
Axon Cloud Services Terms of Use Appendix
1 Definitions.
“Agency Content” is data uploaded into, ingested by, or created in Axon Cloud Services within
Agency’s tenant, including media or multimedia uploaded into Axon Cloud Services by Agency.
Agency Content includes Evidence but excludes Non-Content Data.
“Evidence” is media or multimedia uploaded into Axon Evidence as 'evidence' by an Agency.
Evidence is a subset of Agency Content.
“Non-Content Data” is data, configuration, and usage information about Agency’s Axon Cloud
Services tenant, Axon Devices and client software, and users that is transmitted or generated when
using Axon Devices. Non-Content Data includes data about users captured during account
management and customer support activities. Non-Content Data does not include Agency Content.
“Personal Data” means any information relating to an identified or identifiable natural person. An
identifiable natural person is one who can be identified, directly or indirectly, in particular by
reference to an identifier such as a name, an identification number, location data, an online identifier
or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural
or social identity of that natural person.
2 Access. Upon Axon granting Agency a subscription to Axon Cloud Services, Agency may access and
use Axon Cloud Services to store and manage Agency Content. Agency may not exceed more end
users than the Quote specifies. Axon Air requires an Axon Evidence subscription for each drone
operator. For Axon Evidence Lite, Agency may access and use Axon Evidence only to store and
manage TASER CEW and TASER CAM data (“TASER Data”). Agency may not upload non-TASER
Data to Axon Evidence Lite.
3 Agency Owns Agency Content. Agency controls and owns all right, title, and interest in Agency
Content. Except as outlined herein, Axon obtains no interest in Agency Content, and Agency
Content are not business records of Axon. Agency is solely responsible for uploading, sharing,
managing, and deleting Agency Content. Axon will have limited access to Agency Content solely
for providing and supporting Axon Cloud Services to Agency and Agency end users.
4 Security. Axon will implement commercially reasonable and appropriate measures to secure
Agency Content against accidental or unlawful loss, access or disclosure. Axon will maintain a
comprehensive information security program to protect Axon Cloud Services and Agency Content
including logical, physical access, vulnerability, risk, and configuration management; incident
monitoring and response; encryption of uploaded digital evidence; security education; and data
protection. Axon agrees to the Federal Bureau of Investigation Criminal Justice Information Services
Security Addendum.
5 Agency Responsibilities. Agency is responsible for (a) ensuring Agency owns Agency Content; (b)
ensuring no Agency Content or Agency end user’s use of Agency Content or Axon Cloud Services
violates this Agreement or applicable laws; and (c) maintaining necessary computer equipment and
Internet connections for use of Axon Cloud Services. If Agency becomes aware of any violation of
this Agreement by an end user, Agency will immediately terminate that end user’s access to Axon
Master Services and Purchasing Agreement
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 9.0
Release Date: 4/17/2020 Page 7 of 33
Cloud Services.
Agency will also maintain the security of end user names and passwords and security and access
by end users to Agency Content. Agency is responsible for ensuring the configuration and
utilization of Axon Cloud Services meet applicable Agency regulation and standards. Agency may
not sell, transfer, or sublicense access to any other entity or person. Agency shall contact Axon
immediately if an unauthorized party may be using Agency’s account or Agency Content, or if
account information is lost or stolen.
6 Privacy. Axon will not disclose Agency Content or information about Agency except as compelled
by a court or administrative body or required by law or regulation. If Axon receives a disclosure
request for Agency Content, Axon will give Agency notice, unless legally prohibited from doing so,
to allow Agency to file an objection with the court or administrative body. Agency agrees to allow
Axon access to certain information from Agency to (a) perform troubleshooting services upon
request or as part of regular diagnostic screening; (b) enforce this Agreement or policies governing
the use of Axon Evidence; or (c) perform analytic and diagnostic evaluations of the systems.
7 Axon Body 3 Wi-Fi Positioning. Axon Body 3 cameras offers a feature to enhance location services
where GPS/GNSS signals may not be available, for instance, within buildings or underground.
Agency administrators can manage their choice to use this service within the administrative features
of Axon Cloud Services. If Agency chooses to use this service, Axon must also enable the usage of
the feature for Agency’s Axon Cloud Services tenant. Agency will not see this option with Axon
Cloud Services unless Axon has enabled Wi-Fi Positioning for Agency’s Axon Cloud Services tenant.
When Wi-Fi Positioning is enabled by both Axon and Agency, Non-Content and Personal Data will
be sent to Skyhook Holdings, Inc. (“Skyhook”) to facilitate the Wi-Fi Positioning functionality. Data
controlled by Skyhook is outside the scope of the Axon Cloud Services Privacy Policy and is subject
to the Skyhook Services Privacy Policy.
8 Storage. For Axon Unlimited Device Storage subscriptions, Agency may store unlimited data in
Agency's Axon Evidence account only if data originates from Axon Capture or the applicable Axon
Device. Axon may charge Agency additional fees for exceeding purchased storage amounts. Axon
may place Agency Content that Agency has not viewed or accessed for 6 months into archival
storage. Agency Content in archival storage will not have immediate availability and may take up
to 24 hours to access.
9 Location of Storage. Axon may transfer Agency Content to third-party subcontractors for storage.
Axon will determine the locations of data centers for storage of Agency Content. For United States
agencies, Axon will ensure all Agency Content stored in Axon Cloud Services remains within the
United States. Ownership of Agency Content remains with Agency.
10 Suspension. Axon may temporarily suspend Agency’s or any end user’s right to access or use any
portion or all of Axon Cloud Services immediately upon notice, if Agency or end user’s use of or
registration for Axon Cloud Services may (a) pose a security risk to Axon Cloud Services or any third-
party; (b) adversely impact Axon Cloud Services , the systems, or content of any other customer; (c)
subject Axon, Axon’s affiliates, or any third-party to liability; or (d) be fraudulent.
Agency remains responsible for all fees incurred through suspension. Axon will not delete Agency
Master Services and Purchasing Agreement
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 9.0
Release Date: 4/17/2020 Page 8 of 33
Content because of suspension, except as specified in this Agreement.
11 Axon Cloud Services Warranty. Axon disclaims any warranties or responsibility for data corruption
or errors before Agency uploads data to Axon Cloud Services.
12 Axon Records. Axon Records is the software-as-a-service product that is generally available at the
time Agency purchases an OSP 7 bundle. During Agency’s Axon Records Subscription Term, Agency
will be entitled to receive Axon’s Update and Upgrade releases on an if-and-when available basis.
An “Update” is a generally available release of Axon Records that Axon makes available from time
to time. An “Upgrade” includes (i) new versions of Axon Records that enhance features and
functionality, as solely determined by Axon; and/or (ii) new versions of Axon Records that provide
additional features or perform additional functions. Upgrades exclude new products that Axon
introduces and markets as distinct products or applications.
New or additional Axon products and applications, as well as any Axon professional services needed
to configure Axon Records, are not included. If Agency purchases Axon Records as part of a bundled
offering, the Axon Record subscription begins on the later of the (1) start date of that bundled
offering, or (2) date Axon provisions Axon Records to Agency.
13 Axon Cloud Services Restrictions. Agency and Agency end users (including employees,
contractors, agents, officers, volunteers, and directors), may not, or may not attempt to:
13.1 copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud
Services;
13.2 reverse engineer, disassemble, or decompile Axon Cloud Services or apply any process to
derive any source code included in Axon Cloud Services, or allow others to do the same;
13.3 access or use Axon Cloud Services with the intent to gain unauthorized access, avoid
incurring fees or exceeding usage limits or quotas;
13.4 use trade secret information contained in Axon Cloud Services, except as expressly
permitted in this Agreement;
13.5 access Axon Cloud Services to build a competitive device or service or copy any features,
functions, or graphics of Axon Cloud Services;
13.6 remove, alter, or obscure any confidentiality or proprietary rights notices (including
copyright and trademark notices) of Axon’s or Axon’s licensors on or within Axon Cloud
Services; or
13.7 use Axon Cloud Services to store or transmit infringing, libelous, or other unlawful or
tortious material; to store or transmit material in violation of third-party privacy rights; or
to store or transmit malicious code.
14 After Termination. Axon will not delete Agency Content for 90-days following termination. There
will be no functionality of Axon Cloud Services during these 90-days other than the ability to retrieve
Agency Content. Agency will not incur additional fees if Agency downloads Agency Content from
Axon Cloud Services during this time. Axon has no obligation to maintain or provide Agency
Content after these 90-days and will thereafter, unless legally prohibited, delete all Agency Content.
Upon request, Axon will provide written proof that Axon successfully deleted and fully removed all
Agency Content from Axon Cloud Services.
Master Services and Purchasing Agreement
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 9.0
Release Date: 4/17/2020 Page 9 of 33
15 Post-Termination Assistance. Axon will provide Agency with the same post-termination data
retrieval assistance that Axon generally makes available to all customers. Requests for Axon to
provide additional assistance in downloading or transferring Agency Content, including requests
for Axon’s data egress service, will result in additional fees and Axon will not warrant or guarantee
data integrity or readability in the external system.
16 U.S. Government Rights. If Agency is a U.S. Federal department or using Axon Cloud Services on
behalf of a U.S. Federal department, Axon Cloud Services is provided as a “commercial item,”
“commercial computer software,” “commercial computer software documentation,” and “technical
data”, as defined in the Federal Acquisition Regulation and Defense Federal Acquisition Regulation
Supplement. If Agency is using Axon Cloud Services on behalf of the U.S. Government and these
terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law,
Agency will immediately discontinue use of Axon Cloud Services.
17 Survival. Upon any termination of this Agreement, the following sections in this Appendix will
survive: Agency Owns Agency Content, Storage, Axon Cloud Services Warranty, and Axon Cloud
Services Restrictions.
Master Services and Purchasing Agreement
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 9.0
Release Date: 4/17/2020 Page 10 of 33
Professional Services Appendix
1 Utilization of Services. Agency must use professional services as outlined in the Quote and this
Appendix within 6 months of the Effective Date.
2 Body-Worn Camera Full Service (BWC Full Service). BWC Full Service includes advance remote
project planning and configuration support and up to 4 consecutive days of on-site service and a
professional services manager to work with Agency to assess Agency’s deployment and determine
which on-site services are appropriate. If Agency requires more than 4 consecutive on-site days,
Agency must purchase additional days. BWC Full Service options include:
System set up and configuration
x Instructor-led setup of Axon View on smartphones (if applicable)
x Configure categories and custom roles based on Agency need
x Register cameras to Agency domain
x Troubleshoot IT issues with Axon Evidence and Axon Dock (“Dock”) access
x One on-site session included
Dock configuration
x Work with Agency to decide the ideal location of Docks and set configurations on Dock
x Authenticate Dock with Axon Evidence using admin credentials from Agency
x On-site assistance, not to include physical mounting of docks
Best practice implementation planning session
x Provide considerations for the establishment of video policy and system operations best
practices based on Axon’s observations with other agencies
x Discuss the importance of entering metadata in the field for organization purposes and other
best practice for digital data management
x Provide referrals of other agencies using the Axon camera devices and Axon Evidence
x Recommend rollout plan based on review of shift schedules
System Admin and troubleshooting training sessions
Step-by-step explanation and assistance for Agency’s configuration of security, roles & permissions,
categories & retention, and other specific settings for Axon Evidence
Axon instructor training (Train the Trainer)
Training for Agency’s in-house instructors who can support Agency’s Axon camera and Axon Evidence
training needs after Axon has fulfilled its contractual on-site obligations
Evidence sharing training
Tailored workflow instruction for Investigative Units on sharing Cases and Evidence with local prosecuting
agencies
End user go-live training and support sessions
x Assistance with device set up and configuration
x Training on device use, Axon Evidence, and Evidence Sync
Implementation document packet
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample
policies, and categories & roles guide
Post go-live review
3 Body-Worn Camera Starter Service (BWC Starter). BWC Starter includes advance remote project
planning and configuration support and one day of on-site Services and a professional services
manager to work closely with Agency to assess Agency’s deployment and determine which Services
Master Services and Purchasing Agreement
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 9.0
Release Date: 4/17/2020 Page 11 of 33
are appropriate. If Agency requires more than 1 day of on-site Services, Agency must purchase
additional on-site Services. The BWC Starter options include:
System set up and configuration (Remote Support)
x Instructor-led setup of Axon View on smartphones (if applicable)
x Configure categories & custom roles based on Agency need
x Troubleshoot IT issues with Axon Evidence and Axon Dock (“Dock”) access
Dock configuration
x Work with Agency to decide the ideal location of Dock setup and set configurations on Dock
x Authenticate Dock with Axon Evidence using “Administrator” credentials from Agency
x Does not include physical mounting of docks
Axon instructor training (Train the Trainer)
Training for Agency’s in-house instructors who can support Agency’s Axon camera and Axon Evidence
training needs after Axon’s has fulfilled its contracted on-site obligations
End user go-live training and support sessions
x Assistance with device set up and configuration
x Training on device use, Axon Evidence, and Evidence Sync
Implementation document packet
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample
policies, and categories & roles guide
4 Body-Worn Camera Virtual 1-Day Service (BWC Virtual). BWC Virtual includes all items in the
BWC Starter Service Package, except one day of on-site services.
5 CEW Services Packages. CEW Services Packages are detailed below:
System set up and configuration
x Configure Axon Evidence categories & custom roles based on Agency need.
x Troubleshoot IT issues with Axon Evidence.
x Register users and assign roles in Axon Evidence.
x For the CEW Full Service Package: On-site assistance included
x For the CEW Starter Package: Virtual assistance included
Dedicated Project Manager
Assignment of specific Axon representative for all aspects of planning the rollout (Project Manager).
Ideally, Project Manager will be assigned to Agency 4–6 weeks before rollout
Best practice implementation planning session to include:
x Provide considerations for the establishment of CEW policy and system operations best
practices based on Axon’s observations with other agencies
x Discuss the importance of entering metadata and best practices for digital data management
x Provide referrals to other agencies using TASER CEWs and Axon Evidence
x For the CEW Full Service Package: On-site assistance included
x For the CEW Starter Package: Virtual assistance included
System Admin and troubleshooting training sessions
On-site sessions providing a step-by-step explanation and assistance for Agency’s configuration of
security, roles & permissions, categories & retention, and other specific settings for Axon Evidence
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Axon Evidence Instructor training
x Provide training on the Axon Evidence to educate instructors who can support Agency’s
subsequent Axon Evidence training needs.
x For the CEW Full Service Package: Training for up to 3 individuals at Agency
x For the CEW Starter Package: Training for up to 1 individual at Agency
TASER CEW inspection and device assignment
Axon’s on-site professional services team will perform functions check on all new TASER CEW Smart
weapons and assign them to a user on Axon Evidence.
Post go-live review
For the CEW Full Service Package: On-site assistance included.
For the CEW Starter Package: Virtual assistance included.
6 Smart Weapon Transition Service. The Smart Weapon Transition Service includes:
Archival of CEW Firing Logs
Axon’s on-site professional services team will upload CEW firing logs to Axon Evidence from all TASER
CEW Smart Weapons that Agency is replacing with newer Smart Weapon models.
Return of Old Weapons
Axon’s on-site professional service team will ship all old weapons back to Axon’s headquarters.
Axon will provide Agency with a Certificate of Destruction
*Note: CEW Full Service packages for TASER 7 include Smart Weapon Transition Service instead of 1-Day
Device Specific Instructor Course.
7 Signal Sidearm Installation Service. If Agency purchases Signal Sidearm Installation Service, Axon
will provide one day of on-site Services and one professional services manager and will cover the
installation of up 100 Signal Sidearm devices per package purchased. Agency is responsible for
providing an appropriate work area and ensuring all holsters that will have Signal Sidearm installed
onto them are available on the agreed-upon installation date(s). Installation includes:
Removal of existing connection screws that affix a holster to a holster mount
Proper placement of the Signal Sidearm Mounting Plate between the holster and the mount
Reattachment of the holster to the mount using appropriate screws
Functional testing of Signal Sidearm device
8 Out of Scope Services. Axon is only responsible to perform the professional services described in
the Quote and this Appendix. Any additional professional services are out of scope. The Parties
must document scope changes in a written and signed change order. Changes may require an
equitable adjustment in the charges or schedule.
9 Delivery of Services. Axon personnel will work Monday through Friday, 8:30 a.m. to 5:30 p.m.,
except holidays. Axon will perform all on-site tasks over a consecutive timeframe. Axon will not
charge Agency travel time by Axon personnel to Agency premises as work hours.
10 Access Computer Systems to Perform Services . Agency authorizes Axon to access relevant
Agency computers and networks, solely for performing the Services. Axon will work to identify as
soon as reasonably practicable resources and information Axon expects to use and will provide an
initial itemized list to Agency. Agency is responsible for and assumes the risk of any problems,
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delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and
consistency of all data, materials, and information supplied by Agency.
11 Site Preparation. Axon will provide a hardcopy or digital copy of current user documentation for
the Devices (“User Documentation”). User Documentation will include all required environmental
specifications for the professional Services and Devices to operate per the Device User
Documentation. Before installation of Devices (whether performed by Agency or Axon), Agency
must prepare the location(s) where Devices are to be installed (“Installation Site”) per the
environmental specifications in the Device User Documentation. Following installation, Agency
must maintain the Installation Site per the environmental specifications. If Axon modifies Device
User Documentation for any Devices under this Agreement, Axon will provide the update to Agency
when Axon generally releases it. If Axon modifies Device User Documentation for any Devices under
this Agreement, Axon will provide the update to Agency when Axon generally releases it
12 Acceptance. When Axon completes professional Services, Axon will present an acceptance form
(“Acceptance Form”) to Agency. Agency will sign the Acceptance Form acknowledging completion.
If Agency reasonably believes Axon did not complete the professional Services in substantial
conformance with this Agreement, Agency must notify Axon in writing of the specific reasons for
rejection within 7 calendar days from delivery of the Acceptance Form. Axon will address the issues
and re-present the Acceptance Form for signature. If Axon does not receive the signed Acceptance
Form or written notification of reasons for rejection within 7 calendar days of delivery of the
Acceptance Form, Axon will deem Agency to have accepted the professional Services.
13 Agency Network. For work performed by Axon transiting or making use of Agency’s network,
Agency is solely responsible for maintenance and functionality of the network. In no event will Axon
be liable for loss, damage, or corruption of Agency’s network from any cause.
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Department: Legal
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Technology Assurance Plan Appendix
If Technology Assurance Plan (“TAP”) or a bundle including TAP is on the Quote, this appendix applies.
1 TAP Warranty. The TAP warranty is an extended warranty that starts at the end of the 1-year
Hardware Limited Warranty.
2 Officer Safety Plan. If Agency purchases an Officer Safety Plan (“OSP”), Agency will receive the
deliverables detailed in the Quote. Agency must accept delivery of the TASER CEW and accessories
as soon as available from Axon.
3 OSP 7 Term. OSP 7 begins after Axon ships the Axon Body 3 or TASER 7 hardware to Agency. If
Axon ships in the first half of the month, OSP 7 starts the 1st of the following month. If Axon ships
in the second half of the month, OSP 7 starts the 15th of the following month (“OSP 7 Term”).
4 TAP BWC Upgrade. If Agency has no outstanding payment obligations and purchased TAP, Axon
will provide Agency a new Axon body-worn camera (“BWC Upgrade”) as scheduled in the Quote.
If Agency purchased TAP Axon will provide a BWC Upgrade that is the same or like Device, at Axon’s
option. Axon makes no guarantee the BWC Upgrade will utilize the same accessories or Axon Dock.
5 TAP Dock Upgrade. If Agency has no outstanding payment obligations and purchased TAP, Axon
will provide Agency a new Axon Dock as scheduled in the Quote (“Dock Upgrade”). Accessories
associated with any Dock Upgrades are subject to change at Axon discretion. Dock Upgrades will
only include a new Axon Dock bay configuration unless a new Axon Dock core is required for BWC
compatibility. If Agency originally purchased a single-bay Axon Dock, the Dock Upgrade will be a
single-bay Axon Dock model that is the same or like Device, at Axon’s option. If Agency originally
purchased a multi-bay Axon Dock, the Dock Upgrade will be a multi-bay Axon Dock that is the
same or like Device, at Axon’s option.
6 Upgrade Delay. Axon may ship the BWC and Dock Upgrades as scheduled in the Quote without
prior confirmation from Agency unless the Parties agree in writing otherwise at least 90 days in
advance. Axon may ship the final BWC and Dock Upgrade as scheduled in the Quote 60 days before
the end of the Subscription Term without prior confirmation from Agency.
7 Upgrade Change. If Agency wants to change Device models for the offered BWC or Dock Upgrade,
Agency must pay the price difference between the MSRP for the offered BWC or Dock Upgrade
and the MSRP for the model desired. If the model Agency desires has an MSRP less than the MSRP
of the offered BWC Upgrade or Dock Upgrade, Axon will not provide a refund. The MSRP is the
MSRP in effect at the time of the upgrade.
8 Return of Original Device. Within 30 days of receiving a BWC or Dock Upgrade, Agency must
return the original Devices to Axon or destroy the Devices and provide a certificate of destruction
to Axon including serial numbers for the destroyed Devices. If Agency does not return or destroy
the Devices, Axon will deactivate the serial numbers for the Devices received by Agency.
9 Termination. If Agency’s payment for TAP, OSP, or Axon Evidence is more than 30 days past due,
Axon may terminate TAP or OSP. Once TAP or OSP terminates for any reason:
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9.1 TAP and OSP coverage terminate as of the date of termination and no refunds will be given.
9.2 Axon will not and has no obligation to provide the Upgrade Models.
9.3 Agency must make any missed payments due to the termination before Agency may
purchase any future TAP or OSP.
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Department: Legal
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TASER 7 Appendix
This TASER 7 Appendix applies to Agency’s TASER 7, OSP 7, or OSP 7 Plus purchase from Axon.
1 Duty Cartridge Replenishment Plan. If the Quote includes “Duty Cartridge Replenishment
Plan”, Agency must purchase the plan for each CEW user. A CEW user includes officers that use a
CEW in the line of duty and those that only use a CEW for training. Agency may not resell cartridges
received. Axon will only replace cartridges used in the line of duty.
2 Training. If the Quote includes a training voucher, Agency must use the voucher within 1 year of
issuance, or the voucher will be void. Axon will issue Agency a voucher annually beginning on the
start of the TASER Subscription Term. The voucher has no cash value. Agency cannot exchange it
for another device or service. Unless stated in the Quote, the voucher does not include travel
expenses and will be Agency’s responsibility. If the Quote includes Axon Online Training or Virtual
Reality Content Empathy Development for Autism/Schizophrenia (collectively, “Training Content”),
Agency may access Training Content. Axon will deliver all Training Content electronically.
3 Extended Warranty. If the Quote includes an extended warranty, the extended warranty coverage
period warranty will be for a 5-year term, which includes the hardware manufacturer’s warranty plus
the 4-year extended term.
4 Trade-in. If the Quote contains a discount on CEW-related line items, including items related to
OSP, then that discount may only be applied as a trade-in credit, and Agency must return used
hardware and accessories associated with the discount (“Trade-In Units”) to Axon. Agency must
ship batteries via ground shipping. Axon will pay shipping costs of the return. If Axon does not
receive Trade-In Units within the timeframe below, Axon will invoice Agency the value of the trade-
in credit. Agency may not destroy Trade-In Units and receive a trade-in credit.
Agency Size Days to Return from Start Date of TASER 7 Subscription
Less than 100 officers 30 days
100 to 499 officers 90 days
500+ officers 180 days
5 TASER 7 Subscription Term. The TASER 7 Subscription Term for a standalone TASER 7 purchase
begins on shipment of the TASER 7 hardware. The TASER 7 Subscription Term for OSP 7 begins on
the OSP 7 Start date.
6 Access Rights. Upon Axon granting Agency a TASER 7 Axon Evidence subscription, Agency may
access and use Axon Evidence for the storage and management of data from TASER 7 CEW devices
during the TASER 7 Subscription Term. Agency may not upload any non-TASER 7 data or any other
files to Axon Evidence. Agency may not exceed the number of end users than the Quote specifies.
7 Privacy. Axon will not disclose Agency Content or any information about Agency except as
compelled by a court or administrative body or required by any law or regulation. Axon will give
notice if any disclosure request is received for Agency Content, so Agency may file an objection
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with the court or administrative body. Agency acknowledges and agrees that Axon may access
Agency Content to: (a) perform troubleshooting services upon request or as part of Axon’s
maintenance or diagnostic screenings; (b) enforce this Agreement or policies governing use of Axon
Evidence; (c) generate aggregated data, excluding information that can be used to distinguish or
trace an individual's identity, either alone or when combined with other personal or identifying
information that is linked or linkable to a specific individual (collectively, “PII”), to improve, analyze,
support, and operate Axon’s current and future devices and services.
8 Termination. If payment for TASER 7 is more than 30 days past due, Axon may terminate
Agency’s TASER 7 plan by notifying Agency. Upon termination for any reason, then as of the date
of termination:
8.1 TASER 7 extended warranties and access to Training Content will terminate. No refunds
will be given.
8.2 Axon will invoice Agency the remaining MSRP for TASER 7 products received before
termination. If terminating for non-appropriations, Axon will not invoice Agency if
Agency returns the CEW, rechargeable battery, holster, dock, core, training suits, and
unused cartridges to Axon within 30 days of the date of termination.
8.3 Agency will be responsible for payment of any missed payments due to the termination
before being allowed to purchase any future TASER 7 plan.
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Department: Legal
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Axon Auto-Tagging Appendix
1 Scope. Axon Auto-Tagging consists of the development of a module to allow Axon Evidence to
interact with Agency’s Computer-Aided Dispatch (“CAD”) or Records Management Systems (“RMS”).
This allows end users to auto-populate Axon video meta-data with a case ID, category, and location-
based on data maintained in Agency’s CAD or RMS.
2 Support. For thirty days after completing Auto-Tagging Services, Axon will provide up to 5 hours
of remote support at no additional charge. Axon will provide free support due to a change in Axon
Evidence, so long as long as Agency maintains an Axon Evidence and Auto-Tagging subscription.
Axon will not provide support if a change is required because Agency changes its CAD or RMS.
3 Changes. Axon is only responsible to perform the Services in this Appendix. Any additional Services
are out of scope. The Parties must document scope changes in a written and signed change order.
Changes may require an equitable adjustment in fees or schedule.
4 Agency Responsibilities. Axon’s performance of Auto-Tagging Services requires Agency to:
4.1 Make available relevant systems, including Agency’s current CAD or RMS, for assessment
by Axon (including remote access if possible);
4.2 Make required modifications, upgrades or alterations to Agency’s hardware, facilities,
systems and networks related to Axon’s performance of Auto-Tagging Services;
4.3 Provide access to the premises where Axon is performing Auto-Tagging Services, subject
to Agency safety and security restrictions, and allow Axon to enter and exit the premises
with laptops and materials needed to perform Auto-Tagging Services;
4.4 Provide all infrastructure and software information (TCP/IP addresses, node names, network
configuration) necessary for Axon to provide Auto-Tagging Services;
4.5 Promptly install and implement any software updates provided by Axon;
4.6 Ensure that all appropriate data backups are performed;
4.7 Provide assistance, participation, and approvals in testing Auto-Tagging Services;
4.8 Provide Axon with remote access to Agency’s Axon Evidence account when required;
4.9 Notify Axon of any network or machine maintenance that may impact the performance of
the module at Agency; and
4.10 Ensure reasonable availability of knowledgeable staff and personnel to provide timely,
accurate, complete, and up-to-date documentation and information to Axon.
5 Access to Systems. Agency authorizes Axon to access Agency’s relevant computers, network
systems, and CAD or RMS solely for performing Auto-Tagging Services. Axon will work diligently to
identify as soon as reasonably practicable resources and information Axon expects to use and will
provide an initial list to Agency. Agency is responsible for and assumes the risk of any problems,
delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and
consistency of all data, materials, and information supplied by Agency.
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Department: Legal
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Axon Fleet Appendix
1 Agency Responsibilities. Agency must ensure its infrastructure and vehicles adhere to the
minimum requirements to operate Axon Fleet as established by Axon during the on-site assessment
at Agency and in any technical qualifying questions. If Agency’s representations are inaccurate, the
Quote is subject to change.
2 Cradlepoint. If Agency purchases Cradlepoint Enterprise Cloud Manager, Agency will comply with
Cradlepoint’s end user license agreement. The term of the Cradlepoint license may differ from the
Axon Evidence Subscription. Cradlepoint installation is outside the scope of this Agreement. If
Agency requires Cradlepoint support, Agency will contact Cradlepoint directly.
3 Third-party Installer. Axon will not be liable for the failure of Axon Fleet hardware to operate per
specifications if such failure results from installation not performed by, or as directed by Axon.
4 Wireless Offload Server.
4.1 License Grant. Axon grants Agency a non-exclusive, royalty-free, worldwide, perpetual
license to use Wireless Offload Srever (“WOS”). “Use” means storing, loading, installing, or
executing WOS solely for data communication with Axon Devices for the number of
licenses purchased. The WOS term begins upon the start of the Axon Evidence
Subscription.
4.2 Restrictions. Agency may not: (a) modify, alter, tamper with, repair, or create derivative
works of WOS; (b) reverse engineer, disassemble, or decompile WOS, apply any process to
derive the source code of WOS, or allow others to do so; (c) access or use WOS to avoid
incurring fees or exceeding usage limits; (d) copy WOS in whole or part; (e) use trade secret
information contained in WOS; (f) resell, rent, loan or sublicense WOS; (g) access WOS to
build a competitive device or service or copy any features, functions or graphics of WOS;
or (h) remove, alter or obscure any confidentiality or proprietary rights notices (including
copyright and trademark notices) of Axon or Axon’s licensors on or within WOS.
4.3 Updates. If Agency purchases WOS maintenance, Axon will make updates and error
corrections to WOS (“WOS Updates”) available electronically via the Internet or media as
determined by Axon. Agency is responsible for establishing and maintaining adequate
Internet access to receive WOS Updates and maintaining computer equipment necessary
for use of WOS. The Quote will detail the maintenance term.
4.4 WOS Support. Upon request by Axon, Agency will provide Axon with access to Agency’s
store and forward servers solely for troubleshooting and maintenance.
5 Axon Vehicle Software.
5.1 License Grant. Axon grants Agency a non-exclusive, royalty-free, worldwide, perpetual
license to use ViewXL or Dashboard (collectively, “Axon Vehicle Software”.) “Use” means
storing, loading, installing, or executing Axon Vehicle Software solely for data
communication with Axon Devices. The Axon Vehicle Software term begins upon the start
of the Axon Evidence Subscription.
5.2 Restrictions. Agency may not: (a) modify, alter, tamper with, repair, or create derivative
works of Axon Vehicle Software; (b) reverse engineer, disassemble, or decompile Axon
Vehicle Software, apply any process to derive the source code of Axon Vehicle Software, or
allow others to do so; (c) access or use Axon Vehicle Software to avoid incurring fees or
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Department: Legal
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exceeding usage limits; (d) copy Axon Vehicle Software in whole or part; (e) use trade secret
information contained in Axon Vehicle Software; (f) resell, rent, loan or sublicense Axon
Vehicle Software; (g) access Axon Vehicle Software to build a competitive device or service
or copy any features, functions or graphics of Axon Vehicle Software; or (h) remove, alter
or obscure any confidentiality or proprietary rights notices (including copyright and
trademark notices) of Axon or Axon’s licensors on or within Axon Vehicle Software.
6 Axon Fleet Unlimited Upgrade. If Agency has no outstanding payment obligations and has
purchased the Axon Fleet Technology Assurance Plan (“Axon Fleet TAP”), Axon will provide Agency
with the same or like model of Axon Fleet hardware (“If Agency has no outstanding payment
obligations and has purchased the “Fleet Technology Assurance Plan” (“Axon Fleet TAP”), Axon
will provide Agency with the same or like model of Axon Fleet hardware (“Axon Fleet Upgrade”)
as schedule on the Quote”) as schedule on the Quote
If Agency would like to change models for the Axon Fleet Upgrade, Agency must pay the difference
between the MSRP for the offered Axon Fleet Upgrade and the MSRP for the model desired. The
MSRP is the MSRP in effect at the time of the upgrade. Agency is responsible for the removal of
previously installed hardware and installation of the Axon Fleet Upgrade.
Within 30 days of receiving the Axon Fleet Upgrade, Agency must return the original Devices to
Axon or destroy the Devices and provide a certificate of destruction to Axon, including serial
numbers of the destroyed Devices. If Agency does not destroy or return the Devices to Axon, Axon
will deactivate the serial numbers for the Devices received by Agency.
7 Privacy. Privacy. Axon will not disclose Agency Content or any information about Agency except
as compelled by a court or administrative body or required by any law or regulation. Axon will give
notice if any disclosure request is received for Agency Content, so Agency may file an objection
with the court or administrative body. Agency acknowledges and agrees that Axon may access
Agency Content to: (a) perform troubleshooting services upon request or as part of Axon’s
maintenance or diagnostic screenings; (b) enforce this Agreement or policies governing use of Axon
Evidence; (c) generate aggregated data, excluding information that can be used to distinguish or
trace an individual's identity, either alone or when combined with other personal or identifying
information that is linked or linkable to a specific individual (collectively, “PII”), to improve, analyze,
support, and operate Axon’s current and future devices and services.
8 Axon Fleet Unlimited Termination. If Agency’s payment for any Axon Fleet Unlimited program
or Axon Evidence is more than 30 days past due, Axon may terminate Axon Fleet Unlimited. Once
Axon Fleet Unlimited terminates for any reason, then:
8.1 Axon Fleet Subscription coverage terminates, and no refunds will be given.
8.2 Axon will not and has no obligation to provide the Axon Fleet Upgrade Models.
8.3 Agency will be responsible for payment of any missed payments due to the termination
before being allowed to purchase any future Axon Fleet TAP.
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Department: Legal
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Axon Aware Appendix
This Axon Aware Appendix applies to both Axon Aware and Axon Aware Plus.
1 Axon Aware Subscription Term. If Agency purchases Axon Aware as part of a bundled offering,
the Axon Aware subscription begins on the later of the (1) start date of that bundled offering, or (2)
date Axon provisions Axon Aware to Agency.
If Agency purchases Axon Aware as a standalone, the Axon Aware subscription begins the later of
the (1) date Axon provisions Axon Aware to Agency, or (2) first day of the month following the
Effective Date.
The Axon Aware subscription term will end upon the completion of the Axon Evidence Subscription
associated with Axon Aware.
2 Scope of Axon Aware. The scope of Axon Aware is to assist Agency with real-time situational
awareness during critical incidents to improve officer safety, effectiveness, and awareness. In the
event Agency uses Axon Aware outside this scope, Axon may initiate good-faith discussions with
Agency on upgrading Agency’s Axon Aware to better meet Agency’s needs.
3 LTE Requirements. Axon Aware is only available and usable with an LTE enabled body-worn
camera. Axon is not liable if Agency utilizes the LTE device outside of the coverage area or if the
LTE carrier is unavailable. LTE coverage is only available in the United States, including any U.S.
territories. Axon may utilize a carrier of Axon’s choice to provide LTE service. Axon may change LTE
carriers during the Term without Agency’s consent.
4 Axon Aware Service Limitations. Agency acknowledges that LTE service is made available only
within the operating range of the networks. Service may be temporarily refused, interrupted, or
limited because of: (a) facilities limitations; (b) transmission limitations caused by atmospheric,
terrain, other natural or artificial conditions adversely affecting transmission, weak batteries, system
overcapacity, movement outside a service area or gaps in coverage in a service area and other
causes reasonably outside of the carrier’s control such as intentional or negligent acts of third
parties that damage or impair the network or disrupt service; or (c) equipment modifications,
upgrades, relocations, repairs, and other similar activities necessary for the proper or improved
operation of service.
Partner networks are made available as-is and the carrier makes no warranties or representations
as to the availability or quality of roaming service provided by carrier partners, and the carrier will
not be liable in any capacity for any errors, outages, or failures of carrier partner networks. Agency
expressly understands and agrees that it has no contractual relationship whatsoever with the
underlying wireless service provider or its affiliates or contractors and Agency is not a third-party
beneficiary of any agreement between Axon and the underlying carrier.
5 Termination. Upon termination of this Agreement, or if Agency stops paying for Axon Aware or
bundles that include Axon Aware, Axon will end LTE service.
Add-on Services Appendix
Master Services and Purchasing Agreement
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 9.0
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This Appendix applies to Axon Citizen for Communities, Axon Redaction Assistant, and Axon Performance.
1 Subscription Term. If Agency purchases Axon Citizen for Communities, Axon Redaction Assistant,
or Axon Performance as part of OSP 7, the subscription begins on the later of the (1) start date of
the OSP 7 Term, or (2) date Axon provisions Axon Citizen for Communities, Axon Redaction
Assistant, or Axon Performance to Agency.
If Agency purchases Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance
as a standalone, the subscription begins the later of the (1) date Axon provisions Axon Citizen for
Communities, Axon Redaction Assistant, or Axon Performance to Agency, or (2) first day of the
month following the Effective Date.
The subscription term will end upon the completion of the Axon Evidence Subscription associated
with the add-on.
2 Axon Citizen Storage. For Axon Citizen, Agency may store an unlimited amount of data submitted
through the public portal (“Portal Content”), within Agency’s Axon Evidence instance. The post-
termination provisions outlined in the Axon Cloud Services Terms of Use Appendix also apply to
Portal Content.
3 Performance Auto-Tagging Data. In order to provide some features of Axon Performance to
Agency, Axon will need to store call for service data from Agency’s CAD or RMS.
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Axon Commander™ Software Appendix
1 License. Axon owns all executable instructions, images, icons, sound, and text in Commander. All
rights are reserved to Axon. Axon grants a non-exclusive, royalty-free, worldwide right and license
to use Commander. “Use” means storing, loading, installing, or executing Commander exclusively
for data communication with an Axon Device. Agency may use Commander in a networked
environment on computers other than the computer it installs Commander on, so long as each
execution of Commander is for data communication with an Axon Device. Agency may make copies
of Commander for archival purposes only. Agency shall retain all copyright, trademark, and
proprietary notices in Commander on all copies or adaptations.
2 Term. The Quote will detail the duration of the Commander license, as well as any maintenance.
The term will begin upon installation of Commander by Axon.
3 License Restrictions. All licenses will immediately terminate if Agency does not comply with any
term of this Agreement. Agency may not use Commander for any purpose other than as expressly
permitted by this Agreement. Agency may not:
3.1 modify, tamper with, repair, or otherwise create derivative works of Commander;
3.2 reverse engineer, disassemble, or decompile Commander or apply any process to derive
the source code of Commander, or allow others to do the same;
3.3 access or use Commander to avoid incurring fees or exceeding usage limits or quotas;
3.4 copy Commander in whole or part, except as expressly permitted in this Agreement;
3.5 use trade secret information contained in Commander;
3.6 resell, rent, loan or sublicense Commander;
3.7 access Commander to build a competitive device or service or copy any features, functions,
or graphics of Commander; or
3.8 remove, alter, or obscure any confidentiality or proprietary rights notices (including
copyright and trademark notices) of Axon or Axon’s licensors on or within Commander or
any copies of Commander.
4 Support. Axon may make available updates and error corrections (“Updates”) to Commander. Axon
will provide Updates electronically via the Internet or media as determined by Axon. Agency is
responsible for establishing and maintaining adequate access to the Internet to receive Updates.
Agency is responsible for maintaining the computer equipment necessary to use Commander. Axon
may provide technical support of a prior release/version of Commander for 6 months from when
Axon made the subsequent release/version available.
5 Termination. Axon may terminate Agency’s license immediately for Agency’s failure to comply with
any of the terms in this Agreement. Upon termination, Axon may disable Agency’s right to login to
Axon Commander.
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Axon Application Programming Interface Appendix
1 Definitions.
“API Client” means the software that acts as the interface between Agency’s computer and the
server, which is already developed or to be developed by Agency.
“API Interface” means software implemented by Agency to configure Agency’s independent API
Client Software to operate in conjunction with the API Service for Agency’s authorized Use.
“Axon Evidence Partner API, API or AXON API” (collectively “API Service”) means Axon’s API
which provides a programmatic means to access data in Agency’s Axon Evidence account or
integrate Agency’s Axon Evidence account with other systems.
“Use” means any operation on Agency’s data enabled by the supported API functionality.
2 Purpose and License.
2.1 Agency may use API Service and data made available through API Service, in connection
with an API Client developed by Agency. Axon may monitor Agency’s use of API Service to
ensure quality, improve Axon devices and services, and verify compliance with this
Agreement. Agency agrees to not interfere with such monitoring or obscure from Axon
Agency’s use of API Service. Agency will not use API Service for commercial use.
2.2 Axon grants Agency a non-exclusive, non-transferable, non-sublicensable, worldwide,
revocable right and license during the Term to use API Service, solely for Agency’s Use in
connection with Agency’s API Client.
2.3 Axon reserves the right to set limitations on Agency’s use of the API Service, such as a quota
on operations, to ensure stability and availability of Axon’s API. Axon will use reasonable
efforts to accommodate use beyond the designated limits.
3 Configuration. Agency will work independently to configure Agency’s API Client with API Service
for Agency’s applicable Use. Agency will be required to provide certain information (such as
identification or contact details) as part of the registration. Registration information provided to
Axon must be accurate. Agency will inform Axon promptly of any updates. Upon Agency’s
registration, Axon will provide documentation outlining API Service information.
4 Agency Responsibilities. When using API Service, Agency and its end users may not:
4.1 use API Service in any way other than as expressly permitted under this Agreement;
4.2 use in any way that results in, or could result in, any security breach to Axon;
4.3 perform an action with the intent of introducing any viruses, worms, defect, Trojan horses,
malware, or any items of a destructive nature to Axon Devices and Services;
4.4 interfere with, modify, disrupt or disable features or functionality of API Service or the
servers or networks providing API Service;
4.5 reverse engineer, decompile, disassemble, or translate or attempt to extract the source
code from API Service or any related software;
4.6 create an API Interface that functions substantially the same as API Service and offer it for
use by third parties;
4.7 provide use of API Service on a service bureau, rental or managed services basis or permit
other individuals or entities to create links to API Service;
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4.8 frame or mirror API Service on any other server, or wireless or Internet-based device;
4.9 make available to a third-party, any token, key, password or other login credentials to API
Service;
4.10 take any action or inaction resulting in illegal, unauthorized or improper purposes; or
disclose Axon’s API manual.
5 API Content. All content related to API Service, other than Agency Content or Agency’s API Client
content, is considered Axon’s API Content, including:
5.1 the design, structure and naming of API Service fields in all responses and requests;
5.2 the resources available within API Service for which Agency takes actions on, such as
evidence, cases, users, or reports; and
5.3 the structure of and relationship of API Service resources; and
5.4 the design of API Service, in any part or as a whole.
6 Prohibitions on API Content. Neither Agency nor its end users will use API content returned from
the API Interface to:
6.1 scrape, build databases, or otherwise create permanent copies of such content, or keep
cached copies longer than permitted by the cache header;
6.2 copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute,
publicly display, or sublicense to any third-party;
6.3 misrepresent the source or ownership; or
6.4 remove, alter, or obscure any confidentiality or proprietary rights notices (including
copyright and trademark notices).
7 API Updates. Axon may update or modify the API Service from time to time (“API Update”). Agency
is required to implement and use the most current version of API Service and to make any applicable
changes to Agency’s API Client required as a result of such API Update. API Updates may adversely
affect how Agency’s API Client access or communicate with API Service or the API Interface. Each
API Client must contain means for Agency to update API Client to the most current version of API
Service. Axon will provide support for 1 year following the release of an API Update for all
depreciated API Service versions.
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Advanced User Management Appendix
1 Scope. Advanced User Management allows Agency to (a) utilize bulk user creation and
management, (b) automate user creation and management through System for Cross-domain
Identity Management (“SCIM”), and (c) automate group creation and management through SCIM.
2 Advanced User Management Configuration. Agency will work independently to configure
Agency’s Advanced User Management for Agency’s applicable Use. Upon request, Axon will provide
general guidance to Agency, including documentation that details the setup and configuration
process.
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Axon Channel Services Appendix
1 Definitions.
“Axon Digital Evidence Management System ” means Axon Evidence or Axon Commander, as
specified in the attached Channel Services Statement of Work.
“Active Channel” means a third-party system that is continuously communicating with an Axon
Digital Evidence Management System.
“Inactive Channel” means a third-party system that will have a one-time communication to an
Axon Digital Evidence Management System.
2 Scope. Agency currently has a third-party system or data repository from which Agency desires to
share data with Axon Digital Evidence Management. Axon will facilitate the transfer of Agency’s
third-party data into an Axon Digital Evidence Management System or the transfer of Agency data
out of an Axon Digital Evidence Management System as defined in the Channel Services Statement
of Work (“Channel Services SOW”). Channel Services will not delete any Agency Content. Agency
is responsible for verifying all necessary data is migrated correctly and retained per Agency policy.
3 Purpose and Use. Agency is responsible for verifying Agency has the right to share data from and
provide access to third-party system as it relates to the Services described in this Appendix and the
Channel Services SOW. For Active Channels, Agency is responsible for any changes to a third-party
system that may affect the functionality of the channel service. Any additional work required for the
continuation of the Service may require additional fees. An Axon Field Engineer may require access
to Agency’s network and systems to perform the Services described in the Channel Services SOW.
Agency is responsible for facilitating this access per all laws and policies applicable to Agency.
4 Project Management. Axon will assign a Project Manager to work closely with Agency’s project
manager and project team members and will be responsible for completing the tasks required to
meet all contract deliverables on time and budget.
5 Warranty. Axon warrants that it will perform the Channel Services in a good and workmanlike
manner.
6 Monitoring. Axon may monitor Agency’s use of Channel Services to ensure quality, improve Axon
devices and services, prepare invoices based on the total amount of data migrated, and verify
compliance with this Agreement. Agency agrees not to interfere with such monitoring or obscure
from Axon Agency’s use of channel services.
7 Agency’s Responsibilities. Axon’s successful performance of the Channel Services requires
Agency:
7.1 Make available its relevant systems for assessment by Axon (including making these
systems available to Axon via remote access);
7.2 Provide access to the building facilities and where Axon is to perform the Channel Services,
subject to safety and security restrictions imposed by the Agency (including providing
security passes or other necessary documentation to Axon representatives performing the
Channel Services permitting them to enter and exit Agency premises with laptop personal
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computers and any other materials needed to perform the Channel Services);
7.3 Provide all necessary infrastructure and software information (TCP/IP addresses, node
names, and network configuration) for Axon to provide the Channel Services;
7.4 Ensure all appropriate data backups are performed;
7.5 Provide Axon with remote access to the Agency’s network and third-party systems when
required for Axon to perform the Channel Services;
7.6 Notify Axon of any network or machine maintenance that may impact the performance of
the Channel Services; and
7.7 Ensure the reasonable availability by phone or email of knowledgeable staff, personnel,
system administrators, and operators to provide timely, accurate, complete, and up-to-date
documentation and information to Axon (these contacts are to provide background
information and clarification of information required to perform the Channel Services).
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VIEVU Data Migration Appendix
1 Scope. Agency currently has legacy data in the VIEVU Solution from which Agency desires to move
to Axon Evidence. Axon will work with Agency to copy legacy data from the VIEVU solution into
Axon Evidence (“Migration”). Before Migration, Agency and Axon will work together to develop a
Statement of Work (“Migration SOW”) to detail all deliverables and responsibilities. The Migration
will require the availability of Agency resources. Such resources will be identified in the SOW. On-
site support during Migration is not required. Upon Agency’s request, Axon will provide on-site
support for an additional fee. Any request for on-site support will need to be pre-scheduled and is
subject to Axon’s resource availability.
A small amount of unexposed data related to system information will not be migrated from the
VIEVU solution to Axon Evidence. Upon request, some of this data can be manually exported before
Migration and provided to Agency. The Migration SOW will provide further detail.
2 Changes. Axon is only responsible to perform the Services described in this Appendix and Migration
SOW. Any additional services are out of scope. The Parties must document scope changes in a
written and signed change order. Changes may require an equitable adjustment in the charges or
schedule.
3 Project Management. Axon will assign a Project Manager to work closely with Agency’s project
manager and project team members and will be responsible for completing the tasks required to
meet all contract deliverables on time and budget.
4 Downtime. There may be downtime during the Migration. The duration of the downtime will depend
on the amount of data that Agency is migrating. Axon will work with Agency to minimize any
downtime. Any VIEVU mobile application will need to be disabled upon Migration.
5 Functionality Changes. Due to device differences between the VIEVU solution and the Axon’s Axon
Evidence solution, there may be functionality gaps that will not allow for all migrated data to be
displayed the same way in the user interface after Migration
6 Acceptance. Once the Migration is complete, Axon will notify Agency and an acceptance form.
Agency is responsible for verifying that the scope of the project has been completed and all
necessary data is migrated correctly and retained per Agency policy. Agency will have 90 days to
provide Axon acceptance that the Migration was successful, or Axon will deem the Migration
accepted.
In the event Agency does not accept the Migration, Agency agrees to notify the Axon within a
reasonable time. Agency also agrees to allow Axon a reasonable time to resolve any issue. In the
event Agency does not provide the Axon written rejection of the Migration during these 90 days,
Agency may be charged for additional monthly storage costs. After Agency provides acceptance of
the Migration, the Axon will delete all data from the VIEVU solution 90 days after the Migration.
7 Post-Migration. After Migration, the VIEVU solution may not be supported and updates may not
be provided. Axon may end of life the VIEVU solution in the future. If Agency elects to maintain data
within the VIEVU solution, Axon will provide Agency 90 days’ notice before ending support for the
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VIEVU solution.
8 Warranty. Axon warrants that it will perform the Migration in a good and workmanlike manner.
9 Monitoring. Axon may monitor Agency’s use of Migration to ensure quality, improve Axon devices
and services, prepare invoices based on the total amount of data migrated, and verify compliance
with this Agreement. Agency agrees not to interfere with such monitoring or obscure from Axon
Agency’s use of Migration.
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Axon Support Engineer Appendix
1 Axon Support Engineer Payment. Axon will invoice for Axon Support Engineer (“ASE”) services,
as outlined in the Quote, when the Axon Support Engineer commences work on-site at Agency.
2 Full-Time ASE Scope of Services.
2.1 A Full-Time ASE will work on-site four (4) days per week.
2.2 Agency’s Axon sales representative and Axon’s Agency Success team will work with Agency
to define its support needs and ensure the Full-Time ASE has skills to align with those
needs. There may be up to a 6-month waiting period before the Full-Time ASE can work
on-site, depending upon Agency’s needs and availability of a Full-Time ASE.
2.3 The purchase of Full-Time ASE Services includes 2 complimentary Axon Accelerate tickets
per year of the Agreement, so long as the ASE has started work at Agency, and Agency is
current on all payments for the Full-Time ASE Service.
The Full-Time ASE Service options are listed below:
Ongoing System Set-up and Configuration
• Assisting with assigning cameras and registering docks
• Maintaining Agency’s Axon Evidence account
• Connecting Agency to “Early Access” programs for new devices
Account Maintenance
• Conducting on-site training on new features and devices for Agency leadership team(s)
• Thoroughly documenting issues and workflows and suggesting new workflows to improve the
effectiveness of the Axon program
• Conducting weekly meetings to cover current issues and program status
Data Analysis
• Providing on-demand Axon usage data to identify trends and insights for improving daily
workflows
• Comparing Agency's Axon usage and trends to peers to establish best practices
• Proactively monitoring the health of Axon equipment and coordinating returns when needed
Direct Support
• Providing on-site, tier 1 and tier 2 technical support for Axon devices
• Proactively monitoring the health of Axon equipment
• Creating and monitoring RMAs on-site
• Providing Axon app support
• Monitoring and testing new firmware and workflows before they are released to Agency’s
production environment
Agency Advocacy
• Coordinating bi-annual voice of customer meetings with Axon’s Device Management team
• Recording and tracking Agency feature requests and major bugs
3 Regional ASE Scope of Services
3.1 A Regional ASE will work on-site for 3 consecutive days per quarter. Agency must schedule
the on-site days at least 2 weeks in advance. The Regional ASE will also be available by
phone and email during regular business hours up to 8 hours per week.
3.2 There may be up to a 6-month waiting period before Axon assigns a Regional ASE to
Agency, depending upon the availability of a Regional ASE.
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3.3 The purchase of Regional ASE Services includes 2 complimentary Axon Accelerate tickets
per year of the Agreement, so long as the ASE has started work at Agency and Agency is
current on all payments for the Regional ASE Service.
The Regional ASE service options are listed below:
Account Maintenance
• Conducting remote training on new features and devices for Agency’s leadership
• Thoroughly documenting issues and workflows and suggesting new workflows to improve the
effectiveness of the Axon program
• Conducting weekly conference calls to cover current issues and program status
• Visiting Agency quarterly (up to 3 consecutive days) to perform a quarterly business review,
discuss Agency's goals for your Axon program, and continue to ensure a successful
deployment of Axon devices
Direct Support
• Providing remote, tier 1 and tier 2 technical support for Axon devices
• Creating and monitoring RMAs remotely
Data Analysis
• Providing quarterly Axon usage data to identify trends and program efficiency opportunities
• Comparing an Agency's Axon usage and trends to peers to establish best practices
• Proactively monitoring the health of Axon equipment and coordinating returns when needed
Agency Advocacy
• Coordinating bi-yearly Voice of Agency meetings with Device Management team
• Recording and tracking Agency feature requests and major bugs
4 Out of Scope Services. The ASE is responsible to perform only the Services described in this
Appendix. Any additional Services discussed or implied that are not defined explicitly in this
Appendix will be considered out of the scope.
5 ASE Leave Time. The ASE will be allowed up 7 days of sick leave and up to 15 days of vacation
time per each calendar year. The ASE will work with Agency to coordinate any time off and will
provide Agency with at least 2 weeks’ notice before utilizing any vacation days.
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Redaction Services Appendix
1 Scope. Each month of Axon Redaction Service, Agency may utilize up to the number of redacted
videos included on the Quote, or the maximum number of hours, whichever comes first. In order
to be considered one video, a video an Agency submits to Axon for redaction must be less than 1
hour. If a video is longer than 1 hour, it will be rounded up to the next hour. For example, if Agency
submits a video for redaction and that video is 150 minutes, the video will be considered 3 hours.
Agency may not rollover unused redactions and hours from one month to the next.
2 Agency Responsibilities.
2.1 Access. Agency will create an account for Axon within Agency’s Axon Evidence tenant.
Agency must provision Axon to have only permission to view and redact videos identified
for redaction. Upon completion of work or on a periodic basis in alignment with Agency’s
policy, Agency must manage or disable Axon’s access within Agency’s Axon Evidence
tenant.
2.2 Policy. Agency is responsible for providing Axon Agency’s standard policy regarding
redaction (“Redaction Policy”). The Redaction Policy should identify typical objects and
audio that need to be redacted from video. Axon will redact videos per the Redaction Policy
unless otherwise instructed in writing.
3 Submission. Agency will identify video for redaction and will submit requests to
redactionservices@axon.com. Axon will redact the video according to the Redaction Policy within
72 hours. The redaction will be performed using Axon Evidence’s Redaction Studio.
4 Security. Axon will use CJIS certified employees to perform all redaction services. Axon employees
will perform all redactions in a CJIS compliant room.
5 Acceptance of Redacted Video. Upon completing the redaction, Axon will assign the redacted
video to Agency. Agency will review the video within 5 business days of receipt and notify Axon of
any required changes. If changes are necessary, Axon will perform such changes within 48 hours of
notification. In the event Agency does not notify Axon of any requested changes within 5 business
days of receipt of the redacted video, Axon will deem the redacted video accepted by Agency.
6 Changes. Axon is only responsible to perform the Services in this Appendix. Any additional Services
are out of scope. The Parties must document scope changes in a written and signed change order.
Changes may require an equitable adjustment in fees or schedule.