HomeMy WebLinkAboutSourcewell contractAAxon Enterprise,lnc.17800 N 85th St.Scottsdale, Arizona 85255United StatesVAf :86-0741227Domestic: (800) 978-2737I nternational : + 1 .8A0,97 8.27 37Q.337197-{4482.952KH*Quote Expi ration 1 0 l22l 2021Payment Terms: N30Delivery Method: Fedex - GroundDUE747.91troocU,@frTJ(DoE(DE(t('trd(trT(cccoo$$(,ITtr(oo.TlOJ(ot!t!@N-.t('lmNooYear 1Quote DetailsNov2A21lssued: 1011312021EST Contract Start Date: 1110112021Account Number: 106670County Sheriffs Office307 West Umptanum RdEllensburg, WA 98926-2890KittitasUSAEmail:Business; Delivery;l nvoic+307 WUmptanum Rd307 W Umptanum RdEllensburg, WA 9892&6720USABILL TOSHIP TOPhone: (509) 962-761SEmail:christopher,wh itsett@co, kittitas.wa. usFax (509) 902-7s99Kyle HuntPhone:Email: huntk@axon.comFax (480)9304484PRIMARY CONTACTSALES REPRESENTATIVE60 Months$AA7,747.91H40,129.37Program LengthTOTAL COST$153,512.72($4,137.95)$149,374.77Bundle SavingsAdditional SavingsTOTAL SAVINGSPAYMENT PLAN1Q.337197-{4482.952KH
Core+LicenseDock Refresh 1Camenal withDock Refresh 2A La GarteRefresh 2 withAuto Tagging lmplementationlnstallationCameranalSidearmHolstenHALTLicenseLive CartridgesLive CartridgesBundleSIGNALKITMULTI.BAY DOCK73449RESPOND DEVICE LICENSE73682MON CAMEM REFRESH ONEDOCK2ND73683 10 GB733108012980464 EXrCAMERA70117SIGNAL UNITCABLE ASSEMBLY71M4CAMERASIGNAL ONLYOR ROUTER ONLY INSTALLATION PERVEHICLE6.67$68,898.9019$1,436.29$250.00$179.54$2,513.51192421 C,ore+T60 DebitEXTTASER 7 HOLSTER.cR2430PACKTMININGSUIT414114144141123$38.0018.2975772.4042642,35HAND2005020248TASER 722175LICENSETASER 7 LIVE CARTR]DGE,NSSTANDOFF (3.SDEGREE)2$27.29$27.29$3,356.611tll$7.260.4t$2,119.97$3,356.6172517.95$1,436.29,00.u279.00 $200.361.671DENCE.COM A.I.A-CART STOMGE1230.08TAGGING410.00M416156.2117.24TI-BAY BWC DOCK 1ST REFRESHUNLIMITEDAXON DEVICE7368673689AUTO TAGGING / PERFORMANC$2,000.0079999E IMPLEMENTATIONSERVICE70112AXON SIGNAL UNIT14Camena80464EXTWARMNTYCAMEM411.67$8.38$28.0141E.com License$39.0073746(FormedyLICENSEcoMEVIDENCE.PROFESSIONALSKU22176TASER7 LIVE CARTRTDGE, CLOSE QUARTERS (12-123$38.00Q.33719744482.952KH
76TACTICAL1coMTASER 7Handleslnert Cartridgeslnert CartridgesAdminTaser 7 TargetSpare HandlesTaser 7 Target FnameTraining Live CartridgesTraining Live CartridgesTraining Live CartridgesTraining Live CarlridgesTraining Live CartridgesTraining Live CarhidgesTnaining Live CartridgesTraining Live GartridgesTraining Live CartridgesTraining Live CartridgesBatteriesTraining Halt CartridgesTraining Halt CadridgesTnaining Halt CartridgesHalt20008TASER 7 HANDLE,YLW, H|GH VIStBtLtTY (GREEN3R22179TASER 7 INERT CARTRIDGE, STANNS(3.5-DEcREE)4122181TASER 7 INERTCARTRIDGE, CLOSE QUARTERS (12-41NS80087TASER 7CONDUCTIVE, PROFESSIONAL20008TASER 7 HANDLE, YLW, HIGH VISIBILITY (GREENCLASS80090TARGET FMME, PROFESSIoNAL, 27.5 tN, X 75 tN.,TASER 722175TASER 7 LIVENSSTANDOFFn1757 L|VE CARTRTDGE, STANDOFF (3.$DEGREE)DGE, STANDoFF (3,$DEGREE)828282828222175TASER 7 LIVE CARTRTDGE, STANDOFF (3.NS22175TASER 7 LIVENSTASERNS22175TASER 7 LIVE CARTRIDGE, STANDOFF (3.SDEGREE)221767 LIVE CARTRIDGE, CLOSE QUARTERS{12-NS22176TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS2-NS22176TASER 7 LIVECARTR|DGE, CLOSE QUARTERS (12-22176TASER 7 LIVECARTRIDGE, CLoSE QUARTERS (12-NS22176TASER7 L|VE CARTRTDGE, CLOSE QUARTERS (12-20018 TASERT22177TASER 7 HOOK-AND-LOOPSTANDOFF NSTRN (MLT) CARTRTDGE,22177TASER 7 HOOK.AND.LOOPTRN (HALT)CARTRIDGE,STANDOFF NS22178TASER 7 HOOK.AND.LOOPTRN (HALT)CARTR|DGE,QUART NS41$1,720,00 $866.65$35,532.59$49.00$35.19$1,442.75$49.00$35.19$1,442.755.44$150.00$107.72$107.72$1,720.00 $1,235,21$1,235.21$75,00$53.86$53.86$38.00$27.29$2,237.74$38.00$27.29$2,237.74$38.00$27.29$2,237.74$38.00$27.29$2,237.74$38.00$27.2992,237.74$38,00$27.29$2,237.74$38.00$27.29$2,237.74$38.00$27.29$2,237.74$38.00$27.29$2,237.74$38.00$n.29$2,237.74026,27$38.00$27.29$2,237.74$38.00$27.29$2,237.74$n.29$2,237.74182828282828282823Train221787 HOOK-AND-LOOP TRN82$38.00Q.33719744482.952KH74
CLOSE QUART NSDuty Cartridge Replenishment20246 TASER 7 DUW CARTRIDGE REPLACEMENT LICENSE 41$2.50$1.80$4,416.60Docks74200 TASER76.BAY DOCKAND CORE.22Dock MountWALL MOUNTASSYDOCK 1Dock Power Cord71019NORTH AMERPOWER CORD FOR AB3 8.BAY, AB2 1.$10.45$7.50$7.50BAY/CameraAXON. NA1O.3473202 AXON3 - NA1011534 US&Cto USB-A CABLE FOR AB3 OR FLEX 2Dock7421MON BODY 3.1.77Power CordCIher80379 EXTWARRANTYSIGNAL UNIT14.4780395 EXTWARRANTY7 HANDLE417,22OtherEXT WARMNW7 HANDLE9.93Other80374EXT WARRANTYTASER 7 BATTERY PACK4919CIher80396 EXTWARMNW7 SIX BAY DOCK9.93CIher85144 AXON700.00$7,020.00Tax is estimated based on rates applicable at date of quote and subiect to change at time of invoicing. tf a tax exemption certificate should be applied, ptease submitpdorto invoicing.1USB466I4$0.00$0.83;1.16.22.001.00$0.0071019$0.006CORD FORAB3 &BAY, A821.NORTH AMER POWERDOCKBAYMountMAGNETFLEXIBMON RAPIDLOCK46$2i15.00i2,750.00$0.00BASIC LICENSE315.00$39.00EVIDENCE.COM LICENSE (Formerly$39,00373746OtherCIherTASER 7TASER 60 UNLIMITED1Q.337197.44482.9s2KH
Contract Sourcewell Contr:act #0107204XN is incorporated by reference into the terms and conditions of this Agreement. ln the event of onflict the terms of Axon,s MasterServices and Purchasing Agreement shall govem.5Q.337197444E2.952KH
Standard Terms and ConditionsAxon Enterprise lnc. Sales Terms and ConditionsAxon Master Services and Purchasing Agreement:This Quote is limited to and conditionaluponyour acceptance of the provisions set forth hereinand Axon's Master Services and Purchasing Agreement(posted atwww.axon.com/legal/sales-terms-and+o,frd.illons), as well as the attached Statementof Work (SOW) forAxon Fleet and/orAxon lnterview Roompurchase, if applicable. ln theevent you and Axon have entered into a prior agreementto govem all future purchases, that agreement shall govem to theextent it includes the productsand seMces being purchased and does not conflict withthe Axon Gustomer Experience lmprovement program Appendixdescribed below.ACEIP:The Axon Customer Experience lmprovement Program Appendix, which includes the shadng of de-identified segments of Agency Content with Axon todevelop new ploducts and improve your product experience (posted at www.axon.com/legaUsales-terms-and+o-nditionsl, is'incorporated herein byrebrence. By signing below, you agree to the tenns of the Axon Customer Experience lmprovement program.Acceptance of Terms:Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions. By signing below, you represent that youare lawfully able to enter into contracts. lf you are signing on behalf of an entity (including but not limited to the company, iruni-cipalig, or goudr*rni ,frn.yfor whom you work), you represent to Axon that you have legal authority to bind that entity. lf you do not have this aum6rity, please do noisign this auote.5Q.337197.44482.952KH
Exceptions to Standard Terms and ConditionsExecution of this quote will terminate contracts associated with Q-143782 (executed contract #X000104gs) and q-zzo315 (executed contract #ooap474lwith Axonand will start a new 60 month contract.The parties agree that Axon is charging a debit of $27,999 (applied to Year 1 - Trad+ln Debit) to capture the remaining value oured from previously deployed CEWhardware. This debit is based on a ship date range of 10t112021-1011512021, resulting in a 11t112021 contract start date. Any change in this ship date and resultingcontract start date will result in modification of this debifs value which may result in additional fees due to or from Axon.Axon is gnanting a discount of $21 ,1 20 for the trade-in of cEW hardware.7Q.3371 97.44482.952Kt{
et#fo? /q,Asa/Date SignedSignaturercrcfn218Q.33719744482.952KH
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AMENDMENT g1
TO
CONTRACT #O1O72O.AXN
THIS AMENDMENT is by and between Sourcewell and Axon Enterprise lnc. {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
27, 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.
lN CONSIDERATION OF the rnutual 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/L7/20. All references to the Master Services and Purchasing Agreement should
be read to mean Version 9.O 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 lnc.
by:
Sd^wwtt
Autho
lerpmv Schwe rtz
Name - Printed
Title: Direqtof of Operations & Procurement/Cp0
D^ter 6/L3/2020 | 1L:32 pM cDr
Sourcewell-APPROVED:
6/L2/2020 | 4;27 pM cDr
/-otruglgnrd by:
ev: I (Jtns bt*q
A u t h o rlrptgo1.c4ttl.lt
Chris Kirbv
Name - Printed
Title
vP, sales
Date
,-Ocugbnedny:Bv: | (J*L billelL
A u t h o * tEoae g;p:nq,gc,
Chad Coarrette
Name - Printed
Title: Executive DirectorlCEO
Date:6/L4/202O | 2:38 pM cDr
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Master Services and Purchasing Agreement
This Master Services and Purchasing Agreement ("Agreement") is between Axon Enterprise, lnc., 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";. lt 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:
Definitions.
"Axon Cloud Seruices" 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.
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. lf Axon ships the Device in the first half
of the month, the start date is the 1st of the following month. lf 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.
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. lf Axon
sends a past due account to collections, Agency is responsible for collection and attorneys' fees.
faXpS. Agency is responsible for sales and other taxes associated with the order unless Agency provides
Axon a valid tax exemption certificate.
Tifle:
Department:Legal
Servlces and Purchasing
Version:9.0
Release Datet 4 / 17 /2020
AAXCN
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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 euote.
Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as
provided by state or federal law.
Warrantv.
7.1 Hardware Llmited 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. lf 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.
lf 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. lf 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.
lf 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. lf 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
6
7
to any Axon Device or Service will
Department: Legal
Version: 9.0
Release Datei 4/ 17 /2020
claim, demand, or action out of or
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I
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 consequentiat
damages, however caused, whether for breach of warranty or contract, negligence,
strict liability, tort or any other legal theory.
Statenlent of Work. Certain Axon Devices and Services, including Axon lnterview Room, Axon Channel
Services, and Axon Fleet, may require a Statement of Work that details Axon's Service deliverables ("SOW").
ln 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 cunent Axon device warnings.
Design Changes. Axon may make design changes to any Axon Device or Seruice without notifuing Agency
or making the same change to Devices and services previously purchased by Agency.
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.
lnsurance. Axon will maintain General Liability, Workers'Compensation, and Automobile Liability insurance.
Upon request, Axon will supply certificates of insurance.
lndemnification. Axon will indemnify Agency's officers, directors, and employees ("Agency lndemnitees")
against all claims, demands, losses, and reasonable expenses arising out of a third-party claim against an
Agency lndemnitee 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.
lP 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.
16
lP lndemnification. Axon will indemnifo Agency lndemnitees 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 lP 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 Agreemenf or (d)
use of Axon software that is not the most current release provided by Axon.
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.
l Her
Department:
seryrces ang Furcnastng Agreement Detween
Legal
Version:9.0
Release Date | 4/ 17 / 2A2O
t0
11
12
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AXOn ano Agency
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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. lf 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. lf 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. lf 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.
Confidentiality. "Confidential lnformation" means nonpublic information designated as confidential or,
given the nature of the information or circumstances surrounding disclosure, should reasonably be
understobd to be confidential. Each Party will take reasonable measures to avoid disclosure, dissemination,
or unauthorized use of the other Party's Confidential lnformation. Unless required by law, neither Party will
disclose the other Party's Confidential lnformation during the Term and for 5-years thereafter. Axon pricing
is Confidential lnformation and competition sensitive. lf 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.
General.
19.1 Force Maieure. Neither Party will be liable for any delay or failure to perform due to a cause beyond
a Party's reasonable control.
19.2 lndependent 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; colorl 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 subsidia of fina on,
n
Department: Legal
Version:9.0
Release Oatei 4/ L7 /2020
or for pu
n
a uisition,
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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. lf 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 Suruival. The following sections will survive termination: Payment, Warranty, Device Warnings,
lndemnification, lP Rights, and Agency Responsibilities.
19.10 Governing [aw. 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 lnternational 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, lnc.
Attn: Legal
17800 N.85th Street
Scottsdale, Arizona 85255
legal@axon.com
Robert e. orisco11, Jr.
Name:
Title: VP,Assoc. General Counsel
LL/L7 /2021
Date:
Agency:
Attn:
Street Address
City, State, Zip
Email
Name:t-e%lftdkL
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 Agency
Signature:Signat
Title:
Date:Celgb(.r," tq ,10 7l
Tiue
Department
aster servtces and Purchasing
Legal
Version: 9.0
Relea se Date | 4 / L7 / ZO2O
Agreement Detween Axon and Agency
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AAXON Master Services and Purchasing Agreement
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Axon Cloud Services Terms of Use Appendix
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 Agenry'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.
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 €vidence only to store and
manage TASER CEW and TASER CAM data CTASER Data"). Agency may not upload non-TASER
Data to Axon Evidence Lite.
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 Agenry
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.
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 lnvestigation Criminal Justice lnformation Services
Security Addendum.
Agency Responsibilities. Agency is responsible for (a) ensuring Agency owns Agenry 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
lnternet connections for use of Axon Cloud Services. lf Agency becomes aware of any violation of
this Agreement by an end user, Agency will immediately terminate that end user's access to Axon
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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.
Privaqr. 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. lf Axon receives a disclosure
request for Agenry 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.
Axon Body 3 Wi-F! 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, lf 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, lnc. ("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.
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.
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 Seruices remains within the
United States. Ownership of Agency Content remains with Agency.
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
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Content because of suspension, except as specified in this Agreement.
Axon Cloud Services Warranty. Axon disclaims any warranties or responsibility for data corruption
or errors before Agency uploads data to Axon Cloud Services.
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 additionalAxon products and applications, as well as any Axon professional services needed
to configure Axon Records, are not included. lf 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.
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;
13.5 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
1r.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.
After Termination. Axon will not delete Agency Content for 90-days following termination. There
will be no functionality of Axon Cloud Services during these 9O-days other than the ability to retrieve
Agency Content. Agenry 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.
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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.
U.S. Government Rights. lf 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. lf 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.
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.
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Professional Seruices Appendix
Utilization of Services. Agency must use professional services as outlined in the Quote and this
Appendix within 6 months of the Effective Date.
Body-Worn Camera Full Service (BWC Full Servicel. 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. lf Agency requires more than 4 consecutive on-site days,
must urchase additional da BWC Full Service include:
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
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System set up and configuration
r lnstructor-led setup of Axon View on smartphones (if applicable)r Configure categories and custom roles based on Agency needr Register cameras to Agency domainr Troubleshoot lT issues with Axon Evidence and Axon Dock ("Dock") accesso One on-site session included
Work with Agenry to decide the ideal location of Docks and set configurations on Dock
Authenticate Dock with Axon Evidence using admin credentials from Agency
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Dock configuration
On-site to
Best practice implementation planning sessiono Provide considerations for the establishment of video policy and system operations best
practices based on Axon's observations with other agencies. Discuss the importance of entering metadata in the field for organization purposes and other
best practice for digital data managementr Provide referrals of other agencies using the Axon camera devices and Axon Evidenceo 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 settinqs for Axon Evidence
Axon instructor training (Irain the Trainer)
Training for Agency's in-house instructors who can support Agency's Axon camera and Axon Evidence
traininq needs after Axon has fulfil led its contractualon-site ob
Evidence sharing training
Tailored workflow instruction for lnvestigative Units on sharing Cases and Evidence with local prosecuting
ctes
End user go-live training and support sessionsr Assistance with device set up and configurationr Training on device use, Axon Evidqnce, and Evidence Sync
lmplementation document packet
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample
policies, and categories & roles guide
Post go-live review
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are appropriate. lf Agency requires more than 1 day of on-site Services, Agency must purchase
additional on-site Services. The BWC Starter ons include:
Body-Worn Camera Virtual 1-Day Service (BWC Virtuall. BWC Virtual includes all items in the
BWC Starter Service Package except one day of on-site services.
CEW Services Packa are detailed below:
System set up and configuration (Remote Support)r lnstructor-led setup of Axon View on smartphones (if applicable)r Configure categories & custom roles based on Agency needr Troubleshoot lr issues with Axon Evidence and Axon Dock ("Dock") access
o Work with Agency to decide the ideal location of Dock setup and set configurations on Docko Authenticate Dock with Axon Evidence using "Administrator" credentials from Agencyr Does not include physical mounting of docks
Dock configuration
Axon instructor training (Irain 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 sessionso Assistance with device set up and configuration
o Train on device Axon and
lmplementation document packet
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample
& rolestctand
System set up and configuration
r configure Axon Evidence categories & custom roles based on Agency need.o Troubleshoot lT issues with Axon Evidence.r Register users and assign roles in Axon Evidence.r For the CEW Full Service Package: On-site assistance included
? For the CEW Starter Package! Virtual assistance included
Assignment of specific Axon representative for all aspects of planning the rollout (Project Manager).
4-6 weeks before rolloutldeallv, Proiect Manaoer will be assiqned to Aoencv
Dedicated Project Manager
Best practice implementation planning session to include:r Provide considerations for the establishment of CEW poliry and system operations best
practices based on Axon's observations with other agenciesr Discuss the importance of entering metadata and best practices for digital data managemento Provide referrals to other agencies using TASER cEWs and Axon Evidencer For the CEW Full Service Package: On-site assistance included
Virtual assistance includedr For the CEW Starter
System Admin and troubleshooting training sessions
On-site sessions providing a step-by-step explanation and assistance for Agency's configuration of
specific settings for Axon Evidencecateqories & retention. and othersecuritv, roles & oermis
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The Smart Wea Transition Service includes:
*Note: CEW Full Service packages for TASER 7 include Smart Weapon Transition Service instead of 1-Day
Device Specific lnstructor Course.
Signal Sidearm lnFtallation Service. lf Agency purchases Signal Sidearm lnstallation 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). lnstallation includes:
Belloval of existing connection screws that affix a holster to a holster mount
Properplacement of the Signal Sidearm Mountinq Plate between the holster and the mount
Reattachment of the holster to the mount using appropriate screws
Functional testing of Signal Sidearm device
out of Ssope 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.
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 Syttems 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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Axon Evidence lnstructor training. Provide training on the Axon Evidence to educate instructors who can support Agency's
subsequent Axon Evidence training needs.r For the CEW Full Service Package: Training for up to 3 individuals at Agencyo For the CEW Starter Package: Traini 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 assion 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 Virtual assistance included
Axon's on-site professional services team will upload CEW firing logs to Axon Evidence from all TASER
CEW Smart Weapons that Agencv is replacinq with newer Sma(Weapon models.
Archival of CEW Firing Logs
Return of Old Weapons
Axon's on-site professional service team will ship all old weapons back to Axon's headquarters.
Axon will with a Certificate of Destruction
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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.
Sitq.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 ("lnstallation Site") per the
environmental specifications in the Device User Documentation. Following installation, Agency
must maintain the lnstallation Site per the environmental specifications. lf Axon modifies Device
User Documentation for any Devices under this Agreement, Axon will provide the update to Agency
when Axon generally releases it. lf Axon modifies Device User Documentation for any Devices under
this Agreement, Axon will provide the update to Agency when Axon generally releases it
Acceptance. When Axon completes professional Services, Axon will present an acceptance form
("Acceptance Form") to Agency. Agency will sign the Acceptance Form acknowledging completion.
lf 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. lf 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 Agenry to have accepted the professional Services.
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. ln no event will Axon
be liable for loss, damage, or corruption of Agency's network from any cause.
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Technology Assurance Plan Appendix
lf Technology Assurance Plan ("TAP") or a bundle including TAP is on the Quote, this appendix applies.
TAP Warranty. The TAP warranty is an extended warranty that starts at the end of the 1-year
Hardware Limited Warranty.
Officer Safety Plan. lf 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.
OSP 7 T-erm. OSP 7 begins after Axon ships the Axon Body 3 or TASER 7 hardware to Agency. lf
Axon ships in the first half of the month, OSP 7 starts the 1st of the following month. lf Axon ships
in the second half of the month, OSP 7 starts the 15th of the following month ("OSP 7 Term").
TAP BWC Upgrade. lf 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.
lf 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.
TAP Dock Upgrade. lf 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. lf 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. lf Agency originally
purchased a multi-bay Axon Doclg the Dock Upgrade will be a multi-bay Axon Dock that is the
sarne or like Device, at Axon's option.
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.
Upgrade Change. lf Agenry 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. lf 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.
Return of Origlnal 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. lf Agency does not return or destroy
the Devices, Axon will deactivate the serial numbers for the Devices received by Agency.
Termination. lf 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 Agenry must make any missed payments due to the termination before Agency may
purchase any future TAP or OSP.
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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
Duty Cartridge Replenishment Plan. lf 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.
Training. lf the Quote includes a training voucher, Agency must use the voucher within 1 year of
issuancg 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. lf the Quote includes Axon Online Training or Virtual
Reality Content Empathy Development for Autism/Schizophrenia (collectively, ,,Training Gontent,,),
Agency may access Training Content. Axon will deliver all Training Content electronically.
Extended Warranty. lf 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.
Trade-in. lf 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-ln Units") to Axon. Agency must
ship batteries via ground shipping. Axon will pay shipping costs of the return. lf Axon does not
receive Trade-ln Units within the timeframe below Axon will invoice Agency the value of the trade-
in credit. Agency may not destroy Trade-ln Units and receive a trade-in credit.
Agency Size Days to Retum from Start Date of TASER 7 Subscription
Less than 100 officers 30 days
100 to 499 officers 90 days
500+ officers 1 B0 days
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.
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.
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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Master Seruices and Purchasing Agreement
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, "Pll"), to improve, analyze,
support, and operate Axon's current and future devices and services.
Termination. lf payment for TASER 7 is more than 30 days past due, Axon may terminate
Agenry'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
willbegiven.
8.2 Axon will invoice Agency the remaining MSRP for TASER 7 products received before
termination. lf 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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Axon Auto-Tagging Appendix
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 lD, category, and location-
based on data maintained in Agency's CAD or RMS.
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 fuon
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.
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.
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 (TCPllP 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.lO Ensure reasonable availability of knowledgeable staff and personnel to provide timely,
accurate, complete, and up-to-date documentation and information to Axon.
Access to Systemg 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, completenest and
consistency of all data, materials, and information supplied by Agenry.
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Axon Fleet Appendix
Agency Responsibilities. Agency must ensure its infrastructure and vehicles adhere to the
minimum requirements to operate Axon Fleet as established byAxon during the on-site assessment
at Agency and in any technical qualifying questions. lf Agency's representations are inaccurate, the
Quote is subject to change.
Cradlepoint. lf 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. lf
Agency requires cradlepoint support, Agency will contact cradlepoint directly.
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.
Wireless Offload Seruer.
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 par1 (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) removg 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. lf Agenry purchases WOS maintenance, Axon will make updates and error
corrections to WOS ("WOS Updates") available electronically via the lnternet or media as
determined by Axon. Agency is responsible for establishing and maintaining adequate
lnternet access to receive WOS Updates and maintaining computer equipment necessary
for use of WOS. The euote 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.
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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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.
Axon Fleet Unlimited Upgrade. lf 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 ("lf 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"l as schedule on the euote
lf 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, lf Agency does not destroy or return the Devices to Axon, Axon
will deactivate the serial numbers for the Devices received by Agency.
Privacy. Privacy. Axon will not disclose Agency Content or any information about Agenry 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, "Pll"), to improve, analyze,
support, and operate Axon's current and future devices and services.
Axon Fleet Unlimited Termination. lf 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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Axon Aware Appendix
This Axon Aware Appendix applies to both Axon Aware and Axon Aware plus.
Axon Aware Subscription Term. lf 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.
lf 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.
Scope of Axon Awar-e.. The scope of Axon Aware is to assist Agency with real-time situational
awareness during critical incidents to improve officer safery effectiveness, and awareness.'ln the
event Agency uses Axon Aware outside this scope, Axon may initiate good-faith discussions with
Agenry on upgrading Agency's Axon Aware to better meet Agency's needs.
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.
Axon Aware Service Li{nilations. Agenry 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.
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
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This Appendix applies to Axon Citizen for Communities, Axon Redaction Assistant, and Axon performance.
Subscfiption Term. lf 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.
lf Agency purchases Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance
as a standalong 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.
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
PortalContent.
Performance Auto-Tagging Data. ln 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* Softurare Appendix
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. Agenry shall retain all copyright, trademark, and
proprietary notices in Commander on all copies or adaptations.
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.
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 othenarise 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.
Support. Axon may make available updates and error corrections ("Updates") to Commander. Axon
will provide Updates electronically via the lnternet or media as determined by Axon. Agency is
responsible for establishing and maintaining adequate access to the lnternet 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.
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 lnterface Appendix
Definitions.
"APl 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.
"APl lnterface" means software implemented by Agenry to configure Agency's independent Apl
Client Software to operate in conjunction with the API Service for Agency's authorized Use.
"Axon Evidence Partner APl, API or AXON APl" (collectively "APl Service") means Axon's Apl
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 Apl functionality
2 Purpose and License.
2.1 Agenry 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 APl. Axon will use reasonable
efforts to accommodate use beyond the designated limits.
Configuration, Agency will work independently to configure Agency's API Client with Apl 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 no14.1 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, modifo, disrupt or disable features or functionality of API Service or the
seryers or networks providing Apl 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 lnterface 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 Apl Service;
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4.8
4.9
frame or mirror API Service on any other server, or wireless or lnternet-based device;
make available to a third-party, any token, key, password or other login credentials to API
Service;
take any action or inaction resulting in illegal, unauthorized or improper purposes; or
disclose Axon's API manual.
4.10
5 API Contgnt. 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 Agenry takes actions on, such as
evidence, casesr 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.
Prohibitions on API Content. Neither Agency nor its end users will use API content returned from
the API lnterface to:
5.1 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).
API Updates. Axon may update or modify the API Service from time to time ("APl 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 lnterface. Each
API Client must contain means for Agency to update API Client to the most current version of Apl
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
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
ldentity Management ("SClM"), and (c) automate group creation and management through SCIM.
Adven€ed User Management Configuration. Agenry 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
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.
"lnactive Channel" means a third-party system that will have a one-time communication to an
Axon Digital Evidence Management System.
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.
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.
Proiect 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.
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Warranty. Axon warrants that it will perform the Channel Services in a good and workmanlike
manner.
Monjtoring. 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.
Aoency'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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7.3
7.4
7.5
7.6
7.7
computers and any other materials needed to perform the Channel Services);
Provide all necessary lnfrastructure and software information (TCPllP addresses, node
names, and network configuration) for Axon to provide the Channel Services;
Ensure all appropriate data backups are performed;
Provide Axon with remote access to the Agency's network and third-party systems when
required for Axon to perform the Channel Services;
Notify Axon of any network or machine maintenance that may impact the performance of
the Channel Services; and
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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AAXCN Master Services and Purchasing Agreement
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VIEVU Data Migration Appendix
Scope. Agenry 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.
Changee. 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.
Proiect 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.
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.
Functionality Chanoes. 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
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.
ln the event Agency does not accept the Migration, Agency agrees to notify the Axon within a
reasonable time. Agenry also agrees to allow Axon a reasonable time to resolve any issue. ln 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.
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. lf 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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AAXON Master Services and Purchasing Agreement
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VIEVU solution.
Warranty. Axon warrants that it will perform the Migration in a good and workmanlike manner
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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2
Axon Support Engineer Appendix
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.
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
: c.p-nngSling A9-9n9y !o "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 worHlows and suggesting new workflows to improve the
effectiveness of the Axon program. Conducti ng wgekly meetings to g-o-ver ggrrent issues and prggram 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. Proactivelymonitorinq lfe hggttl of 4lol _qqyjplgnt qnd go-9r{!n91_ing returns when needed
Direct Support. Providing on-sitg tier 1 and tier 2 technical support for Axon devices. Proactively monitoring the health of Axon equipment. Creating and monitoring RMfu 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. Recoq-ding q1d llgcking Agency featqre re-quests 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
Agenry, depending upon the availability of a Regional ASE.
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Version: 9.0
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AAXCN Master Services and Purchasing Agreement
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 I ASE service 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
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gp-lqv" m q l-! -ol Ap" :t" d gyises- .
Direct Support. Providing remote, tier 1 and tier 2 technical support for Axon devices
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 monitori ng the health of inq returns when needed
Agency Advocacy. Coordinating bi-yearly Voice of Agency meetings with Device Management team
.BeSsrCi ng" g 0d ! r_9--c_l in s" 19 eryy f-qgture rgq qgs! t end ry9j 9 t h"p e 9
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.
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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AAXCN Master Seryices and Purchasing Agreement
1
Redaction Services Appendix
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. ln order
to be considered one video, a video an Agency submits to Axon for redaction must be less than 'l
hour. lf a video is longer than t 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.
Agency Responsibilities.
2.1 Access. Agenry 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 Agenry'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.
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.
Security. Axon will use CJIS certified employees to perform all redaction services. Axon employees
will perform all redactions in a CJIS compliant room.
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. lf changes are necessary, Axon will perform such changes within 48 hours of
notification. ln 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.
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.
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AMENDMENT f1
TO
CoNTRACTf01072o-A)(N
THIS AMENDMENT is by and between Sourcewell and Axon Enterprise lnc. (Vendor)
Sourcewell awarded a contract to Vendor for Public Safety Video Surveillance Solutions with
Related Equipment, Software and Accessories effective February 25,2O20, through February
2L,2024 (Contract).
The parties wish to amend the following terms within the Contract:
1. This Amendment is effective upon the date of the last signature below.
Vendor's Master Services and Purchasing Agreement (Version 8.0) is deleted in its
entirety and replaced with its updated Master Services and Purchasing Agreement
(Version 1.3.0), which is attached hereto and incorporated herein.
Except as amended above, the Contract remains in fullforce and effect
Sourcewell Axon Enterprise lnc.
Docuslgned by:Omusignod by:
2.
Sd'uwfi
, , ,-.ur€lnent Officer Chrls
5/24/2o2L | 8:29 PM cDr
Date:5/24/202t | 8:15 PM cDr
Sourcewell Contract #010720-MN I Amendment f1
Page 1 of 1
U^s
Jere m!
Date
Approved:
Chad
Date:
by:
U*L b^,^Lltu
,e Director/CEO
s/24/2021 | 9237 PM cDr
DocuSign Envelope lD: 55B85E9C-C664-43ED-90F6-9BBB27'l5E28D
AAXCN Master Services and Purchasing Agreement between
Axon and Agency
This Master services and Purchasing Agreement ("Agreement") is between Axon E nterprise, lnc., a Delaware
corporation ("Axo n"), and the agency on the Quote ("Agency"). This Agreement is etfective 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 "Pafty" and collectively "Parties". This Agreement governs Agency's purchase and use of the Axon
Devices and Services detailed in the Quote Appendix ("Quote"). lt is the intent of the Parties that this Agreement
act as a master agreement goveming 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:
I Definitions.
"Axon Cloud Seruices" 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 wananties, and my.evidence.com.
"Axon Device" 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 erors.
"Sefvices" 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. lf Axon ships the Axon Device in
the first half of the month, the start date is the 1st of the following month. lf Axon ships the Axon Device in
the second half of the month, the start date is the 1Sth 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 devicbs and
services may require additional terms. Axon will not authorize services untilAxon receives a signed Quote
or accepts a purchase order, whichever is first.
Pavment. 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. lf Axon
sends a past due account to collections, Agency is responsible for collection and attorneys' fees.
Taxes. Agency is responsible for sales and other taxes associated with the order unless Agency provides
Axon a valid tax exemption certificate.
Shiooinq. Axon may make partialshipments and ship Axon 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 carier. Agency is responsible for any shipping charges in the euote.
Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as
provided by state or federal law.
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AAXCN Master Services and Purchasing Agreement between
Axon and Agency
7 Warrantv.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 wanants for 30 months from the date of Agency's receipt. Axon warrants its
Axon-manufactured accessories for gO-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 'l-year hardware wananty 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. lf 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 Axon Device will be new or like new. Axon will warrant the
replacement Axon Device for the longer of (a) the remaining warranty of the original Axon Device
or (b) 9O-days from the date of repair or replacement.
lf Agency exchanges a device or part, the replacement item becomes Agency's property, and the
replaced item becomes Axon's property. Before delivering a Axon Device for service, Agency must
upload Axon 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 Axon Device sent to Axon for service.
7.3 Spare Axon Devices. For qualified purchases, Axon may provide Agency a predetermined number
of spare Axon Devices as detailed in the Quote ("Spare Axon Devices"). Spare Axon Devices are
intended to replace broken or non-functioning units while Agency submits the broken or non-
functioning units, through Axon's warranty return process. Axon will repair or replace the unit with
a replacement Axon Device. Title and risk of loss for all Spare Axon Devices shall pass to Agency
in accordance with shipping terms under Section 5. Axon assumes no liability or obligation in the
event Agency does not utilize Spare Axon Devices for the intended purpose.
7.4 Limitations. Axon's warranty excludes damage related to: (a) failure to follow Axon Device use
instructions; (b) Axon Devices used with equipment not manufactured or recommended by Axon;
(c) abuse, misuse, or intentional damage to Axon Device; (d) force majeure; (e) Axon Devices
repaired or modified by persons other than Axon without Axon's written permission; or (f) Axon
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 orat, written,
statutory, or implied. lf 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
not exceed the purchase price paid to Axon for the Axon Device, or if for $ervices,
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.
Statement of Work. Certain Axon Devices and Services, including Axon lnterview Room, Axon Channel
Services, and Axon Fleet, may require a Statement of Work that details Axon's Service deliverables
("SOW'). ln 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.
Axon Device Warninos. See www.axon.com/legal for the most current Axon Device warnings.
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AAXON Master Services and Purchasing Agreement between
Axon and Agency
10 Desiqn Ghanqes. Axon may make design changes to any Axon Device or service
or making the same change to Axon Devices and services previously purchased
without notifying Agency
by Agency.
Bundled Offerinqs. 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.
lnsura[gg Axon will maintain General Liability, Workers' Compensation, and Automobile Liability
insurance. Upon request, Axon willsupply certificates of insurance.
lnd?mni{icqtion. Axon will indemnify Agency's officers, directors, and employees ("Agency lndemnitees")
against allclaims, demands, losses, and reasonable expenses arising out of a third-party blaim against an
Agency lndemnitee 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.
lP Biqhtq. 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.
lP lndemnification. Axon will indemnify Agency lndemnitees 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 lP indemnification obligations
do not apply to claims based on (a) modification of Axon Devices or Services by Agency or a third-pirty not
approved by Axon; (b) use of Axon Devices and Services in combination with hardware or servicei 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.
Aqencv ResoonsiFilities. 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.
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 3O days. lf Agency
terminates this Agreement due to Axon's uncured breach, Axon will refund prepaid amountJ on a
prorated basis based on the effective date of termination.
17.2 By Agency. lf sufficient funds are not appropriated or othena/se 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. lf Agency
purchases Axon Devices for less than the manufacture/s suggested retail price ("MSRP"; and tnii
Agreement terminates before the end of the Term, Axon will invoice Agency the difference between
the MSRP for Axon Devices received, including any Spare Axon bevices, and amounts paid
towards those Axon Devices. Only if terminating for non-appropriation, Agency may return Axon
Devices to Axon within 30 days of termination. MSRP is the standalone price of ihe indiviOual Axon
Device at the time of sale. For bundled Axon Devices, MSRP is the standalone price of all individual
components.
Cgnfidentialifu. "Gonfidential lnformation" means nonpublic information designated as confidential or,
given the nature of the information or circumstances surrounding disclosure, should reasonably be
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AAXCN Master Services and Purchasing Agreement between
Axon and Agency
understood to be confidential. Each Party willtake reasonable measures to avoid disclosure, dissemi nation,
or unauthorized use of the other Party's Confidential lnformation. Unless required by law, neither Party will
disclose the other Party's Confidential lnformation during the Term and for S-years thereafter. Axon pricing
is Confidential lnformation and competition sensitive. lf 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 Par$ will be liable for any delay or failure to perform due to a cause beyond
a Party's reasonable control.
19.2 lndependent Gontractors. 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 basedon 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 Gompliance. 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,
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. lf 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, Axon Device
Warnings, lndemnification, lP 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 lnternational 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, lnc. Agency:
Attn: Legal Attn:
17800 N. 85th Street Street Address
Scottsdale, Arizona 85255 City, State, Ziplegal@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
Title: Master
Depaftment: Legal
servrces and Purchasing Agreement between
Version: 13.0
Relea se Date : 3/ 3 t / 2O2L
AXOn and Agency
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Each representative identified below declares they have been expressly authorized to execute this Agreement as
of the date of signature.
Axon Agency
Signature:Signature
Name: Robert e. orisco11, lr Name:
Title:VP, Assoc. General Counsel Vi ril.-{,ha
understandings, whether written or verbal, regarding the
Agreement may only be modified or amended in a writing
subject matter of this Agreement. This
signed by the Parties.
beLt,
by;
Title:
Date
rmLkl
LL/L7 /202L PetpW".l't q, Ee" IDate:
I ifle:
Department:
servlces ano PUrcnasing Agreement between
Legal
Version: 12.0
Release Dale: 121 L8/2020
Axon ano Agency
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AAXON
1
Master Services and Purchasing Agreement
Axon Gloud Services Terms of Use Appendix
Definitions.
"Agency Content" is data uploaded into, ingested by, or created in Axon Cloud Services within
Agency's tenant, includinq 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 oniine identifiei
or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural
or social identity of that natural person.
Acgess. 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 noiexceed more
end users than the Quote specifies. Axon Air requires an Axon Evidence subscription for each
drone operator. For Axol 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 uptoad non-
TASER Data to Axon Evidence Lite.
Aqencv OJvns Aq,encv 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 is not Axon's business records. Agency is solely responiible for uploading, snlring,
managing, and deleting Agency Content. Axon will only have access to Agency Contbnt for thL
limited purposes set forth herein. Agency agrees to allow Axon access to Agency Content to (a)
perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce-this Agreemeni
or policies governing use of the Axon products.
Securitv. 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 managementl incident
monitoring and response; encryption of uploaded digital evidence; security edu-cation; and data
protection. Axon agrees to the Federal Bureau of lnvestigation Criminal Justice lnformation
Services Security Addend um.
noencv nesoonsiUl . 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 Aion Cloud
Services violates this Agreement or applicable laws; and (c) maintaining necessary computer
equipment and lnternet connections for use of Axon Cloud Services. lf Agency becomes aware of
any violation of this Agreement by an end user, Agency will immediately terminate that end useis
access to Axon Cloud Services.
Agency will also maintain the security of end user names and passwords and securi$ 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,
2
3
4
5
transfer, or sublicense access to an shall contact Axon im mediately
r
Department: Legal
Version: 12.0
Release Date: t2l LB|2O2Q
other entity or person
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AAXON Master Services and Purchasing Agreement
ifa
info
n unauthorized party may be using Agency's account or Agency Content, or if account
rmation is lost or stolen.
6
7
8
9
To the extent Agency uses the Axon Cloud Services to interact with YouTube@, such use may begoverned by the YouTube Terms of seryice, available at
https : //www. voutu be. com/static?template=terms.
EriY?-c.X. Agency's use of Axon Cloud Services is subject to the Axon Cloud Services Privacy
Policy, a cunent version of which is available at httos://www.axon.com/leqal/cloud-servicesj
privgcv-oolicy. Agency agrees to allow Axon access to Non-Content Oata trom ngency to (a)
perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, devel6p, iirprove,
and support cunent and future Axon products and related services; and (c) enforce this Agreement
or policies governing the use of Axon products.
Axon Bodv 3 Wi-Fi Positioninq. Axon Body 3 cameras offer 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. lf 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, lnc. ("Skyhook") to faci[itate 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.
$toraoe. 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
sto-rage. Agency Content in archival storage will not have immediate availability and may take up
to 24 hours to access.
Locatio.,tt gf Storaoe. 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 Staies
agencies, Axon will ensure all Agency Content stored in Axon Cloud Services remains within the
United States. Ownership of Agency Content remains with Agency.
SusoenFion. 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 othei
customer; (c) subject Axon, Axon's affiliates, or any third-party to liability; or (d) be fraudulent.
{9encV remains responsible for all fees incurred through suspension. Axon will not delete Agency
Content because of suspension, except as specified in this Agreement.
Axon .Gloud Services Warrantv. Axon disclaims any warranties or responsibility for data
corruption or errors before Agency uploads data to Axon cloud services.
Axon Regords. 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-wh6n available
basis.
The Axon Records Subscription Term will end upon the competition of the Axon Records
10
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ItUe: Master
Department: Legal
servlces and purcnastn9 Agreement
Version:12.0
Release Date:. L2l t8l2O2O
Den,een Axon ano Agency
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Master Services and Purchasing Agreement
Subscription as documented in the Quote, or if purchased as part of an OSP 7 bundle, upon
competition of the OSP 7 Term ("Axon Records Subscription")
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. lf 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.
Axon Gloud SRrvices 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 Gloud 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; or13.7 use Axon Cloud Services to store or transmit infringing, libelous, or other unlaMul or
tortious material; to store or transmit material in violation of third-party privacy rights; or to
store or transmit malicious code.
After Termination. Axon will not delete Agency Content for 90-days following termination. There
will be no functionality of Axon Cloud Services during these 9Odays other than the ability to retrieve
Agency Content. Agency will not incur additionalfees 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{ays and will thereafter, unless legally prohibited, delete allAgency Content.
Upon request, Axon will provide written proof that Axon successfully deleted and fully removed all
Agency Content from Axon Cloud Services.
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.
U.S. Government Riohts. lf 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 FederalAcquisition Regulation
Supplement. lf 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.
ilUe: Master Services
Department: Legal
Version: 12.0
Release Date: L2l L8/2O2O
ans purcnasrng Agreement oetween Axon and Agency
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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.
I ide: Master Services
Department: Legal
Version: 12.0
Release Date: L2/ LU2A2O
ano purcnasrng Agreement between Axon ancl Agency
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1
Axon Customer Experience lmprovement Program Appendix
Axon Customer Experience lmprovement Proqram {ACElPl. The ACEIP is designed to
accelerate Axon's development of technology, such as building and supporting automated features,
to ultimately increase safety within communities and drive efficiency in public safety. To this end,
subject to the limitations on Axon as described below, Axon, where allowed by law, may make
limited use of Agency Content from all of its customers, to provide, develop, improve, and support
current and future Axon products (collectively, "ACEIP Purposes"). However, at all times, Axon
will comply with its obligations pursuant to the Axon Cloud Services Terms of Use Appendix to
maintain a comprehensive data security progmm (including compliance with the CJIS Security
Policy for Criminal Justice lnformation), privacy program, and data governance policy, including
high industry standards of de-identifying Personal Data, to enforce its security and privacy
obligations for the ACEIP. ACEIP has 2 tiers of participation, Tier 1 and Tier 2. By default, Agency
will be a participant in ACEIP Tier 1 . lf Agency does not want to participate in ACEIP Tier 1, Agency
can revoke its consent at any time. lf Agency wants to participate in Tier 2, as detailed below,
Agency can check the ACEIP Tier 2 box below. lf Agency does not want to participate in ACEIP
Tier 2, Agency should leave box unchecked. At any time, Agency may revoke its consent to ACEIP
Tier 1, Tier 2, or both Tiers.1.1 ACEIP Tier 1.1.1.1. When Axon uses Agency Content for the ACEIP Purposes, Axon will extract
from Agency Content and may store separately copies of certain segments or
elements of the Agency Content (collectively, 'ACEIP Gontent"). When
extracting ACEIP Content, Axon will use commercially reasonable efforts to
aggregate, transform or de-identify Agency Content so that the extracted
ACEIP Content is no longer reasonably capable of being associated with, or
could reasonably be linked directly or indirectly to a particular individual
("Privacy Preserving Technique(s)"). For illustrative purposes, some
examples are described in footnote 11. For clarity, ACEIP Content will still be
linked indirectly, with an attribution, to the Agency from which it was extracted.
This attribution will be stored separately from the data itself, but is necessary
for and will be solely used to enable Axon to identify and delete all ACEIP
Content upon Agency request. Once de-identified, ACEIP Content may then be
further modified, analyzed, and used to create derivative works. At any time,
Agency may revoke the consent granted herein to Axon to access and use
Agency Content forACElP Purposes. Within 30 days of receiving the Agency's
request, Axon will no longer access or use Agency Content for ACEIP Purposes
and willdelete any and allACEIP Content. Axon will also delete any derivative
works which may reasonably be capable of being associated with, or could
reasonably be linked directly or indirectly to Agency. ln addition, if Axon uses
Agency Content for the ACEIP Purposes, upon request, Axon will make
available to Agency a list of the specific type of Agency Content being used to
generate ACEIP Content, the purpose of such use, and the retention, privacy
preserving extraction technique, and relevant data protection practices
1 For example; (a) when extracting specific text to improve automated transcription capabilities, text that could be used
to directly identify a particular individual would not be extracted, and extracted text would be disassociated from
identifying metadata of any speakers, and the extrac{ed text would be split into individual words and aggregated with
olher data sources (including publicly available data) to remove any reasonable ability to link any specific text directly
or indiredly back to a particular individual; (b) when extracting license plate data to improve Automated License Plate
Recognition (ALPR) capabilities, individual license plate characters would be extracted and disassociated from each
other so a complete plate could nol be reconstituted, and all association lo other elements of the source video, such
as the vehicle, location, time, and the surrounding environment would also be removed;(c) when extracting audio of
potential acoustic events (such as glass breaking or gun shots), very short segments (<1 second) of audio that only
coniains the acoustic events would be extracted and all human utterances would
Department: Legal
Version: 12.0
Release Datei L2l LBI 2a2o
n9
be removed
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1.2
applicable to the Agency Content or ACEIP Content ("Use Case"). From time
to time, Axon may develop and deploy new Use Cases. At least 30 days prior
to authorizing the deployment of any new Use Case, Axon will provide Agency
notice (by updating the list of Use Case at https://www.axon.com/aceip and
providing Agency with a mechanism to obtain notice of that update or another
commercially reasonable method to Agency designated contact) ("New Use
Gase").1.1.2. Expiration of ACEIP Tier 1. Agency consent granted herein, will expire upon
termination of the Agreement. ln accordance with section 1.1.1, within 30 days
of receiving the Agency's request, Axon will no longer access or use Agency
Content for ACEIP Purposes and will delete ACEIP Content. Axon witl also
delete any derivative works which may reasonably be capable of being
associated with, or could reasonably be linked directly or indirectly to Agency.
ACEIP Tier 2.ln addition to ACEIP Tier 1, if Agency wants to help further improve Axon's
services, Agency may choose to participate in Tier 2 of the ACEIP. ACEIP Tier 2, grants
Axon certain additional rights to use Agency Content, in addition to those set forth in Tier
1 above, without the guaranteed deployment of a Privacy Preserving Technique to enable
product development, improvement, and support that cannot be accomplished with
aggregated, transformed or de-identified data.
n Check this box if Agency wants to help further improve Axon's services by
participating in ACEIP Tier 2 in addition to Tiell. By checking this box, Agency hereby
agrees to the Axon Customer Experience lmprovement Program Tier 2 Terms of Service,
available at https:llwww.axon.com/sales{erms-and-conditions and incorporated herein by
reference.
lruel >ervrces ano Purcnastno
Department: Legal
Version: 12.0
Release Dale: t2l t8/2O2O
Derween Axon ano Agency
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AAXON Master Services and Purchasing Agreement
1
Professional Services Appendix
Utilization of Services. Agency must use professional services as outlined in the Quote and this
Appendix within 6 months of the Effective Date.
Bodv-Worn Camera Full Service (BWC Full $ervicel. 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. lf Agency requires more than 4 consecutive on-
site rchase additional BWC FullService
Fodv-Worn Gamera Starter Service (BWG 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 are appropriate. lf Agency requires more than 1 day of on-site Services, Agency
must purchase additional on-site Services. The BWC Starter options include:
Title: Master Services
2
3
Department: Legal
Version: 12.0
Release Oate : 12/ LB I 2O2O
o lnstructor-led setup of Axon View on smartphones (if applicable). Configure categories and custom roles based on Agency need. Register cameras to Agency domaino Troubleshoot lT issues with Axon Evidence and Axon Dock ("Dock") accesso One on-site session included
System set up.and configuration
Work with Agency to decide the ideal location of Docks and set configurations on Dock
Authenticate Dock with Axon Evidence using admin credentials from Agency
-site assistance, not to include physical mountinq of docks
a
a
a
Dock configuration
Best practice implementation planning sessione Provide considerations for the establishment of video policy and system operations best
practices based on Axon's observations with other agencies. Discuss the importance of entering metadata in the field for organization purposes and other
best practice for digital data managemento Provide refenals of other agencies using the Axon camera devices and Axon Evidencer 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
Tailored workflow instruction for lnvestigative Units on sharing Cases and Evidence with local
prosecuting agencies
Evidence sharing training
End user go-live training and support sessionsr Assistance with device set up and configurationo Training on device use, Axon Evidence, and Evidence Sync
lmplementation document packet
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample
policies, and categories & roles guide
Post goJive review
ano Purcnasrng Agreement Detween Axon and Agency
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Master Services and Purchasing Agreement
Bodv-Worn Camera Virtual 1-Dav Service IBWC Virtual). BWC Virtual includes all items in the
BWC Starter Service Package, except one day of on-site services.
are detailed below:
System set up and configuration {Remote Support}o Instructor-led setup of Axon View on smartphones (if applicable)o Configure categories & custom roles based on Agency needo Troubleshoot lT issues with Axon Evidence and Axon Dock ("Dock") access
r Work with Agency to decide the ideal location of Dock setup and set configurations on Dockr Authenticate Dock with Axon Evidence using "Administrator" credentials from Agencyr Does not include physical mounting of docks
Dock configuration
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 sessionsr Assistrance with device set up and configuration
on device use, Axon Evidence, and Evidence Syncr Training
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample
ries & roles uide
lmplementation document pac
and
System set up and configurationr Configure Axon Evidence categories & custom roles based on Agency need.r Troubleshoot lT issues with Axon Evidence.. Register users and assign roles in Axon Evidence.o For the CEW Full Service Package: On-site assistance includede For CEW Starter Virtual assistance included
Assignment of specific Axon representative for all aspects of planning the rollout (Project Manager).
ldeally, Project Manager will be assigned to Agency 4-6 weeks before rollout
Dedicated Project Manager
Best practice implementation planning session to include:
Provide considerations for the establishment of CEW policy and system operations best
practices based on Axon's observations with other agencies
Discuss the importance of entering metadata and best practices for digital data management
Provide refenals to other agencies using TASER CEWs and Axon Evidence
For the CEW Full Seryice Package: On-site assistance included
a
a
a
a
a
For the GEW Starter Package: Virtual assistance included
System Admin and troubleshooting training sessions
On-site sessions providing a step-by-step explanation and assistance for Age
security, roles & permissions, categories & retention, and other specific settin
ncy's configuration of
gs for Axon Evidence
Axon Evidence lnstructor trainingr Provide training on the Axon Evidence to educate instructors who can support Agency's
subsequent Axon Evidence training needs.o For the GEW Full Service Package: Training for up to 3 individuals at Agency
Training for up to 1 individual at AqencyaFor the GEW Starter
ttue: Haster services a
Department: Legal
Version: 12.0
Release Date: l2l LBI 2O2O
no purcnasrng Agreement DeEween Axon ano Agency
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Master Services and Purchasing Agreement
The Smart Transition Service includes:
"Note: CEW Full Service packages for TASER 7 include Smart Weapon Transition Service instead of 1-
Day Device Specific lnstructor Course
Siqnal Sidearm lnslgllation Service. lf Agency purchases Signal Sidearm lnstallation 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). lnstallation includes:
7
I Out of Scope Services. Axon is only responsible to perform the professionalservices 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.
Deliverv 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.
Access Comouter Svstems to Perform Services. Agency authorizes Axon to access relevant
Alency 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,
delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and
consistency of all data, materials, and information supplied by Agency.
$ite Preoaration. Axon will provide a hardcopy or digital copy of current user documentation for
the Axon Devices ("User Documentation"). User Documentation will include all required
environmental specifications for the professional Services and Axon Devices to operate per the
Axon Device User Documentation. Before installation of Axon Devices (whether performed by
Agency or Axon), Agency must prepare the location(s) where Axon Devices are to be installed
("lnstallation Site") per the environmental specifications in the Axon Device User Documentation.
Following installation, Agency must maintain the lnstallation Site per the environmental
specifications. lf Axon modifies Axon Device User Documentation for any Axon Devices under this
Agreement, Axon will provide the update to Agency when Axon generally releases it
9
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Title: Master
Department: Legal
servrces and Purchasing Agreement
Version: 12.0
Release Date i L2/ LB / 2O2O
TASER CEW inspection and device assignment
Axon's on-site professional services team willperform 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.
Axon's on-site professionalservices team will upload CEW firing logs to Axon Evidence from aIITASER
EW Smart Wea that
Archival of CEW Firing Logs
ls models.newer Smart
Return
Axon's on-site teamservice shwill al oldprofessional back Axon'to heads uarters.ip weapons q
wilAxon awith ofCertificate Destruction
Removalof connection screws that affix a holster to a holster mount
_Ploper placement of the Signal Sidearm Mounting Plate the holster and the mount
Reattqchment of the !q!e!er to the mount using appropriate screws
Functional of Signal Sidearm device
Detween Axon ano Agency
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12
t3
Agceptance. When Axon completes professional Services, Axon will present an acceptance form
("Acceptance Form") to Agency. Agency will sign the Acceptance Form acknowledging
completion. lf Agency reasonably believes Axon did not complete the professional Services in
substantial conformance with this Agreement, Agency must notifo 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. lf 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.
Aqencv, 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. ln no event will Axon
be liable for loss, damage, or corruption of Agency's network from any cause.
Tiue: Master
Department: Legal
servrces ano Purchasing Agreement
Version: 12.0
Release Date: 72/ t8/ 2020
Derween Axon and Agency
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AAXON Master Services and Purchasing Agreement
Technology Assurance Plan Appendix
lf Technology Assurance Plan ("TAP") or a bundle including TAP is on the Quote, this appendix applies.
1 lAP.Warrgntv. The TAP warranty is an extended warranty that starts at the end of the 1-year
Hardware Limited Warranty.
2 Qfficer Safetv Plan. lf Agency purchases an Officer Safety Plan ("OSP"), Agency will receive the
deliverables detailed in the Quote. Agency must accept delivery of the TA-SER 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. tf
Axon ships in the first half of the month, OSP 7 starts the 1st of the following month. ff nx6n stiips
in the second half of the month, OSP 7 starts the 1Sth of the following month ('OSp 7 Term").
4 TAP BW-G Uoorade. lf Agency has no outstanding payment obligations and purchased TAp, Axon
will provide Agency a new Axon body-wom camera ("BWC Upgrade") as scheduled in the euote.
lf Agency purchased TAP Axon will provide a BWC Upgrade that is the same or like Axon Device,
at Axon's option. Axon makes no guarantee the BWC Upgrade will utilize the same accessories or
Axon Dock.
5 TAP Dogh U,oqrade. lf 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 lew Axon Dock bay configuration unless a new Axon Dock core is requiiel for BWC
compatibility lf 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 Axon Device, at Axon's obtion. lf Agency
originally purchased a multi-bay Axon Dock, the Dock Upgrade will be a multi-bay Axon Ooc-f tnat
is the same or like Axon Device, at Axon's option.
6 Uoqrade Delav. Axon may ship the BWC and Dock Upgrades as scheduled in the euote without
prior confirmation from Agency unless the Parties agree in writing othenryise at least g0 days in
advance. Axon may ship the final BWC and Dock Upgrade as scheduled in the euote 60 iays
before the end of the Subscription Term without prior confirmation from Agency.
7 Uoqrade Chanqe. lf Agency wants to change Axon Device models for the offered BWC or Dock
Upgrade, Agency must pay the price ditference between the MSRP for the offered BWC or Dock
Upgrade and the MSRP for the model desired. lf the modelAgency desires has an MSRp less than
the MSRP of lhe 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.
Ret$rn of Oriqinal Afgn De,t/ice. Within 30 days of receiving a BWC or Dock Upgrade, Agency
must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate
of destruction to Axon including serial numbers for the destroyed Axon Devices. lf Agency does not
return or destroy the Axon Devices, Axon will deactivate the serial numbers for the Axoh Devices
received by Agency.
Termination. lf Agency's paymentforTAP, OSP, orAxon Evidence is more than 30 days past due,
Axon may terminate TAP or osP. once TAp or osp terminates for any reason: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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TASER 7 Appendix
This TASER 7 Appendix applies to Agency's TASER 7, OSP 7, or OSP 7 Plus purchase from Axon.
1 P.utv', Cartridqe Replenishment Plan. lf the Quote includes "Duty Cartridge Replenishment
Plan", Agency must purchase the plan for each CEW user. A CEW user includes officers that usea 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 fraininq. lf 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 canhot eichange
it for another device or service. Unless stated in the Quote, the voucher does not include travll
expenses and will be Agency's responsibility. lf 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 Extg4ded Warrantv. lf the Quote includes an extended warranty, the extended warranty coverage
period warranty will be for a 5-year term, which includes the hardware manufacture/s warranty plus
the 4-year extended term.
Tradeln. lf 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 Agencyhust return used
hardware and accessories associated with the discount ("Trade-ln Units") to Axon. Agency must
ship batteries via ground shipping. Axon will pay shipping costs of the return. lf Axoh does not
receive Trade-ln Units within the timeframe below, Axon will invoice Agency the value of the trade-
in credit. Agency may not destroy Trade-ln 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 davs
TASER 7 Sqb.scriotion 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.
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 oi end users than the
Quote specifies.
Privacv. 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 objeciion
with the court or administrative body.
Termination. lf 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:
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seryrces ano Purcnastng Agreement
Legal
Version: 12.0
Release Date: L2/ I8l 2O2O
oef,ween Axon ano Agency
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8.2
TASER 7 extended warranties and access to Training Content willterminate. No refunds
willbegiven.
Axon will invoice Agency the remainlng MSRP for TASER 7 products received before
termination. lf 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.
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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Title: Master
Department: Legal
selVrces ano Purcnaslng Agreement
Version:12.0
Relea se Date : L2/ t8 I 2O2O
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Master Services and Purchasing Agreement
Axon Auto-Tagging Appendix
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 metadata with a Glse lD, category, and location-
based on data maintained in Agency's CAD or RMS.
Suoport. 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.
Chanoes. 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.
Aqencv Resoonsibilities. 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 installand 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; and4.10 Ensure reasonable availability of knowledgeable staff and personnel to provide timely,
accurate, complete, and up{o-date documentation and information to Axon.
Access to Svstems. Agency authorizes Axon to access Agency's relevant computers, network
systems, and CAD or RMS solely for performing Auto-Tagging Services. Axon will work diligenfly
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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Axon Fleet Appendix
Aqencv Responsibilities. Agency must ensure its infrastructure and vehicles adhere to the
minimum requirements to operate Axon Fleet 2 or Axon Fleet 3 (collectively, "Axon Fleet') as
established by Axon during the qualifier call and on-site assessment at Agency and in any technical
qualifying questions. lf Agency's representations are inaccurate, the Quote is subject to change.
9ra4lepoint. lf 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. lf Agency requires Cradlepoint support, Agency will contact
Cradlepoint directly.
Third-oartv lnstaller. 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.
Wi reless Offload Server.4.1 License Grant. Axon grants Agency a non-exclusive, royalty-free, worldwide, perpetual
license to use Wireless Offload Server ('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. lf Agency purchases WOS maintenance, Axon will make updates and error
corrections to WOS ("WOS Updates") available electronically via the lnternet or media as
determined by Axon. Agency is responsible for establishing and maintaining adequate
lnternet 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 fonvard 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 exceeding usage limits; (d) copy Axon Vehicle Software in whole or part; (e) use trade
secret information contained in Axon Vehicle Softnare; (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 raphics of Axon Vehicle Software; or (h)
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Master Services and Purchasing Agreement
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 Vehicte Softwjre-
@.lfAgencyhasnooutstandingpaymentobligationsandhaspurchasedthe"Fleet Tecinology Assurance Plan" (Fleet TAP), Axon will provide Agency with the same or like
modelof Fleet hardware ("Fleet Upgrade") as schedule on the euote.
lf 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 mod-et 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 Axon Devices
to Axon or destroy the Axon Devices and provide a certificate of destructionlo Axon, including
serial numbers of the destroyed Axon Devices. lf Agency does not destroy or return the Axon
Devices to Axon, Axon will deactivate the serial numbers for the Axon Devices received by Agency.
Privacv. 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 wili give
notice if any disclosure request is received for Agency Content, so Agency may file an objection
with the court or administrative body.
Axon Flqet Termination. Axon may terminate Agency's Fleet subscription for non-payment. Upon
any termination: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.8.3 Agency will be responsible for payment of any missed paymenG due to the termination
before being allowed to purchase any future Fleet TAp.
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Master Seryrces and
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Version: 12.0
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Axon Respond Appendix
This Axon Respond Appendix applies to both Axon Respond and Axon Respond plus.
I Axon Respond Subscription Term. lf Agency purchases Axon Respond as part of a bundled
offering, the Axon Respond subscription begins on the later of the (1) start date of that bundled
offering, or (2) date Axon provisions Axon Respond to Agency.
lf Agency purchases Axon Respond as a standalone, the Axon Respond subscription begins the
later of the (1) date Axon provisions Axon Respond to Agency, or (2) first day of the month following
the Effective Date.
The Axon Respond subscription term will end upon the completion of the Axon Evidence
Subscription associated with Axon Respond.
Scooe of Axon Resoond. The scope of Axon Respond is to assist Agency with real{ime
situational awareness during critical incidents to improve officer safety, effectiveness, and
awareness. ln the event Agency uses Axon Respond outside this scope, Axon may initiate good-
faith discussions with Agency on upgrading Agency's Axon Respond to better meet Agency's
needs.
Axon Bodv 3 LTE Requirements. Axon Respond 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 canier of Axon's choice to provide LTE
service. Axon may change LTE carriers during the Term without Agency's consent.
Axon Fleet 3 LTE Reouiremq&. Axon Respond is only available and usable with a Fleet 3
system configured with LTE modem and service. Agency is responsible for providing LTE service
for the modem. Coverage and availability of LTE service is subject to Agency's LTE carrier.
Axglr Resoond 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 carriefs 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.
With regard to Axon Body 3, 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.
Termination. Upon termination of this Agreement, or if Agency stops paying forAxon Respond or
bundles that include Axon Respond, Axon will end Aware services, including any Axon-provided
LTE service
ilue: Haster servrces
Department: Legal
Version: 12.0
Release Datei Lzl t8/ 2020
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anq Furcnasrng Agreement Detween Axon ano Agency
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Add-on Services Appendix
This Appendix applies to Axon Citizen for Communities, Axon Redaction Assistant, and Axon
Performance.
Subscription Term. lf 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.
lf 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.
Axon CitiFen Storaqe. ForAxon 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
PortalContent.
Performance Auto-Taqoinq Data. ln 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.
Tltle: Master Services
Department: Legal
Version:12.0
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Axon Auto-Transcribe Appendix
This Appendix applies to Axon Auto-Transcribe.
1) Subscription Term. lf Agency purchases Axon Auto-Transcribe as part of a bundle or Axon
Cloud Services subscription, the subscription begins on the later of the (1) start date of the bundle
or Axon Cloud Services license term, or (2) date Axon provisions Axon Auto-Transcribe to
Agency. lf Agency purchases Axon Auto-Transcribe minutes as a standalone, the subscription
begins on the date Axon provisions Axon Auto-Transcribe to Agency.
Axon Auto-Transcribe minutes expire one year after being provisioned to Agency by Axon.
lf Agency cancels Auto-Transcribe services, any amounts owed by the Parties will be based on
the amount of time passed under the annual subscription, rather than on the number of minutes
used, regardless of usage.
2) Auto-Trangcribe A-La-Carte Minutes. Upon Axon granting Agency a set number of minutes,
Agency may utilize Axon Auto-Transcribe, subject to the number of minutes allowed on the
Quote. Agency will not have the ability to roll over unused minutes to future Auto-Transcribe
terms. Axon may charge Agency additional fees for exceeding the number of purchased minutes
3) Axon Auto-Transcrlbe On-Demand. Upon Axon granting Agency an On-Demand subscription
to Axon Auto-Transcribe, Agency may utilize Axon Auto-Transcribe with no limit on the number of
minutes. The scope of Axon Auto-Transcribe On-Demand is to assist Agency with reviewing and
transcribing individual evidence items. ln the event Agency uses Axon Auto-Transcribe On-
Demand outside this scope, Axon may initiate good-faith discussions with Agency on upgrading
Agency's Axon Auto-Transcribe On-Demand to better meet Agency's needs.
4) Warrantv. Axon does not warrant the accuracy of Axon Auto-Transcribe.
Title: Master serurces and Purcnaslng Agreement
Department: Legal
Version:12.0
Release Date I I2l l8l 2O2O
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Axon Virtual Reality Content Terms of Use Appendix
Term. The Quote will detail the duration of the Virtual Reality Content license.
Headsets. Agency may purchase additional virtual reality headsets from Axon. ln the event Agency
decides to purchase additional virtual reality headsets for use with Axon's Virtual Reality Content,
Agency must purchase those headsets from Axon.
License Restrictions. All licenses will immediately terminate if Agency does not comply with any
term of this Agreement. lf Agency utilizes more users than stated in this Agreement, Agency must
purchase additionalVirtual Reality Content licenses from Axon. Agency may not use Virtual Reality
Content 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 Virtual Reality Content;3.2 reverse engineer, disassemble, or decompile Virtual Reality Content or apply any process
to derive the source code of Virtual Reality Content, or allow others to do the same;3.3 copy Virtual Reality Content in whole or part, except as expressly permitted in this
Agreement;3.4 use trade secret information contained in Virtual Reality Content;3.5 resell, rent, loan or sublicense Virtual Reality Content;3.6 access Virtual Reality Content to build a competitive device or service or copy any features,
functions, or graphics of Virtual Reality Content; or3.7 remove, alter, or obscure any confidentiality or proprietary rights notices (including
copyright and trademark notices) of Axon or Axon's licensors on or within Virtual Reality
Content or any copies of Virtual Reality Content.
Termination. Axon may terminate Agency's license immediately for Agency's failure to comply with
any of the terms in this Agreement.
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Flock Software Terms of Use Appendix
Definitions.
Certain capitalized terms, not othenrvise defined herein, have the meanings set forth or cross-
referenced in this Section 1.
"Aggregated Data" means information that relates to a group or category of customers, from which
individual customer identities have been removed, that is not linked or ieasonably linkable to any
customer, including via a device.
"Authorized End User" shall mean any individual employees, agents, or contractors of Customer
accessing or using the Flock Services through the Web lnterfbce, under the rights granted to
Customer pursuant to this Agreement,
"Customer Data" will mean the data, media and content provided by Customer through the Flock
Services. For the avoidance of doubt, the Customer Data will include the Footage and-geolocation
information and environmentaldata collected by sensors built into the Units.
"Documentation" will mean text and/or graphical documentation, whether in electronic or printed
format, that describe the features, functions and operation of the Flock Services which are piovided
by Flock to customer in accordance with the terms of this Agreement.
"Embedded Software" will mean the sofhryare andlor firmware embedded or preinstalled on the
Hardware.
"Flock lP" will mean the Flock Services, the Documentation, the Hardware, the Embedded
Software, the lnstallation Services, and any and all intellectual property therein or otherwiseprovided to Customer and/or its Authorized End Users in connection *itn tfie foregoing.
"Flock Seryices" means the provision, via the Web lnterface, of Flock's software application for
automatic license plate detection, searching image records, and sharing Footage.
"Flock System" means collectively, the Hardware, Embedded Software, and Flock Services.
"Footage" means still images and/or video captured by the Hardware in the course of and provided
via the Flock Services.
"Hardware" shall mean the Flock cameras and any other physical elements that interact with theEmbedded Software and the Web lnterface to provide the Fiock Services. The term "Hardware"
excludes the Embedded Software.
"lmplementation Fee(s)" means the monetary fees associated with the lnstallation Services, as
defined in Section 1.9 below.
"lnstallation Sewices" means the services provided by Flock including the installation, placements
and configuration of the Hardware, pursuant to any statement of work.
"Non-Customer End User" means a Flock customer that has elected to give Customer access to
its data in the Flock System.
"Non-Gustomer End User Data" means the Footage, geolocation data, environmental data and/or
notifications of a Non-Customer End User.
"Support Services" shall mean On-site Services and Monitoring Services, as defined in Section
Master Setvlces
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Version:12.0
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2.9 below
"Unit(s)" shall mean the Hardware together with the Embedded Software.
"Usage Fee" means the subscription fees to be paid by the Customer for ongoing access to
Services and Hardware.
"Web lnterface" means the website(s) orapplication(s) through which Customer and itsAuthorized
End Users can a@ess the Flock Services in accordance with the terms of this Agreement.
Flock Services.2.1 Provision of Access, Subject to the terms of this Agreement, Flock hereby grants to
Customer a non-exclusive, non-transferable right to access the features and functions of
the Flock Services via the Web lnterface during the term of Custome/s agreement, solely
for the Authorized End Users. The Footage will be available for Custome/s designated
administrator, listed on the Order Form, and any Authorized End Users to access via the
Web lnterface for thirty (30) days. Authorized End Users will be required to sign up for an
account, and selecl a password and username ("User lD"). Flock will also provide
Customer with the Documentation to be used in accessing and using the Flock Services.
Customer shall be responsible for all acts and omissions of Authorized End Users, and any
act or omission by an Authorized End User which, if undertaken by Customer, would
constitute a breach of this Agreement, shall be deemed a breach of this Agreement by
Customer. Customer shall undertake reasonable efforts to make allAuthorized End Users
aware of the provisions of this Agreement as applicable to such Authorized End User's use
of the Services, and shall cause Authorized End Users to comply with such provisions.
Flock may use the services of one or more third parties to deliver any part of the Flock
Services, including without limitation using a third party to host the Web lnterface which
makes the Flock Services available to Customer and Authorized End Users. Flock will pass
through any wananties that Flock receives from its then+urrent third-party service provider
to the extent that such warranties can be provided to Customer. Except in the event of
Flock's willful misconduct or negligence, such warranties as provided by such third-parties
are Customer's sole and exclusive remedy and Flock's sole and exclusive liability with
regard to such third-party services, including without limitation, hosting the web interface.
Customer agrees to comply with any acceptable use policies and other terms of any third
party service provider that are provided or otherwise made available to Customer from time
to time.
2.2 Embedded Software License. Subject to all terms of this Agreement, Flock grants
Customer a limited, non-exclusive, non-transferable, non-sublicensable (except to the
Authorized End Users), revocable right to use the Embedded Software as installed on the
Hardware by Flock; in each case, solely as necessary for Customer to use the Flock
Services.
2.3 Documentation License. Subject to the terms of this Agreement, Flock hereby grants to
Customer a non-exclusive, non-transferable right and license to use the Documentation
during the Service Term for Customer's internal purposes in connection with its use of the
Flock Services as contemplated herein.
2.4 Usage Restrictions. The purpose for usage of the Hardware, Documentation, Services,
support, and Flock lP is solely to facilitate gathering evidence that could be used in a lawful
criminal investigation by the appropriate government agency and not for tracking activities
that the system is not designed to capture ("Permitted Purpose"). Customer will not, and
will not permit any Authorized End Users to, (i) copy or duplicate any of the Flock lP; (ii)
decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the
source code from which any software component of any of the Flock lP is compiled or
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2.6
interpreted, or apply any other process or procedure to derive the source code of any
software included in the Flock lP, or attempt to do any of the foregoing, and Customer
acknowledges that nothing in this Agreement will be construed to grant Customer any right
to obtain or use such source code; (iii) modify, alter, tamper with or repair any of the Flock
lP, or create any derivative product from any of the foregoing, or attempt to do any of the
foregoing, except with the prior written consent of Flock; (iv) interfere or attempt to interfere
in any manner with the functionality or proper working of any of the Flock lP; (v) remove,
obscure, or alter any notice of any intellectual property or proprietary right appearing on or
contained within any of the Flock Services or Flock lP; (vi) use the Flock Services, support,
Hardware, Documentation or the Flock lP for anything other than the Permitted Purpose;
or(vii)assign, sublicense, sell, resell,lease, rentorotherwisetransferorconvey, orpledge
as security or otherwise encumber, Custome/s rights under Sections 2.1,2.2, or 2.3.
Retained Rights; Ownership. As between the Parties, subject to the rights granted in this
Agreement, Flock and its licensors retain all right, title and interest in and to the Flock lP
and its components, and Customer acknowledges that it neither owns nor acquires any
additional rights in and to the foregoing not expressly granted by this Agreement. Customer
further acknowledges that Flock retains the right to use the foregoing for any purpose in
Flock's sole discretion. There are no implied rights.
Suspension. Notwithstanding anything to the contrary in this Agreement, Flock may
temporarily suspend Customer's and any Authorized End User's access to any portion or
all of the Flock lP if (i) Flock reasonably determines that (a) there is a threat or attack on
any of the Flock lP; (b) Customer's or any Authorized End Use/s use of the Flock Service
disrupts or poses a security risk to the Flock Service or any other customer or vendor of
Flock; (c) Customer or any Authorized End User is/are using the Flock lP for fraudulent or
illegal activities; (d) Flock's provision of the Flock Services to Customer or any Authorized
End User is prohibited by applicable law; (e) any vendor of Flock has suspended or
terminated Flock's access to or use of any third party services or products required to
enable Customer to access the Flock; or (f) Customer has violated any term of this
provision, including, but not limited to, utilizing the Services for anything other than the
Permitted Purpose, and has failed to cure such violation within thirty days following written
notice of such violation from Flock (each such suspension, in accordance with this Section
2.6, a "Service Suspension"). Flock will make commercially reasonable efforts,
circumstances permitting, to provide written notice of any Service Suspension to Customer
(including notices sent to Flock's registered email address) and to provide updates
regarding resumption of access to the Flock lP following any Service Suspension. Flock
will use commercially reasonable efforts to resume providing access to the Flock Service
as soon as reasonably possible after the event giving rise to the Service Suspension is
cured. Flock will extend the Custome/s term by the duration of any suspension (for any
continuous suspension lasting at least one full day) where the Service Suspension is not
caused by the direct Customer's actions or by the actions of parties associated with the
Customer. Flock will have no liability for any damage, liabilities, losses (including any loss
of data or profits) or any other consequences that Customer or any Authorized End User
may incur as a result of a Service Suspension.
lnstallation Services.
2.7.1. Designated Locations. Prior to performing the physical installation of the Units,
Flock shall advise Customer on the location and positioning of the Units for optimal
license plate image capture, as conditions and location allow. While Flock will
provide advice regarding the location of positioning of such Units, Customer will
have the ultimate decision regarding the location, position and angle of the Units
(each Unit location so designated by Customer, a "Designated Location"). Due
to the fact that Customer selects the Designated Location, Flock shall have no
liability to Customer resulting from any poor performance, functionality or Footage
2.7
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2.7.3.
2.7.4.
2.7.5.
resulting from or otherwise relating to the Designated Locations. After an
installation plan with Designated Locations and equipment has been agreed upon
by both Flock and the Customer, any subsequent changes to the installation plan
driven by Customels request will incur a $250 charge in addition to any equipment
charges. These changes include but are not limited to camera re-positioning,
adjusting of camera mounting, re-angling, changes to heights of poles, and
removing foliage.
Customer's lnstallation Obligatioqg. Customer agrees to allow Flock and its agents
reasonable access to the designated installation locations at all reasonable times
upon reasonable notice for the purpose of performing the installation work
(togetherwith the preceding sentence, the "Gustomer lnstallation Obligations").
It is understood that the lmplementation Fees do not include any permits or
associated costs, any federal, state or local taxes including property, license,
privilege, sales, use, excise, gross receipts or other similar taxes which may now
or hereafter become applicable to, measured by or imposed upon or with respect
to the installation of the Hardware, its use, or any other services performed in
connection therewith and that Customer shall be solely responsible for the
foregoing. Customer represents and warrants that it has all necessary right title
and authority and hereby authorizes Flock to install the Hardware at the
Designated Locations and to make any necessary inspections or tests in
connection with such installation.
Flock's lnstallation Obliqations. The Hardware shallbe installed in a workmanlike
manner in accordance with Flock's standard installation procedures, and the
installation will be completed within a reasonable time from the time that the
Designated Locations are selected by Customer. Following the initial installation
of the Hardware and any subsequent Reinstalls or maintenance operations,
Flock's obligation to perform installation work shall cease; however, Flock will
continue to monitor the performance of the Units for the length of the Term and will
receive access to the Footage for a period of three (3) business days after the
initial installation in order to monitor performance and provide any necessary
maintenance solely as a measure of quality control. Customer can opt out of
Flock's access to Footage after the initial installation which would waive Flock's
responsibility to ensure such action was successful. Customer understands and
agrees that the Flock Services will not function without the Hardware. Labor may
be provided by Flock or a third party.
Theft and Qemage. Flock agrees to replace the Hardware up to one (1) time during
the Term of the Agreement, at no cost to Customer, in the event of theft or damage.
Subsequent replacement due to damage or theft will be at Custome/s own
expense, at a replacement cost of three hundred dollars ($300) per camera.
Customer shall not be required to replace subsequently damaged or stolen units;
however, Customer understands and agrees that functionality, including Footage,
will be materially affected due to such subsequently damaged or stolen units and
that Flock will have no liability to Customer regarding such affected functionalig
nor shallthe Fees owed be impacted.
security lnterest. The Hardware shall remain the personal property of Flock and
will be removed upon the termination or expiration of Custome/s Agreement.
Customer agrees to perform all acts which may be necessary to assure the
retention of title of the Hardware by Flock. Should Customer default in any payment
for the Flock Services or any part thereof or offer to sell or auction the Hardware,
then Customer authorizes and empowers Flock to remove the Hardware or any
part thereof. Such removal, if made by Flock, shall not be deemed a waiver of
Flock's rights to any damages Flock may sustain as a result of Customer's default
and Flock shall have the right to enforce any other legal remedy or right.
2.8 Hazardous Conditions. Unless otherwise stated in the Agreement, Flock's price for its
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2.9
services under this Agreement does not contemplate work in any areas that contain
hazardous materials, or other hazardous conditions, including, without limit, asbestos,
lead, toxic or flammable substances. ln the event any such hazardous materials are
discovered in the designated locations in which Flock is to perform services under this
Agreement, Flock shall have the right to cease work immediately in the area affected until
such materials are removed or rendered harmless. Any additional expenses incurred by
Flock as a result of the discovery or presence of hazardous material or hazardous
conditions shall be the responsibility of Customer and shall be paid promptly upon billing.
Support Services. Subject to the payment of fees, Flock shall monitor the performance
and of Flock Services and may, from time to time, advise Customer on changes to the
Services or the Designated Locations which may improve the performance or functionality
of the Services or may improve the quality of the Footage. The work, its timing, and the
fees payable relating to such work shall be agreed by the Parties prior to any alterations to
or changes of the Services or the Designated Locations ("Monitoring Services"). Subject
to the terms hereof, Flock will provide Customer with reasonable technical and on-site
support and maintenance services ("on€ite services") in-person or by email at
hello@flocksafety.com. Flock will use commercially reasonable efforts to respond to
requests for support.
lntentionally deleted.2.10
2.11 Changes to Platform. Flock Safety may, in its sole discretion, make any changes to any
system or platform that it deems necessary or useful to (i) maintain or enhance (a) the
quality or delivery of Flock Safety's products or services to its customers, (b) the
competitive strength of, or market for, Flock Safety's products or services, (c) such platform
or system's cost efficiency or performance, or (ii) to mmply with applicable law.
Customer Responsibilities.3.1 Customer Obligations. Upon creation of a User lD, Customer agrees to provide Flock
with accurate, complete, and updated registration information. Customer may not select
as its User lD a name that Customer does not have the right to use, or another person's
name with the intent to impersonate that person. Customer may not transfer its account to
anyone else without prior written permission. Customer will not share its account or
password with anyone and must protect the security of its account and
password. Customer is responsible for any activity associated with its account. Customer
shall be responsible for obtaining and maintaining any equipment and ancillary services
needed to connect to, access or otherwise use the Services. Customer will, at its own
expense, provide assistance to Flock, including, but not limited to, by means of access to,
and use of, Customer facilities, as well as by means of assistance from Gustomer
personnel to the limited extent any of the foregoing may be reasonably necessary to enable
Flock to perform its obligations hereunder, including, without limitation, any obligations with
respect to Support Services or any lnstallation Services.
3.2 Customer Representations and Warranties. Customer represents, covenants, and
wanants that Customer will use the Services only in compliance with this Agreement and
all applicable laws and regulations, including but not limited to any laws relating to the
recording or sharing of video, photo, or audio content. To the extent allowed by the
governing law of the state mentioned in Section 9.6, or if no state is mentioned in Section
9.6, by the law of the State of Georgia, Customer hereby agrees to indemnify and hold
harmless Flock against any damages, losses, liabilities, settlements and expenses,
including without limitation costs and attorneys' fees, in connection with any claim or action
that arises from an alleged violation of Customer's representations and wananties made
pursuant to this Section 3.2, Customer's lnstallation Obligations, or othenrise from
Customer's use of the Flock Services, Hardware and any Embedded Software, including
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any claim that such actions violate any applicable law or third party right. Although Flock
has no obligation to monitor Customer's use of the Flock Services, Flock may do so and
may prohibit any use of the Services it believes may be (or alleged to be) in violation of the
foregoing.
Confidentialitv: Data. Feedback: Aqoreqated Statistics.4.1 Customer and Non-Customer End User Data. As between Flock and Customer, all right,
title and interest in the Customer Data and Non-Customer End User Data, belong to and
are retained solely by Customer. Gustomer hereby grants to Flock a limited, non-exclusive,
royalty-free, worldwide license to use the Customer Data and Non-Customer End User
Data and perform all acts with respect to the Customer Data and Non-Customer End User
Data as may be necessary for Flock to provide the Flock Services to Customer, and a non-
exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid license to use,
reproduce, modify and distribute the Customer Data and Non-Customer End User Data as
a part of the Aggregated Data (as defined in Section 4.4 below). This Agreement does
not by itself make any Non-Customer End User Data the sole property or the Proprietary
lnformation of Customer.
4.2 Feedback. lf Customer provides any suggestions, ideas, enhancement requests,
feedback, recommendations or other information relating to the subject matter hereunder,
Customer hereby assigns (and willcause its agents and representatives to assign) to Flock
all right, title and interest (including intellectualproperty rights) with respect to or resulting
from any of the foregoing.
Aggregated Data. Notwithstanding anything in this Agreement to the conhary, Flock shall
have the right to collect and analyze data and other information relating to the provision,
use and performance of various aspects of the Flock Services and related systems and
technologies (including, without limitation, information concerning Customer Data and data
derived therefrom). For the sake of clarity, Aggregated Data is compiled anonymous data
which has been stripped of any personal identifying information. Customer acknowledges
that Flock will be compiling Aggregated Data based on Customer Data and Non-Customer
End User Data input into the Flock Services ("Aggregated Data"). Customer hereby
grants Flock a non-exclusive, worldwide, perpetual, royal$-free right and license (during
and after the Service Term hereof) to use and distribute such Aggregated Data to improve
and enhance the Services and for other marketing, development, diagnostic and corrective
purposes in connection with the Flock Services and other Flock offerings. No rights or
licenses are granted except as expressly set forth herein.
Gonfidentiality. Each Party (the "Receiving Party") understands that the other Party (the
"Disclosing Party") has disclosed or may disclose business, technical or financial
information relating to the Disclosing Party's business (hereinafter refened to as
"Proprietary lnformation" of the Disclosing Party). Proprietary lnformation of Flock
includes non-public information regarding features, functionality and performance of the
Services. Proprietary lnformation of Customer includes non-public data provided by
Customer to Flock or collected by Flock via the Unit, including the Footage, to enable the
provision of the Services, which includes but is not limited to geolocation information and
environmental data collected by sensors built into the Units ("Gustomer Data"). The
Receiving Party agrees: (i) to take the same security precautions to protect against
disclosure or unauthorized use of such Proprietary lnformation that the party takes with its
own proprietary information, but in no event will the Receiving Party apply less than
reasonable precautions to protect such Proprietary Information, and (ii) not to use (except
in performance of the Services or as otherwise permitted herein) or divulge to any third
person any such Proprietary lnformation. Flock's use of the Proprietary lnformation may
include processing the Proprietary lnformation to send Customer alerts, such as when a
car exits Customer's neighborhood, or to analyze the data collected to identify motion or
4.3
4.4
Title: Master seryrces ano Purcnasing Agreement
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Version: 12.0
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other events. The Disclosing Party agrees that the foregoing shall not apply with respect
to any information that the Receiving Party can document (a) is or becomes generally
available to the public, or (b) was in its possession or known by it prior to receipt from the
Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or(d) was independently developed without use of any Proprietary lnformation of the
Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from
disclosing the Proprietary lnformation pursuant to any judicial or governmental order,
provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such
disclosure to contest such order. For clari$, Flock may access, use; preserve and/or
disclose the Footage to law enforcement authorities, government officials, andior third
parties, if legally required to do so or if Flock has a good faith belief that such access, use,
preservation or disclosure is reasonably necessary to: (a) comply with a legal process or
request; (b) enforce this Agreement, including investigation of any potential violation
thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d)
protect the rights, property or safety of Flock, its users, a third party, or the public as
required or permitted by law, including respond to an emergency situation. ln the event
Customer requests Flock to enable law enforcement monitoring against law enforcement
hotlists, Customer hereby expressly grants Flock a non-exclusive, worldwide, perpetual,
royalty-free right and license (during and after the term hereof) to disclose the Customer
Data (inclusive of any Footage and Footage search access) to enable law enforcement
monitoring against law enforcement hotlists. Flock may store deleted Footage in order to
comply with certain legal obligations but such retained Footage will not be retrievable
without a valid court order, subject to Section 9.1 below.
RESERVED.
RESERVED.
Remedv: Warrantv: an{ Disclaimer.7.1 Remedy. Upon a malfunction or failure of Hardware or Embedded Software (a "Defect"),
Customer must first make commercially reasonable etforts to address the problem by
contacting Flock's technical support as described in Section 2.9 above. lf such efforts do
not correct the Defect, Flock shall, or shall instruct one of its contractors to, in its sole
discretion, repairor replace the Hardware or Embedded Software suffering from the Defect.
Flock reserues the right in their sole discretion to refuse or delay replacement or its choice
of remedy for a Defect until after it has inspected and tested the affected Unit; provided
that such inspection and test shall occur within seventy-two (72) hours after Customer
notifies the Flock of a Defect, ln the event of a Defect, Flock will repair or replace the
defective Unit at no additional cost. ln the event that a Unit is lost, stolen, or damaged,
Flock agrees to replace the Unit at a fee according to the then-current Reinstall eolicy
(https:/lwww.flocksafety.com/reinstall-fee-schedule). Gustomer shall not be required to
replace subsequently lost, damaged or stolen Units, however, Customer understands and
agrees that functionality, including Footage, will be materially atfected due to such
subsequently lost, damaged or stolen units and that Flock will have no liability to Customer
regarding such affected functionality nor shallthe Usage Fee or lmplementation Fees owed
be impacted.
7.2 Exclusions. Flock will not provide the remedy described in Section 7.1 above if any of the
following exclusions apply: (a) misuse of the Hardware or Embedded Software in any
manner, including operation of the Hardware or Embedded Software in any way that does
not strictly comply with any applicable specifications, documentation, or other restrictions
on use provided by Flock; (b) damage, alteration, or modification of the Hardware or
Embedded Software in any way; or (c) combination of the Hardware or Embedded
Software with software, hardware or other technology that was not expressly authorized
by Flock.
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7.3 Warranty. Flock shall use reasonable efforts consistent with prevailing industry standards
to maintain the Services in a manner which minimizes errors and interruptions in the Flock
Services. Flock Services may be temporarily unavailable for scheduled maintenance or
for unscheduled emergency maintenance, either by Flock or by third-party providers, or
because of other causes beyond Flock's reasonable control, but Flock shall use reasonable
efforts to provide advance notice in writing or by e-mailof any scheduled service disruption.
Disclaimer. THE REMEDY DESCRIBED lN sEcTloN 7.1 ABovE ts cusToMER's
SOLE REMEDY, AND FLOCK'S SOLE LIABILITY, WTH RESPECT TO DEFECTIVE
HARDWARE AND/OR EMBEDDED SOFTWARE. THE FLOCK DOES NOT WARRANT
THAT THE FLOCK SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR
DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED
FROM USE OF THE FLOCK SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN
THIS SECTION, THE FLOCK SERVICES AND INSTALLATION SERVICES ARE
PROVIDED 'AS IS' AND FLOCK DISCLAIMS ALL WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT L]MITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-
INFRINGEMENT.
7.4
7.5 Force Maieure. Flock Safety is not responsible nor liable for any delays or failures in
performance from any cause beyond its control, including, but not limited to acts of God,
changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes,
floods, power blackouts, strikes, weather conditions or acts of hackers, internet service
providers or any other third party or acts or omissions of Customer or any Authorized End
User.
Limitation of Liabilitv and lndemnitv.8.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, FLOCK
AND lrs SUPPLIERS (INCLUDING BUT NOT LTM|TED TO ALL HARDWARE AND
TECHNOLOGY SUPPLIERS), OFFtCERS, AFFtL|ATES, REpRESENTATTVES,
CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH
RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND
CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT
LIABILITY, PRODUCT LlABlLlry, OR OTHER THEORY: (A) FOR ERROR OR
INTERRUPTION OF USE OR FOR LOSS OR INACCURACY, INCOMPLETENESS OR
CORRUPTION OF DATA OR FOOTAGE OR COST OF PROCUREMENT OF
SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B)
FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES; (C) FOR ANY MATTER BEYOND FLOCK'S ACTUAL KNOWLEDGE OR
REASONABLE CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY
TO CAPTURE FOOTAGE OR IDENTIFY AND/OR CORRELATE A LICENSE PLATE
WITH THE FBI DATABASE; (D) FOR ANY PUBLIC DISCLOSURE OF PROPRIETARY
INFORMATION MADE lN GOOD FAITH; OR (E) FOR ANY AMOUNTS THAT,
TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE
FEES PA]D AND/OR PAYABLE BY CUSTOMER TO FLOCK FOR THE FLOCK
SERVICES UNDER THIS AGREEMENT tN THE TWELVE (12) MONTHS pRtOR TO THE
ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT FLOCK
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT OF
AN EMERGENCY, CUSTOMER SHOULD CONTACT 91 1 AND SHOULD NOT RELY ON
THE FLOCK SERVICES.
8.2 Responsibility, Each Party to this Agreement shallassume the responsibility and liability
for the acts and omissions of its own employees, deputies, officers, or agents, in connection
with the performance of their official duties under this Agreement. Each Party to this
Agreement shall be liable (if at all) only for the torts of its own officers, agents, or employees
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that occur within the scope of their official duties. Customer will not pursue any claims or
actions against Flock's suppliers.
8.3 lndemnity. Customer hereby agrees to indemnify and hold harmless Flock against any
damages, losses, liabilities, settlements and expenses (including without limitation costs
and attorneys' fees) in connection with any claim or action that arises from an alleged
violation of Section 3.1, a breach of this Agreement, Customer's sharing of any data in
connection with the Flock system, Flock employees or agent or Non-Customer End Users,
or otherwise from Customer's use of the Flock Services, Hardware and any Software,
including any claim that such actions violate any applicable law or third party right.
Although Flock has no obligation to monitor Customer's use of the Flock Services, Flock
may do so and may prohibit any use of the Flock Services it believes may be (or alleged
to be) in violation of the Section 3.2 or this Agreement.
Record Retention.9.1 Data Preservation. The Customer agrees to store Customer Data and Non-Customer End
User Data in compliance with all applicable local, state and federal laws, regulations,
policies and ordinances and their associated record retention schedules. As part of
Customer's consideration for paid access and no-fee access to the Flock System, to the
extent that Flock is required by local, state or federal law to store the Customer Data or the
Non-Customer End User Data, Customer agrees to preserve and securely store this data
on Flock's behalf so that Flock can delete the data from its servers and, should Flock be
legally compelled by judicial or government order, Flock may retrieve the data from
Customer upon demand, provided, however, if Flock receives a disclosure request for
Customer Data, Flock will give Customer notice, unless legally prohibited from doing so, to
allow Customer to file an objection with the court or administrative body.
Miscellaneous.10.1 Publicitv. Flock has the right to reference and use Customefs name and trademarks and
disclose the nature of the Flock Services provided hereunder in each case in business and
development and marketing efforts, including without limitation on Flock's website.
1O.2 Exoort. Customer may not remove or export from the United States or allow the export or
re-export of the Flock lP or anything related thereto, or any direct product thereof in
violation of any restrictions, laws or regulations of the United States Department of
Commerce, the United States Department of Treasury Office of Foreign Assets Control, or
any other United States or foreign Customer orauthority. As defined in FAR section 2.101,
the Flock Services, the Hardware, the Embedded Software and Documentation are
"commercialitems" and according to DFAR section 252.227701a(aX1) and (5) are deemedto be "commercial computer sofhrare" and "commercial computer software
documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any
use, modification, reproduction, release, performance, display, or disclosure of such
commercial software or commercial software documentation by the U.S. Govemment will
be governed solely by the terms of this Agreement and will be prohibited except to the
extent expressly permitted by the terms of this Agreement.
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Skydio Terms of Use AppendixI Definitions.
"Advanced Software" means optional capabilities, functions or other features of the Onboard
Softwale that may be specified and identified as such in the Quote. Skydio's characterization of
capabilities, functions or other features as Advanced Sofhrvare shall be dispositive. Notwithstanding
any other provision herein, a software feature that is locked or otherwise disabled unless or until
an Advanced Software Package is purchased for such software feature shall be deemed an
Advanced Software. Advanced Software does not include Mobile Apps.
"Advanced Software Package" means an optional, additional-charge license right, specified in
the Quote, pursuant to which Skydio shall unlock Advanced Software to permit Customer to use
Advanced software (and in some cases the skydio Hardware that it controls).
"Authorized Devices" are (a) mobile devices that Customer owns or is authorized to use, and (b)
controllers purchased by Customer hereunder, which in each case (a) and (b) are used
.by
customer to operate the skydio Hardware purchased by customer hereunder. '
"Base Software" means capabilities, functions or other features of the Onboard Software that are
both: (a) standard capabilities, functions or other features available and activated on Skydio's base
consumer version of Skydio Hardware, and (b) availabb for use without purchase of Advanced
Software Package. Base Software may be specified and identified as standard features in the
Quote. Any capability, function, or feature that is not a Base Software shall be deemed an Advanced
Software.
"Gustome/' means the customer procuring Skydio Products or services.
"Error" means a criticalerror in the Advanced Software that causes the Advanced Software to be
inoperable.
"Skydio License Term" means with respect to an Advanced Software Package, the term of that
Advanced Software Package, including (if applicable) the initial specified term and any renewal
terms.
"Mobile Apps" means software applications (in executable form only), as may be specified on the
Quote, that are specifically intended for use on a mobile device (and any Updates thereto).
"Onboard Software" means software, in executable format only, embedded into or otherwise pre-
installed on Skydio Hardware as supplied by Skydio, and any Updates thereto, whether or not
embedded on read only memory. Onboard Software includes Base Software and Advanced
Software.
"Skydio Privacy Policy" means Skydio's privacy policy located at https://www.skydio.com/privacy-
policy and as it may be amended from time to time by Skydio in its sole discretion.
"Product" means Skydio Hardware and Software, as provided by Skydio pursuant to this
Agreement and any applicable Quote.
"Skydio Hardware" means drones and other unmanned aircraft, controllers, docks, accessories
and related hardware that Customer purchases from Skydio or its distributors or resellers.
"Skydio Sofhlrare" means Onboard Software and Mobile Apps.
"Support Term" means, for Base Software, the support term specified in the Quote, and, for each
Advanced Software Package, the applicable io License Term for such Advanced Software
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Package purchased hereunder.
"Updates" means any upgrades, updates, maintenance releases, bug fixes or modified versions of
Skydio Software that Skydio may release from time to time.
License. Subject to and in accordance with the terms and conditions of this Agreement and further
conditioned upon customer's payment of all Fees, skydio grants to customer:2.1 a limited, perpetual, non-exclusive, non-transferable (except as provided in Section 5 below
titled "Transferability") right and license to use the Base Software solely on Skydio
Hardware;2.2 a limited, perpetual, non-exclusive, non-transferable right and license to download, install,
execute and use Mobile Apps on Authorized Devices solely to operate Skydio Hardware in
accordance with this Agreement;2.3 if Customer purchases an Advanced Software Package for the use of an Advanced
Software, as specified in the Quote, a limited, non-exclusive, non-transferable right and
license, during the Skydio License Term of the Advanced Software Package, to use the
Advanced Sgftrare on Skydio Hardware that Customer purchases from Skydio solely to
operate the Skydio Hardware in accordance with this Agreement ("Advanced Software
License"); and2.4 a limited, non-exclusive, non-transferable right and license to install solely on Skydio
Hardware any Updates to the Onboard Software, if and when provided by Skydio.
Additional License Termp. Additional License Terms. The license rights of Section 2 are limited
to the United States, Canada and Japan.3.{ Unless othenvise specified in the applicable Quote, the Advanced Software License is
granted on a per-unit basis and it may only be exercised with respect to the specific units
of Skydio Hardware identified on the applicable Quote or, if the Quote does not specify
such units, then with respect to no more than the total number of Skydio Hardware uniti
authorized on the Quote, or if such total number of units is not specified on the Quote, then
only with respect to one (1) single Skydio Hardware unit ("Authorized Units").3.2 Rights under the Advanced Software License are not transferable between Authorized
Units. When an Advanced Software License is exercised on a specific Authorized Unit (by
unlocking, activating, accessing or using the Advanced Software on that Authorized Uniti,
such Advanced Software License, or any rights thereof, cannot be transferred to a different
unit of Skydio Hardware, except: (i) if Skydio replaces an Authorized Unit pursuant to a
wananty claim, Skydio shall transfer to the replacement Authorized Unit, the Advanced
Software License of the inoperable unit that is being replaced, and (ii) if a particular
Authorized Unit is rendered permanently inoperable, Skydio shall, upon Customer's
request, transfer the Advanced Software License rights to a replacement Authorized Unit,
provided, however, that Skydio may condition such transfer on Customer returning to
Skydio the remnants of the inoperable unit or other evidence of its inoperability.
Limitalionp and Restrictions. Except as otherwise expressly provided in this Agreement, the
foregoing license grant excludes any right to, and Customer shall not (and shall noipermit others
to) do any of the following with respect to the Skydio Sofhryare: (i) license, sublicense, sell, resell,
rent, lease, transfer, distribute, time share, operate as a service bureau, or otherwise make any of
it available for access by third parties; (ii) disassemble, reverse engineer or decompile it; (iii) copy,
create derivative works based on or otherwise modify it; (iv) remove or modify a copyright,
trademark, logo or other proprietary rights notice or brand labeling in it; (v) use it to reprodule,
distrib_ute, display, transmit, or use material protected by copyright or other intellectual property
right (including the rights of publicity or privacy) without first obtaining the permission of the ownei;
(vi) use it to create, use, send, store or run viruses or other harmfulcomputer code, files, scripts,
agents or otler programs or otherwise engage, in a malicious act or disrupt its security, integrity or
operation; (vii) install, execute or otherwise reproduce Onboard Softrrvare on any device other than
the Skydio Hardware on which Skydio originally installed the Onboard Softwaie; (viii) install any
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S kydio Software on any type of device not approved by Skydio; (ix) disable or othenrise circumvent
any technological measures in Skydio Software to limit its installation, use or access; (x) unlock,
activate, access or use an Advanced Software on any device other than as permitted under an
Advanced Software Package purchased by Customer; and (xi) publish or release any
benchmarking or performance data applicable to the Skydio Software.
fransfetabilitv. Subject to the terms and conditions of this Agreement, Customer may transfer the
Base Software, including any relevant Base Software license rights, only on a permanent basis and
as part,of the sale or transfer of the Skydio Hardware on which the Base Software is loaded,
provided that Customer retains no copies of any version of the Skydio Software. With the exception
of the Base Software, Customer may not transfer any other Skydio Software or other Skydio
Software license rights granted herein to another person or entity without the express written
permission of Skydio, unless allowed by applicable law stating that transfer may not be restricted.
Ev?luation License. Skydio may make certain Skydio Software available in object code form to
end users only for evaluation, training or other limited non-commercial purposes without charging
a Fee ("Evaluation License"). Where Skydio has provided an Evaluation License, allof the teims
of this Agreement shall apply except that (i) Customer's license rights shall be limited to the
evaluation of that Skydio Software, (ii) Customer shall not be required to pay a Fee for the
evaluation of that Skydio Software and (iii) Skydio shall have the right to revoke the license to the
Skydio Software at any time and for any reason.
Updates. The terms and conditions of this Agreement shall apply to all Updates or additional
c_opies of the Skydio Softrare. Subject to the terms and conditions of this Agreement, including
Customer's timely payment of all Fees due and owed to Skydio, Skydio will provide or make
available to Customer, during the Support Term, Updates for Base Software, Mobile Apps and any
Advanced Software that was enabled under the purchased Advanced Software Package on the
Authorized Units. Notwithstanding any other provision of this Agreement, Customer has no license
or right to use any Updates to the Advanced Software unless Customer holds a valid license to the
Advanced Software and has paid any required Fees for such Advanced Software. Updates are
solely provided on a "when-and-if-available" basis and as made generally available by Skydio to its
customers. Customer shall promptly install any Updates that Skydio designates as required for the
continued safe operation of Skydio Hardware or operation of any Advanced Software.
Propfietarv Notices. Customer agrees to maintain and reproduce all copyright and other
proprietary notices on all copies, in any form, of the Skydio Software in the same form and manner
that such copyright and other proprietary notices are included on the Skydio Sofhrare.
lntellectual Propertv. Customer agrees that all worldwide patent, copyright and other intellectual
property rights in the Product, and all copies of the Software however made (including copies pre-
installed on the Skydio Hardware purchased by Customer) are the exclusive property of Skydio
and its suppliers. All Skydio Software is licensed to Customer, not sold. All rights not expressly
granted to Customer in this Agreement are reserved by Skydio and its suppliers. There are no
implied licenses under this Agreement.
Fees. Skydio reserves the right to suspend andlor terminate access to the Skydio Software if any
undisputed fees for Skydio Hardware or Software are past due. Such suspension or termination
shall not relieve customer from its obligation to pay all undisputed amounts.
Thi.rd Partv 9oftware and Open Source Software. The Skydio Software may include third party
software, and open source sottware ("OSS"), and such software is provided under separate licbns6
terms.11.1 To the extent the licenses for any OSS requires Skydio to make available to Customer the
corresponding source code included in the Skydio Software, Customer may obtain a copy
of the applicable OSS source code by sending a written request to legal@skydio.com. The
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OSS license terms shall take precedence over this Agreement to the extent that this
Agreement imposes greater restrictions on Customer than the applicable OSS license
terms. Customer acknowledges receipt of notices for the Open Source Components for the
initial delivery of the Skydio Software.
11.2 The use of third party software or applications, or the integration of such software or
applications with the Skydio Software, (collectively, "Third Party Applications"), may
result in Customer data or information being transferred to a third party. Skydio is not
responsible for, and Customer agrees to hold Skydio harmless, for any data or information
transferred to third parties in connection with your use of Third Party Applications.
Commercial ltem. The Skydio Software and associated documentation are "commercial items"
as defined at FAR 2.101 and according to DFAR section 252.2277014(aX1) and (5) are deemed
to be "commercial computer software" and "commercial computer software documentation."
Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification,
reproduction, release, performance, display, or disclosure of such commercial software or
commercial software documentation by the U.S. Government will be governed solely by the terms
of this Agreement and will be prohibited except to the extent expressly permitted by the terms of
this Agreement.
Term and Termination. This Agreement is effective upon Skydio Software purchase, activation or
download, as applicable, and shall continue until terminated.13.1 Paid License Term. Each Advanced Software Package purchased hereunder shall have
its own Skydio License Term. Each Skydio License Term shall have an initial term for the
time period set forth on the Quote and that the Skydio License Term shall automatically
extend for successive additional one (1) year renewal terms thereafter if any (subject to
payment of the then-current applicable license fees for each such renewal term) unless
either party give notice to the other of its intention not to renew the Skydio License Term
at least thirty (30) days before expiration of the then-current initial or renewal term, as the
case may be ("Renewal Terms"). lf a Skydio License Term is not set forth in the Quote,' each Skydio License Term shall have an initial term that commences upon the date of
provisioning of the Skydio Software and expires one (1) year later; provided, however, that
the Skydio License Term shallautomatically extend per the RenewalTerms. Unless Skydio
terminates this Agreement for breach by Customer, the perpetual licenses to use Base
Software shall survive.
13.2 Free or Trial License Term. lf you have obtained a license to a free version of the Skydio
Software, then your license will continue until terminated in accordance with this
Agreement. lf you have obtained a trial license to the Skydio Software, then your license
will continue for such time period as may be specified by Skydio with respect to such trial
(and if no period is specified, for 30 days). Skydio may terminate a trial license at any time
in its sole discretion.
13.3 Termination. Skydio may terminate Custome/s license rights under this Agreement
immediately without notice if Customer fails to comply with any terms of this Agreement or
Customer fails to make any payment as required hereunder. ln no event will termination
relieve Customer of its obligation to pay any fees payable for Skydio Hardware or Software.
Upon termination or expiration of this Agreement for any reason, Customer shall
immediately cease using any Skydio Software and must destroy or return to Skydio all
copies of the Skydio Software and associated documentation in its possession or control.
The following sections shall survive the termination or expiration of this Agreement:
Sections 1,2(a1,2(b), 2(d), 4, 5 and 7-26.
End qf Life. Skydio may discontinue the provision of any Skydio Software, support or Updates in
its sole discretion in accordance with, and any licenses granted herein are subject to, Skydio
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Version: 12.0
Release Date: 12118/2020
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Product End of Life Policy, which is available at https://suoport.skvdio.com/hc/en-
ug/articles/360057153714, and is hereby incorporated by reference herein.
Limited Warrantv. The only warranty that Skydio provides with respect to any Skydio products or
services is the written limited warranty statement provided with the products or services or as
otherwise set forth at https://skvdio. com/warrantv-terr.ng ( " Lim ited Wa rranty").
Limitations. Any use of the Skydio Hardware and Software, including any reliance upon or use of
any of the information generated thereby, shall be at Customef s and its authorized users' sole risk.
Except as expressly set forth in the Limited Warranty and to the extent permitted by law, the
Products are provided "as is" and "as available" without warranty of any kind (all of which are hereby
disclaimed), whether express, implied or statutory, including the implied warranties of
merchantability, fitness for a particular purpose, or non-infringement. lf statutory or implied
warranties cannot be lawfully disclaimed, then such warranties are limited to the duration of the
warranty set forth in the Limited Warranty and by the provisions in this Agreement. Skydio'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 Skydio Products or any service will not exceed the amounts paid by
Customer in the 12 months prior to the action giving rise to the liability. 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.
Safetv and Gomoliance. Customer and Customer's authorized users agree to use the Skydio
Hardware only in a manner that complies with all laws. Customer shall ensure that it and its
authorized users operate product in accordance with the information and warnings set forth at
https://www.skvdio.comisafetv (the "Safety and Operating Guide"). Customer acknowledges that
improper operation of the unmanned aircraft systems may cause injury to persons or property.
Customer shall at alltimes comply with all applicable local, state, national, and international laws
and regulations related to the operation of unmanned aircraft systems in any tenitory of operation,
including any applicable laws and orders with regard to privacy, pilot licensure, operating within
visual line of sight (unless the Customer has received proper approvalfrom a civil aviation authority
waiving such limitation), detecting and avoiding other aircraft, and airspace restrictions (such as
temporary flight restrictions issued by Federal Aviation Administration or other appropriate
government agencies). Customer shall obtain and maintain all necessary licenses, consent, and
authorizations of any kind necessary to operate unmanned aircraft systems.
Feedback, lf Customer or Customer's authorized users send Skydio comments, suggestions,
ideas, materials, notes, drawings, concepts or other information (collectively, "submissions"),
Customer and Customer's authorized users (as applicable) grant to Skydio a worldwide, non-
exclusive, perpetual, irrevocable, transferable, sub-licensable, royal$-free license to use, copy,
modify, publicly display, publicly perform, distribute and othenryise exploit the Submissions. None
of the Submissions shall be subject to any obligation of confidentialig on Skydio's part, and Skydio
shall not be liable for any use or disclosure of any Submissions.
Privacv. Skydio shall, in providing the Products, comply with Skydio Privacy Policy_to the extent
that Customer provides Skydio with personally identifiable information.
Maobox Terms. The Mobile App uses features and content provided by Mapbox, such as maps
and locations on a map. Use of any such Mapbox features and content is subject to the thencurrentversion of Mapbox's terms and privacy policy, which can be found at
httos://www.maobox.com/leqal/tos/ , including the Mapbox Government Terms of Service, which
can be found at httos://www.maobox.com/legal/usg{gg, and you hereby agree to comply with such
terms. You can opt out of location telemetry reporting pursuant to such terms.
Services. ln accordance with this Agreement, so long as Customer timely pays all amounts owed
hereunder, Skydio shall render to Customer, during the applicable Skydio License Term of each
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Skydio, lnc.
1 14 Hazel Avo.,
Redwood City, CA 94061
leoalCDskvdio.com
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Advanced Software Package purchased herunder, the support services consistin g of: (a) providing
Customer's named Administrators (defined below) with consultation in E nglish, via telephone and
email, during Skydio's normal business hours (9AM to SPM PST) to assist in using the Advanced
Software licensed under the Advanced Software Package; and (b)making reasonable etforts to
correct any critical enor in the Advanced Software that causes the Advanced Software to be
inoperable ("Error"), all in accordance with Skydio's support policies published on its Website, as
updated from time to time. Errors do not include, and Skydio has no obligation to correct,
malfunctions caused in whole or in part by modification of Software, the operation of third-party
products or the integration of Software with or into third-party products, improper installation of the
Advanced Software or other Software, or the use of Software other than in accordance with the
applicable specifications provided by Skydio. Support is only available for the current and single
prior major release of Advanced Software. No other services are included under this Agreement.
Administrators. Customer shall designate up to three (3) of its employees to administer the
Services on its behalf and serve as points of contact in communicating with us, as set forth in the
applicable Confirmation or as otherwise agreed by the parties in writing ("Administratorc"). lf a
person named as an Administrator leaves Custome/s employ, Customer may designate another
one of its employees to serve as Administrator to replace the departing employee.
lndemnification. Skydio will indemnify Customer's officers, directors, and employees ("Gustomer
lndemnitees") against all claims, demands, losses, and reasonable expenses arising out of a third-
par$ claim against an Customer lndemnitee resulting from any negligent act, error or omission, or
willful misconduct by Skydio under this Agreement, except to the extent of Customer's negligence
or willful misconduct, or claims under workers compensation.
lP lndemnification. Skydio will indemnify Customer lndemnitees against all claims, losses, and
reasonable expenses from any third-party claim alleging that the use of Skydio Products or services
infringes or misappropriates the third-party's intellectual property rights. Customer must promptly
provide Skydio with written notice of such claim, tender to Skydio the defense or settlement of such
claim at Skydio's expense and cooperate fully with Skydio in the defense or settlement of such
claim. Skydio's lP indemnification obligations do not apply to claims based on (a) modification of
Skydio Products or services by Customer or a third-party not approved by Skydio; (b) use of Skydio
Products and services in combination with hardware or services not approved by Skydio; (c) use
of Skydio Products and services other than as permitted in this Agreement; or (d) use of Skydio
Software that is not the most current release provided by Skydio.
Gustomer Resoonsibilities. Customer is responsible for (a) Customer's use of Skydio Products;
(b) breach of this Agreement or violation of applicable law by Customer or a Custome/s authorized
end user; and (c) a dispute between Customer and a third-party over Custome/s use of Skydio
Products.
Exoort Sales and Exoort Controls. Customer acknowledges that the Skydio Products, services
and technology are subject to export controls under the laws and regulations of the United States
(U.S.) Customer shall comply with such laws and regulations governing use, export, re-export, and
transfer of Skydio Products, services and technology and shall obtain all required U.S. and local
authorizations, permits, or licenses. Skydio and Customer each agree to provide the other such
information and assistance as may reasonably be required by the other in connection with securing
such authorizations and licenses, and to take timely action to obtain all required supporting
documentation.
Copyright @ 2021 Skydio, lnc.
SKYDIO is a lrademark and service mark of Skydio, lnc. Visit Skydlo's Web Site at www.skydio.com
Tltle: Master
Department: Legal
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Version: 12.0
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Axon GommanderrM Software Appendix
License. Axon owns allexecutable 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.
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.
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:
7.1 modify, tamper with, repair, or otherwise create derivative works of Commander;
reverse engineer, disassemble, or decompile Commander or apply any process to derive
the source code of Commander, or allow others to do the same;
access or use Commander to avoid incurring fees or exceeding usage limits or quotas;
copy Commander in whole or part, except as expressly permitted in this Agreement;
use trade secret information contained in Commander;
resell, rent, loan or sublicense Commander;
access Commander to build a competitive device or seruice or copy any features,
functions, or graphics of Commander; or
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.
7.2
Suooort. Axon may make available updates and error corrections ("Updates") to Commander.
Axon will provide Updates electronically via the lnternet or media as determined by Axon. Agency
is responsible for establishing and maintaining adequate access to the lnternet to receive Updates.
Agency is responsible for maintaining the computer equipment necessary to use Commander.
Axon rnay provide technical support of a prior release/version of Commander for 6 months from
when Axon made the subsequent release/version available.
Termination. Axon may terminate Agency's license immediately forAgency'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 lnterface Appendix
Definitions.
"APl 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.
"APl lnterface" 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 APl, API or AXON APl" (collectively "APl 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.
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 APl. Axon will use
reasonable efforts to accommodate use beyond the designated limits.
Confiouration. Agency willwork 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 orcontact 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.
Aqencv 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 softrare;4.6 create an API lnterface 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;4.8 frame or mirror API Service on any other server, or wireless or lntemet-based device;4.9 make available to a third-parly, 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 Seryice, otherthan Agency Content orAgency's API Client
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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; and5.3 the structure of and relationship of API Service resources; and5.4 the design of API Seryice, in any part or as a whole.
Prohibitions on API Qo4tent. Neither Agency nor its end users will use API content returned from
the API lnterface 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; or6.4 remove, alter, or obscure any confidentiality or proprietary rights notices (including
copyright and trademark notices).
API Updates. Axon may update or modify the API Service from time to time ("APl 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. APt Updates
may adversely affect how Agency's API Client access or communicate with API Service or the API
lnterface. 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
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
ldentity Management ("SClM'), and (c) automate group creation and management through SCIM.
Advanqed User Manaoement Confiouration. 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
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.
"lnactive Channel" means a third-party system thatwill have a one{ime communication to an Axon
Digital Evidence Management System.
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 dita
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 correcfly and retlined
per Agency policy.
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 forfacilitating this access perall laws and policies applicable to Agency.
Proiect Manaqement. 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 allcontract deliverables on time and budget.
Warrantv. Axon warrants that it will perform the Channel Services in a good and workmanlike
manner.
Monitorinq, 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.
Aqencv'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 securi$ 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
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 of
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7.7
the Channel Services; and
Ensure the reasonable availability by phone or email of knowledgeable staff, personnel,
system administrators, and operators to provide timely, accurate, complete, and up{o-date
documentation and information to Axon (these contiacts are to provide background
Information and clarification of information required to perform the Channel Servicei).
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VIEVU Data Migration Appendix
1 Scooe. Agency currently has legacy data in the VIEVU Solution from which Agency desires to
move to Axon Evidence. Axon willwork with Agency to copy legacy data from the VIEVU solution
into Axon Evid_ence ("Migration"). Before Migration, Agency and Axon will work together to develop
a Statement of Work ("Migration SOW') to detailall 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 @9, 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
wriften and signed change order. Changes may require an equitable adjustment in the chirges or
schedule.
3 Proiect ManFqement. 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 Dou{ntime. There may be downtime during the Migration. The duration of the downtime will depend
on the amount 9ld?ta that Agency is migrating. Axon will work with Agency to minimize any
downtime. Any VIEVU mobile application will need to be disabled upon Migiation.
5 Functionalitv Ghanqes. 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 Acceotance. 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 conectly and retained per Agency policy. Agency will have g0 days to
provide Axon acceptance that the Migration was successful, or Axon wili deem the Migration
accepted.
ln 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 resoive any issue. ln 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-Migretion. 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. lf Agency elects to maintiin data
within the VIEVU solution, Axon will provide Agency 90 days' notice befoie ending support for the
VIEVU solution.
8 Warrantv. Axon warrants that it will perform the Migration in a good and workmanlike manner.
9 Monitorlno. Axon may monitorAgency'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 obscuie from Axon
Agency's use of Migration.
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Axon Support Engineer Appendix
Axon Suooort Enoineer Pavment. 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.
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 w1h
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-TimeASE 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 ani Configuration. Assisting with assigning cameras and registering docks. Maintaining Agency's Axon Evidence account
9p"-n.ngqljng Agency to "Early Accgss" program.s 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
' Proactlvely 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 bLannual voice of customer meetings with Axon's Device Management team. Recording and tracking Agency feature requests and major bugs
Beoional ASE Scone of Services3.1 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 avaibbb 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.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 RegionalASE seryice options are listed below:
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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
-dep!-q!{ne!:-'_!_oJSupport
Axon devices
Direct
a
. Providing remote, tier 1 and tier 2 technical support for Axon devices
Creating and
Out of Scooe 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.
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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