HomeMy WebLinkAboutAxon AgreementAAxon Enterprise, lnc.17800 N 85th st.Scottsdale, Arizona 85255United StatesVAT:86-0741227Domestic: (800) 978-2737lnternational : +1 .800.97 8.27 37.00.00.00F-@Lu@o(tsNooi.-(o$$moco(oK)$mLLoLLO){ocoo)(f)ul(o_cic)ooo)culc.9U)oooPLAN NAMEYear 1 NovYear 1 DecYear 1 JanYear 1 FebYear 1 March2022202320232023Q.367885.44581.958KH*Quote Expira tton 03 R1 DA22Payment Terms: N30Delivery Method: Fedex - GroundAMOUNT DUE366,00lssued: 0112012022EST Contract Start Date 12t1512022Account Number. 106670Umptanum Rd307 W Umptanum RdEllensburg, WA 98920-0720USABusiness;Delivery;lnvoice-3O7 W307 W Umptanum RdEllensburg, WA 98926-6720Kittitas CountySheriffs Office - WAUSAEmailSHIP TOBILL TOKyle HuntPhone:Email: huntk@axon.comFax (480) 930-4484Chris WhitsettPhone: (509) 962-761SEmail:christopher.whitsett@co. kittitas.wa.usFax (509) 962-7599SALES REPRESENTATIVEPRIMARY CONTACTProgram Length$141,960,00$141,960,0060 MonthsTOTAL COSTAdditional SavingsBundle Savings$23,913.12$0.00$23,913.12TOTAL SAVINGSPAYMENT PLANYear 1IMar2023Q-367885./t458 1.958KH
Year 1 JuneYear 12023Jun2023Jul. 2023$200366.00$2.366.00Year 1Year 1Year 1 OctYear 2Year 32A2320230ct.2023Nov.2023.00$2.366.00$28.392.00Year 4Year 5Nov2024N0v.2025$28.392.00Nov, 2026.00Quote DetailsBundle SummaryItemFleet3B+TAPE.comKit &RouterRouter AntennaFleet3Basic+TAPQTY142814141414QWSIM80410 FLEETEVIDENCE LI1 CAMERA STOMGLICENSE80400VEHICLELICENSE72036 FLEET3 STANDARD 2 CAMERA KITFLEET SIM INSERTION11634 CRADLEPOINTrBR900-1 2OOM-B.NPS+SYR NETCLOUDBundle: Fleet 3 Basic + TAP Quantity: 14 Start: 12i1 StZflZZ End:1Zl14]ZAZ7 Totai: 141960 USD71200 FLEETANT74110FLEET ETHERNETAIRGAIN5-tN-1CABLE,2LCAT6, 25 FTBL1414Ethemet CableVehiclelnstallationr.-@uJ€or)$C\|ooF-(o\t!tm@co(oro$c0tr-6)ILo)!.o!0o(.)ul@eio)a-od)culchfooo73391 FLEET3 NEW INSTALLATION72040 FLEET REFRES2 CAMERA KIT74fi2AXON SIGNAL UNITR VEHI1414Camera RefreshAxon SiqnalUnitCableOther1470117AXON SIGNAL UNITEXT WARRANTYCABLE ASSEY3. 2 CAMERA KIT, FLEET1414Other280379 EXTWARRANTYFLEET 2 SIGNAL UNITQ-367885.44581.958KH14
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DocuSign Envelope lD: 6E3S8049-F9FB-456B-8844-67D824308E87
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Standard Terms and ConditionsAxon Enterprise lnc. Sales Terms and ConditionsAxon Master Services and purchasing Agreement:This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Axon's Master Services and purchasing Agreement(postedat,aswellastheattachedStatementofWork(SoW)forAxonFleetand/orAxonlnterviewRoompurchase, if applicable' ln the event you and Rxon have eniered inlo a prior.gt .rcnt to iovern all future purchases, that agreement shall govem to theextent it includes the products and services being purchased and does not conflict with thJAxon customer Experience lmprovement program Appendix asdescribed below.ACEIP:The Axon customer Experience lmprovement Program Appendix, which includes the sharing of de-identified segments of Agency content with Axon todevelop new products and improve your product eiperiencb (posied at www.axon.com/legallsales-terms-and-co-nditions), is incorporated herein byreference. By signing below, you agree to the terms of the Axbn Customer Experience lmirovement program.4N@lrJ6o(.)rit(\tCOoT\@$$d)od)@ro\tdlLLo)ILo)\iocoo)(f,UJ@eo)CLoo)ulc.9U'()ooAcceptance 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 uer'ar or.an entity.(including but not limited to the company, municipality, or government agencyfor whom you work), you represent to Axon that you hav6 legal authority to bind'that entiiy. tr you oo not have this authority, please do not sign this Quote.Q-367885.44581.958KH
w>>Signature1t20t2a22Date Signed5F@uJ@o(v)rrl(\tooN(o$m@dl@ro{dlILo)lro){ctc0(t)(ottl(o_cioCLo6culC.9u)fC)ooQ.36788544581.958KH
1,lr@lrJcoo(f)*st6oF-@ttvm@d](olrj{d)LLCDlro,$odlo)(.)UI@EJoCLod)UIc.9ooooOFlntroductionThis Statement of Work ('SOW) has been made and entered into by and between Axon Enterprise, lnc. ("AXON), and Kittitas Coung Sheriffs Office - WA the('AGENCY") for the purchase of the Axon Fleet in-car video solution ("FLEET') and its supporting information, services and training. (AXON Technical projectManagerffhe AXON installer)Purpose and lntentAGENCY states, and MON understands and agrees, that Agency's purpose and intent for entering into this SOW is for the AGENCy to obtain from AXoNdeliverables, which used solely in conjunction with AGENCY's existing systems and equipment, which AGENcy specifically agrees to purchase or providepursuant to the terms of this SOW,This SoW contains the entire agreement between the parties. There are no promises, agreements, conditions, inducements, warranties or understandings,written or oral, expressed or implied, between the parties, other than as set forth or referenced in the SOW.AcceptanceUpon completion of the services outlined in this SOW, AGENCY will be provided a professional services acceptance form (',Acceptance Form,,). AGENCy will signthe Acceptance Form acknowledging that services have been completed in substantial conformance with this sow and the Agreement. lf AGENcy reasonablybelieves AXoN did not complete the professional services in conformance with this SoW AGENcy must notiff AXON in writing of the specific reasons withinseven (7) calendar days from delivery of the Acceptance Form. AXON will remedy the issues to conform with this SOW and re-present the Acceptance Form forsignature' lf AXoN does not receive the signed Acceptance Form or written notification of the reasons for rejection within 7 calendar days of the delivery of theAcceptance Form, AGENCY will be deemed to have accepted the services in accordance to this SOW.Force Majeure
2F-@lrJ@o(a\fC!@ot*(o$$moo(oro$d]trCDlroto6o,(9lrJ@Q'o)CLod)cIJJc.9U)oooNeither party hereto shall be liable for delays or failure to perform with respect to this SOW due to causes beyond the party's reasonable control and not avoidableby diligence.Schedule ChangeEach party shall notify the other as soon as possible regarding any changes to agreed upon dates and times of Axon Fleet in-car Solution installation-to beperformed pursuant of this Statement of Work.Axon Fleet DeliverablesTypically, within (30) days of receiving this fully executed SOW, an AXON Technical Project Manager will deliver to AGENCy's primary point of contact viaelectronic media, controlled documentation, guides, instructions and videos followed by ivailable d]ates for the initial project review and customer readinessvalidation' Unless othenrise agreed upon by AXON, AGENCY may print and reproduce said documents for use by its employees only.Security Clearance and AccessUpon AGENCY'S request, AXoN will provide the AGENCY a list of AXoN employees, agents, installers or representatives which require access to the AGENCy,sfacilities in order to perform Work pursuant of this Statement of Work. AXON will ensurethat each employee, agent or representative has been informed or andconsented to a criminal background investigation by AGENCY for the purposes of being allowed access to AGENCy's facilities. AGENcy is responsible forproviding AXON with all required instructions and documentation accompanying the seiurity background check's requirements.TrainingAXON will provide training applicable to Axon Evidence, Cradlepoint NetCloud Manager and Axon Fleet application in a train{he-trainer style method unlessothenrise agreed upon between the AGENCy and AXON.LocalComputer
AGNECY is responsible for providing a mobile data computer (MDC) with the same software, hardware, and configuration that AGENcy personnel will use withthe AXoN system being installed. AGENOY is responsible for making certain that any and all security settings (port openings, firewall seftings, antivirus software,virtual private network, routing, etc.) are made prior to the installation, configuration and testing of the aforementioned deliverables.3N@lrj@o(otNcooF(o$t(nq)(D@o$d]LLo)tLo)$od)o)(f)T.TJ(oe'oCLo(l)lrJc.9o(,ooNetworkAGENCY is responsible for making certain that any and all network{s) route traffic to appropriate endpoints and AXoN is not liable for network breach, datainterceplion, or loss of data due to misconfigured firewall settings oiuirur infection, except io the extent that such virus or infection is caused, in whole or in part,by defects in the deliverables.Gradlepoint Routerwhen applicable, AGENCY must provide AXON lnstallers with temporary administrative access to Cradlepoint's Netcloud Manaqerto the extent necessary toperform Work pursuant of this Statement of Work.Evidence.comAGENCY must provide AXoN lnstallers with temporary administrative access to Axon Evidence.com to the extent necessary to perform work pursuant of thisSOW.Wireless Upload Systemlf purchased by the AGENCY, on such dates and times mutually agreed upon by the parties, AXoN will install and configure into AGENCy,s existing network awireless network infrastructure as identified in the AGENCY's binding quote based on conditions of the sale.VEHICLE INSTALLATIONPreparedness
4t-@uJ@o(?Jtst@oF-@trtd)@d](oro$lDILo,ILo){oc0o,(ttl-l(od(,CL-90)ul.o)U)foooOn such dates and times mutually agreed upon by the parties, the AGENCY will deliver all vehicles to an AXON lnstaller less weapons and items of evidenceVehicle(s) will be deemed 'out of service' to the extent necessary to perform Work pursuant of this SOW.Existing Mobile Video Camera System RemovalOn such dates and times mutually agreed upon by the parties, the AGENCY will deliver all vehicles to an AXON lnstaller which will remove from said vehicles allcomponents of the existing mobile video camera system unless otherwise agreed upon by the AGENCy.Major components will be salvaged by the AXON lnstaller for auction by the AGENCY. Wires and cables are Ret considered expendable and will not besalvaged, Salvaged components will be placed in a designated area by the AGENCY within close proximity of the vehicle in an accessible work space.Prior to removing the existing mobile video camera systems, it is both the responsibility of the AGENCY and the AXON lnstaller to test the vehicle,s systems,operation to identify and operate, documenting any existing component or system failures and in detail, identify which components of the existing mobile videocamera system will be removed by the AXON lnstaller.ln-Car Hardwarelsoftware Delivery and lnstallationOn such dates and times mutually agreed upon by the parties, the AGENCY will deliver all vehicles to an AXON lnstaller, who will install and configure in eachvehicle in accordance with the specifications detailed in the system's installation manual and its relevant addendum(s). Applicable in-car hardware will be installedand configured as defined and validated by the AGENCY during the pre-deployment discovery process.lf a specified vehicle is unavailable on the date and time agreed upon by the parties, AGENCY will provide a similar vehicle for the installation process. Delays dueto a vehicle, or substitute vehicle, not being available at agreed upon dates and times may results in additional fees to the AGENCy. lf the AXON lnstallerdetermines that a vehicle is not properly prepared for installation ("Not Fleet Ready"), such .s a battery not being properly charged or properly up-fit for in-seryice,field operations, the issue shall be reported immediately to the AGENCY for resolution and a date and time for the future installition shall be igreed upon by theparties.
Upon completion of installation and configuration, AXON will systematically test all installed and configured in-car hardware and software to ensure that ALLfunctions of the hardware and software are fully operational ano tnat any deficiencies are conected unless otherwise agreed upon by the AGENcy, installation,configuration, test and the correct of any deficiencies will be completed in each vehicle accepted for installation.Prior to installing the Axon Fleet camera systems, it is both the responsibility of the AGENCY and the AXoN lnstaller to test the vehicle,s existing systems,operation to identify, document any existing component or vehicle systems' failures, Prior to any vehicle up-fitting the AX9N lnstal6r will introduie ihe system,scomponents, basic functions, integrations and systems overview along with reference to AX0N approved, AGENcy manuals, guides, portals and videos. lt isboth the responsibility of the AGENCY and the AXON lnstaller to agree on placement of each components, the antenna(s), integration recording trigger sourcesand customer preferred power, ground and ignition sources prior topermanent or temporary installation of an Axon Fleei camera solution in eaCh uer,icte type.Agreed placement will be documented by the AXON lnstaller.AXON welcomes up to 5 persons per system operation training session per day, and unless otherwise agreed upon by the AGENCy, the first vehicle will be usedfor an installation training demonstration' The second vehicle will be used for an assisted installation training demonstration. The installation training sesiion iscustomary to any AXON Fleet installation service regardless of who performs the continued Axon Fleet system installations.5t*@lrl@o(f,$N@oF.@{tm@d)@ro$dlILO)Lro){ocoo)(r,ul(oE!c)CLoc,cIJJ.9U)ooo
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DocuSign Envelope lD: 6E398049-FgFB-4568-8844-67D824308E87
Ot
DocuSign Envelope lD: 6E398049-F9FB-4568-8844-67D824308E87
AAXON Master Services and Purchasing Agreement between
Axon and Agency (Online)
This Master Services and Purchasing Agreement ('Agreement,,) is between Axon Enterprise, lnc., a Delaware
corporation ("Axon"), and the agency on the euote ("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 ("Effectlve 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 Append ix ("Quote"). lt is the intent of the Parties that this Agreement
act as a master agreement governing all subsequent purchases byAgency forthe same Axon products and services
in the Quote, and allsuch subsequent quotes accepted by Agency shall be also incorporated into this Agreement
by reference as a Quote. The Parties therefore agree as follows:
1 Definitions.
"Axon Cloud Services" means Axon's web services for Axon Evidence, Axon Records, Axon Dispatch,
and interactions between Evidence.com and Axon Devices or Axon client software. Axon Cloud Service
excludes third-party applications, hardware warranties, and my.evidence.com.
"Axon 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 tb prior
credit approval. Changes in the deployment estimated ship date may change charges in ihe euote.Shipping dates are estimates only. Axon is not responsible for typographical eirors in Iny offer by Axon,
and Axon reserves the right to cancel any orders resulting from such eriors.
"Selvices" means all services provided by Axon under this Agreement, including software, Axon Cloud
Services, and professional services.
Terfn- 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 stripJine 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 15th of the following month. For puichases solely of Axon
Evidence subscriptions, the start date is the Effective Date. Each su-bscription 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 miy increase pricing to its
then-current list pricing for any Renewal Term. For all other purchases, Axon may increase fricinf on attline 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 untilAxon receives a signed euoteor 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 setoi deduction, or withholding. f nxon
sends a past due account to collections, Agency is responsible for collection and attorneys' fees.
Taxes. Aqelcy is responsible for sales and other taxes associated with the order unless Agency provides
Axon a valid tax exemption certificate.
Shio4!q.Axon may make partialshipments and ship Axon Devices from multiple locations. All shipments
are FOB shipping point via common canier. Title and risk of loss pass to Agency upon Axon's delivery tothe common carrier. Agency is responsible for any shipping charg6s in the duote.
Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or asprovided by state or federal law.
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Department:Legal
Version: 1,0
Release Datei 3/ 3l/2O21
servrces and Purchasing Agreement Detween Axon and ency (unilne)
Page 1 of47
DocuSign Envelope lD: 6E39B049-FgF8-4568-8844-67D824308E87
A AXo N x,Hl,":"to'[:""Till,:ff1""'"s Asreement between
7 Warrantv.
I
7-1 Hardware Limlted Warranty. Axon warrants that Axon-manufactured Devices are free fromdefects in workmanship and materials for 1 year from the date of Agency's receipt, except SignaiSidearm, which Axon warrants for 30 months from the date of Agenly's ieceipt. Axon wananti ltsAxon-manufactured accessories for 9O-days trom the date of Ageniy's receipt. Used conductedenergy weapon ("C!W,) cartridges are deemed to have operated pr6perly. Extended wananties
run from the expiration of the 1-year hardware wananty through the-extendld wananty term. Non-Axon manufactured Devices are not covered by Axon's w-ranty. Agency should'contact themanufacturer for support of non-Axon manufactured Devices.
7.2 Claims. lf Axon receives a valid wananty claim for an Axon manufactured Device during the
lvarranty term, Axon's sole responsibility is to repair or replace the Device with the same o-r like
Device, at Axon's option. A replacement Axon Device will bb new or like new. Axon willwarrant thereplacement Axon Device for the longer of (a) the remaining warranty of the original Axon Device
or (b) 9Odays from the date of repair or replacement.
lf Agency exchanges a device or parl, the replacement item becomes Agency's property, and thereplaced item becomes Axon's property.,Before delivering a Axon Device-for slruice, nglicy rnusiupload Axon Device data to Axon Evidence or download it and retain a copy. Rlon is notresponsible for any loss of sofh,vare, data, or other information contained in storagl media or anypart of the Axon Device sent to Axon for service.
7.3 Spare Axon Devices. Forqualified purchases, Axon may provide Agency a predetermined number
of spare Axon Devices as detailed in the Quote ("Spare Axon Deviles"i. spare Axon Devices areintended to replace broken or non-functioning units while Agency su'umits the broken or non-functioning units, through Axon's wananty retuh process. Axo-n wili repair or replace the unit witha replacement Axon Device. Title and risk of loss for all Spare Axon D6vices shail pass to ngencyin accordance with shippiLg teqs under Section 5. Axon assumes no liability or obligation in th6event Agency does not utilize Spare Axon Devices for lhe intended purpose.
7.4 Limitatlons. Axon's wananty excludes damage related to: (a) failure to follow Axon Device useinstructions; (b) Axon Devices used with equipment not manuiactured or recommended by Axon;(c) abuse, misuse, or intentional damage to A.,ron Device; (d) force majeure; (e) Axon Oeviceirepaired or modified by persons other than Axon without Axon's written permiision; or (f) Axon
Devices with a defaced or removed serial number.7-4.1 To the extent permltted by law, the above warranties and remedies are exctusive.Axon disclaims all other warrantles, remedles, and conditlons, whether oral, wrltten,statutory, or lmplied. lf statutory or lmplied warranties cannot be lawfully distlaimeO,
then such warranties are limited to the duration of the warrangr describid 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 anyclaim, demand, or actlon arising out of or relating to any A<on bevlce or S1rvice wiilnot exceed_ the purchase price paid to Aron for the Axbn Device, or if for Services,the amolfnt paid for such Servlces over the 12 months preceding the claim. NeitheiParty will be llable for dlrect, special, indirect, incidental, punifiv=e or conseguential
damages, however caused, whether for breach of warranty or contract, negligence,strict liability, tort or any other legal theory.
StatFment of Work. Certain Axon Devices and Services, including Axon Interview Room, Axon ChannelServices, and Axon Fleet, may require a Statement of Work tfrit Oetaits Axon's Service deliverables("SOllY,). ln the event Axon provides an SOW to Agency, Axon is only responsible to perform Seruicesdescribed in the SOW. Additionalservices are out oflcop-e. The Partieimusi document icope changes in
a written and signed change order. Changes may require an equitable adjustment in fees or schedule. TheSOW is incorporated into this Agreement by reference
Anon Devlce Warninos. See www.axon.com/legal for the most curent Axon Device warnings.9
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Department:
rvraster Servtces ancl
Legal
Version:1,0
Release Oatei 3/ 3L/202I
rng Agreement n Axon ano Agency (ilne)
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DocuSign Envelope ID: 6E398049-FgFB-456B-8844-67D824308E87
AAXCN Master Services and Purchasing Agreement between
Axon and Agency (Online)
10 Desion Ghanoes. Axon may make design changes to any Axon Device or Service without notifying Agency
or making the same change to Axon Devices and Services previously purchased by Agency.
11 Bundled Offeflnos. Some ofierings in bundled offerings may not be generaily available at the time ofAgency'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.
Insurance. Axon will maintain General Liability, Workers' Compensation, and Automobile Liability
insurance. Upon request, Axon willsupply certificates of insurance.
lndenni{c?tion. Axon will indemnifyAgency's officers, directors, and employees ('Agency lndemnitees")
against all claims, demands, losses, and reasonable expenses arising out oi a miiA-party fuaim against anAgelcy lndemnitee resulting from anynegligent act, error or omission-, or willful misconduct by Ax-on unU"1
this Agreement, except to the extent of Agency's negligence or willful misconduct, or claims under workers
compensation.
lP Biqhts. Axon owns and reserves allright, title, and interest in Axon devices and services and suggestions
to Axon, including all related intellectual property rights. Agency will not cause any Axon proprieti-ry rights
to be violated.
lP lndemnification. Axon will indemnif,T Agency lndemnitees against all claims, losses, and reasonable
expenses from any third-pafi claim alleging that the use of Axon Devices or Services infringes ormisappropriates the third-pafi's intellectual property rights. Agency must prompfly provide Axon with
written notice of such claim, tender to Axon the defense or seftlement of such btaim'afnj<on's expense and
cooperate fully with Axon in the defense or settlement of such claim. Axon's lP indemnification ibligations
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 wiih hardware or services not
appro_ved by Axon; (c) use of Axon Devices and Services other than as permifted in this Agreement; or (d)
use of Axon software that is not the most current release provided by Aion.
Aoency Resoonqibilitieq. 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 biipute between
Agency and a third-party over Agency's use of Axon Devices.
Termination.17.1 For Breach. A Pgrty may terminate this Agreement for cause if it provides 30 days written notice
of the breach to the other Pafi, 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 amountJ on iprorated 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 oitermination 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 allfees incurred before the effective date of termination. lf Agency
purchases Axon Devices for less than the manufacturer's suggesled retail price ("MSRp"; an'O tnii
Agreement terminates before the end of the Term, Axon will invoice Agency the difference betweenthe MSRP for Axon Devices received, including any Spare Axon bevices, and amounls 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 individual Axon
Device at the time of sale. For bundled Axon Devices, MSRP is the standalone price of all individual
components.
Gpnfi4gntialltv. "Gonfidentlal lnformation' means nonpublic information designated as confidential or,given the nature of the information or circumstances surrounding disclosurJ, should reasonably be
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asEer servtces and Purchasing Agreement Detween Axon ancl Agency (unilne)
Page 3 of 47
DocuSign Envelope lD: 6E398049-FgFB-4568-8844-67D824308E87
AAXON Master Services and Purchasing Agreement between
Axon and Agency (Online)
understood to be confidential. Each Party will take reasonable measures to avoid disclosure, dissemination
or unauthorized use of the other Party's Confidential I nformation. Unless required by law, neither pa rty willdisclose 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
to this Agreement.
disclosure. Axon may publicly
announce information related
l9 General.19.1 Fqrce Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond
a Party's reasonable control.
19.2 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.
Third'Party Beneficlaries. There are no third-party beneficiaries under this Agreement.
Non'Discrimlnation. Neither Party nor its employees will discriminate against any person basedon race; religion; ffeed; color; sex; gender identity and expression; pregnaniy; childbirth;
breastfeeding; medical conditions related to pregnancy, childbirth, or breistfeeilng; sexual
orientation; marital status; age; national origin; ancestry; genetic information; ctisabilitf; veteran
status; or any class protected by local, state, or federal law.
Export Compliance. Each Party will comply with all import and export control laws and regulations.
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 Agreemeht is binding upon ihe partiesiespective
successors and assigns.
Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes
a waiver of that right.
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. -
Survival. The following sections will survive termination: Payment, Warranty, Axon Device
Warnings, lndemnification, lP Rights, and Agency Responsibilitiei.
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 thiJAgreement.
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 Oite of the email. Notices bypersonal delivery are effective immediately. contact information for notices:
19.3
19.4
19.5
19.6
19.7
19.8
19.9
19.10
19.11
19.12
Axon: Axon Enterprise, lnc.
Attn: Legal
17800 N.85th Street
Scottsdale, Arizona 85255
legal@axon.com
Agency:
Attn:
Street Address
City, State, Zip
Email
Entire Agreement. This Agreement, including the Appendices and any SOW(s), represents theentire agreement between the Parties. This Agreement supersedes all pribl agieements or
ttUe:
Department:Legal
Version: 1.0
Release Date: 3/31/2O21
5ervrces ano Purcnastng Agreemen[ oetween Axon and Agency (unilne)
Page 4 ot 47
DocuSign Envelope lD: 6E398049-FgF8-4568-8844-67D824308E87
understandings, whether written
Agreement may only be modified
or verbal, regarding the subject matter of this
or amended in a writing signed by the parties.
Agreement. This
below declares they have been expressly authorized to execute this Agreement asEach representative identified
of the date of signature.
Axon E
Signature
Name:
55DAEBB131 44424...
Agency
Signature:
Name:
VP, Assoc. General Counsel
Robert e. oriscol1, Jr Ln tura 0gt fiLoLa-r,L
{Uq^MrrnA.tt-'
f0
Title:
Date:2/23/2022
Title:
Date:
Itue:
Department:Legal
servrces ano PurcnaStng n
Version: 1.0
Release Datei 3/3L/2021
Agreement oetween AXon an0 Agency (u ilne)
Page 5 of 47
DocuSign Envelope lD: 6E398049-FgF8-4568-8844-67D824308E87
AAXON Master Services and Purchasing Agreement
between Axon and Agency (Online)
1
Axon Gloud Services Terms of Use Appendix
Definltlons.
"Agency Gontent" 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€ontent Data" is data, configuration, and usage information about Agency's Axon Cloud
Services tenant, Axon Devices and client software, and users that is transmitted orgenerated when
using Axon Devices. Non-Content Data includes data about users captured turing 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
identiflable natural person is one who can be identified, directly or indirecfly, in particular by
reference to an identifiersuch as a name, an identification number, location data, an oniine identifier
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 nofexceed 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 upload non-
TASER Data to Axon Evidence Lite.
AoencY Qwns AqencY.9ontgnt. Agency controls and owns atl right, title, and interest in Agency
Content. Except as outlined herein, Axon obtains no interest in Agency Content, anA Alency
Content is not Axon's business records. Agency is solely responiible -for
uploading, shiringi
managing, and deleting Agency Content. Axon will only have access to Ageniy ConG-nt for thi
limited purposes set forth herein. Agency agrees to allow Axon access to Agency Content to (a)
perform troubleshooting, maintenance, or diagnostic screenings; and (b) enfbrce-this Agreement
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
inclu.ding logical, physical access, vulnerability, risk, and configuration manageirentj incident
monitoring and response; encryption of uploaded digital evidence; security education; and dataprotection. Axon agrees to the Federal Bureau of lnvestigation Criminil Justice lnformation
Services Security Addendum.
Agencv Responslbilities, 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 ierminate that end user's
access to Axon Cloud Services.
Agency will also maintain the security of end user names and passwords and security and access
by end uslrs to Agency Content. Agency is responsible for ensuring the configuration and utilization
of Axon Cloud Services meet applicable Agency regulation and Jtandards.-Agency may not sell,
transfer, or sublicense access to any other entity or person. Agency shall contaCt Axon immediately
2
3
4
5
TiBe:
Department:
Version:
tvJaster servrces ano Purcna
Legal
1.0
Release Date: 3/3L/2O2t
AgreemenE De[ween Axon a no Agency (untrne)
Page 6 of 47
Docusign Envelope lD: 6E39B049-FgFB-4568-8B44-67D824308E87
A AXCN ilffi:::ilt"":^ilil#:l?Btfl,ii*emen,
if an unauthorized
information is lost or
party may be using Agency's account or Agency content, or if account
stolen.
6
7
To the extent Agency uses the Axon Cloud Services to interact with YouTube@, such use may begovemed by the YouTube Terms of service, available athttos://www.youtube.com/static?template=terms.
PrlYacv. 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/legal/cloud-services-
priv-acy-policy. Agency agrees to allow Axon access to ruon-C
perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, devel6p, improve,
and support current and future Axon products and related servicbs; 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 theadministrative features of Axon Cloud Services. lf Agency chooses to use this service, Axon must
also enable the usage of the_feature for Agency's Axbn Cioud Services tenant. Agencywill not see
this option with Axon Cloud Services unless Axon has enabled Wi-Fi Positioning fir Agency's Axon
Cloud Services tenant. When W-Fi Positioning is enabled by both Axon and Rfency,-NoniContent
and Personal Data will be sent to Skyhook Holdings, lnc. fskyhook',) to facifitate tne Wi-fi
Positioning functionali$. Data controlled by Skyhook is outside-the scope of the Axon Cloud
services Privacy Policy and is subject to the skyhook services pdvacy policy.
9toraog. For Axon Unlimited Device Storage subscriptions, Agency may store unlimited data in
Agency's Axon Evidence account only if data originates from Axbn C-aptuie or the applicable AxonDevice' Axon may charge Agency additional feei for exceeding purchased storage amounts. Axon
may place Agency Content that Agency has not viewed or accessed for 6 mo-nths into archivat
storage. Agency Content in archival storage will not have immediate availability and may take up
to 24 hours to access.
8
I
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locati9lt pt$tofaoe. ton 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 allAgency Content stored in Axon Cioud Services remains within the
United States. Ownership of Agency Content remains with Agency.
Susoenslon. Axon may temporarily suspend Agency's or any end user's right to access or use
any portion or all of Axon Cloud SeMces 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 bloud Services or anythird-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.
f9elcy remains responsible for all fees incuned lhrough suspension. Axon will not delete Agency
Content because of suspension, except as specified in this Agreement.
Axon,9loud Service.s Warantv. Axon disclaims any wananties or responsibility for data
conuption or errors before Agency uploads data to Axon cloud services.
Axqn Re-cords. Axon Records is the sofiware-as-a-service product that is generally avai6b6 at
the time A_gency 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.
The Axon Records Subscription Term will end upon the competition of the Axon Records
as documented in the
n
Department: Legal
Version: 1,0
Release Datet 3/ 3I/2O21
or if as of an OSP 7
PageT ol 47
DocuSign Envelope lD: 6E39B049-F9FB-4568-8844-67D824308E87
AAXCN Master Services and Purchasing Agreement
between Axon and Agency (Online)
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 thdt Axon
introduces and markets as distinct products or applications.
New or additional Axon products and applications, as wetl 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 lnat
bundled offering, or (2) date Axon provisions Axon Records to Agency.
Axgn .Qtgud Servic?=s Restrlctio.ns. Agency and Agency end users (including employees,
contraclors, agents, officers, volunteers, and directors), may not, or may not attempfto:13.1 copy, modiiT, 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 ihe 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
permifted in this Agreement;13.5 access Axon Cloud Services to build a competitive device or service or copy any features,
functions, or graphics of Axon Cloud Services;13.6 remove, alter, or obscure any confidentiality or proprietary rights notices (including
copyright and trademark notices) of Axon's or Axon's licensors on or within Axon Cloud
Services; or13.7 use Axon Cloud Services to store or transmit infringing, libelous, or other unlaMut 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 gOdays following termination. There
will be no_functionality of Axon Cloud Services during these gO-days other thanlhe ability to retrieve
Agency Content. Agency will not incur additional fees if Agency downloads Agency Content from
Axon Cloud Services during this time. Axon has no obligation to maintain br piovide Agency
Content after these 90-days and will thereafter, unless legally prohibited, delete all Agency Cohteni.
Upon request, Axon will provide written proof that Axon successfully deleted and futly 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. ilequests for Axon toprovide 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.9. 9oy,eql4ent 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 FederalAcquisition Regulation and Defense FederalAcquisition Regulation
Supplement. lf Agency is using Axon Cloud Services on behalf of the U.S. Government an? 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 seclions in this Appendix will
13
14
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TiHe
Department
Master 5ervtces and
Legal
Version: 1.0
Release Oate; 3/ 3l/2O21
Agreement Detween Axon ans Agency (unnne)
Page I of 47
DocuSign Envelope lD: 6E398049-F9FB-456B-8844-67D824308E97
A AXCN lH::"'illr':"Tilff:i?illfl"tireemenr
survive: Agency Owns Agency Content,
Services Restrictions.
Storage, Axon Cloud Services Warranty, and Axon Cloud
; rYraster servtces ano
Department: Legal
Version: 1,0
Release Date: 3/ 3L/2O2L
rurcnastng Agreeme oerween AXon ano Agency (unlrneJ
Page 9 of 47
DocuSign Envelope lD: 6E398049-FgFB-4568-8844-67D824308E87
AAXCN Master Services and Purchasing Agreement
between Axon and Agency (Online)
Professional Services Appendix
Utilization of Services. Agency must use professional services as outlined in the euote and this
Appendix within 6 months of the Effective Date.
BWC Full Service includes advance
4 consecutive days of on-site service
to assess Agency's deployment and
requires more than 4 consecutive on-
Service
1
2
lnstructor-led setup of Axon View on smartphones (if applicable)
Configure categories and custom roles based on Agency need
Register cameras to Agency domain
Troubleshoot lr issues with Axon Evidence and Axon Dock ("Dock") access
a
a
a
a
a
System set up and conflguration
One on-site uded
Work with Agency to decide the ideal location of Docks and set configurations on Dock
Axon Evidence using admin credentials from Agency
to include phvsical mountino of docks
o
a
a
Authenticate Dock with
On-site assistance. not
Dock configuration
r 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 Evidence. Recommend rollout plan based on review of shift schedules
Best practice implementatlon planning session
of security, roles & permissions,forandexplanationStep-by-step Agency's configuration
retention&and Axonfor
Axon instructor n the Tra iner)
tor instructorsin-house who canTraining AxonAgency's camera Axonandsupportcy'sAgen Evidence
tntra needs Axonafter fulfihas itslled contractualing on-site obligations
System Admin and hooting tra
assistance
Tailored workflow instruction for lnvestigative Units on sharing Cases and Evidence with localprosecuting agencies
Evidence sharing nrng
r Assistance with device set up and configuralion
End user training and support sessions
a on device and
lmplementation document packet
Axon Evidence administrator guides, camera i mplementation guides, network setup guide, sample
and &
3 Bgdv-Worn Gamera Starter Service (BWG Starterl. BWC Starter includes advance remoteproject planning and configuration support and one day of on-site Services and a professional
sgrvice_s manager to work closely with Agency to assess Agency's deployment and determine
which Services are appropriate. lf Aggncy requires more than 1 dby of on-iite Services, Agency
must purchase additional on-site services. The BWC starter options include:
Tiue:
Department:
Mas[er servtces and Pu
Legal
Version: 1.0
Release Datez 3/ 3t/2l2t
Agreement Detween Axon ano Agency (unilne)
Page 10 of47
DocuSign Envelope lD: 6E39B049-FgFB-4568-8844-67D824308E87
AAXCN Master Services and Purchasing Agreement
between l\xon and Agency (Online)
Bodv'Worn Camera Vlrtual 1-Dav Service (BWG Virtual}. BWC Virtual includes all items in the
BWC Starter Service Package, except one day of on-site services.
CEW Services are below:
4
5
System set up and configuration (Remote Support|r lnstructorJed setup of Axon View on smartphones (if applicable). Configure categories & custom roles based on Agency need. Troubleshoot lr issues with Axon Evidence and Axon Dock ("Dock") access
. Work with Agency to decide the ideal location of Dock setup and set configurations on Dock. Authenticate Dock with Axon Evidence using .Administrato/' credentials from Agency. Does not include physical mounting of docks
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
Axon instructor training (Train the
. Assistance with device set up and configuration
End user go-live ning and support sessions
device Axon Evidencer Trai
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample
and & roles
document packet
Configure Axon Evidence categories & custom roles based on Agency need.
Troubleshoot lT issues with Axon Evidence.
Register users and assign roles in Axon Evidence.
For the GEW Full Service Package: On-site assistance included
System set up and
For the GEW Starter 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 ager
Best practice implementation planning session to
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 referrals to other agencies using TASER cEWs and Axon Evidence
For the CEW Full Service Package: On-site assistance included
a
a
a
a
a
For the CEW Virtual assistance
System Admin and troubleshooting
On-site sessions providing a step-by-step explanation a
security, roles & permissions, categories & retention, an
nd assistance for Agency's configuration of
d other specific settings for Axon Evidence
sesslons
r Provide training on the Axon Evidence to educate instructors who can support Agency's
subsequent Axon Evidence training needs.
a F or CEWthe SeruiceFull for 3to ndi atividualsPackageTrainingup ncyAge
a thFor cEw for U atindividual
Axon Evidence lnstructor
TASER
and devlce n mentinspectionassig
Axon's on-site servrces willteam fun checkctions allonprofessionalperform new c EW Smart
and tothem usera Axonon Evidence.
iltle: Master
Department: Legal
)ervrces ano purcnastng Agreement
Version:1.0
Release DaEe: 3/ 3l/202I
Derween AXon ano Agency (unltne)
Page 11 ol 47
DocuSign Envelope lD: 6E39B049-FgF8-4568-8844-67D824308E87
Master Seruices and Purchasing Agreement
between Axon and Agency (Online)
Smart Tra Service includes
*Note:Service packages for TASER 7 include Smart Wea pon Transition Service instead of 1-
Day Device Specific lnslructor Course.
$ional ,$ideafr,n lnstallation Service. lf Agency purchases Signal Sidearm lnstallation Service,
Axon will provide one day of on-site Services and one professionil services manager and will cover
the installation of up 100 Signal Sidearm devices per package purchased. Ageniy is responsible
for providing an appropriate work area and ensuring all holsters that will nlve -Signal
bidearm
installed onto them are available on the agreed-upon installation date(s). lnstallation includes:
10
Out pf Scone 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.
Delivqry 9f.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 traveltime by Axon personnel to Agency premises as work hours.
Acceqg.Comouter Svstems to. Perform Services. Agency authorizes Axon to access relevant
Agency computers and networks, solely for performing the Services. Axon willwork to identifo as
:9on_ 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, compleieness, and
consistency of all data, materials, and information supplied by Agency.
11 Site Preo.aration. Axon will provide a hardcopy or digital copy of cunent 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 environmentat
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
Agjeptance. When Axon completes professional Services, Axon wilt present an acceptance form("Acceptance Form") to Ag91cy. Agency will sign the Acceptince Form acknowtedging
completion. lf Agency reasonably believes Axon did not complete the professional Service! ii
AAXON
6
7
8
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12
ilqe: Master
Department: Legal
>ervtce
Version: 1,0
Release Dale; 3/3L/2O2L
For the CEW Full Service Package: On-site assistance included.
Post go-llve
Forthe GEW Virtual assistance included.
TASERon-sAxon's ite teamservices uwill CEWprofessional Axontopload fromEvidence alllogsfiring
CEW that with Smartnewer models.
Archivalof GEW
Axon's on-site professional service team will ship all old weapo ns back to Axon's headquarters.
Axon will orovide Aqencv with a Certifi cate of Destruction
Return of Old Weapons
of that affix a holster mount
of the Sidearm Plate the and the
of the the mount screws
Functionaltesti of Sidearm device
s anct PUrcnastng Agreement oerween Axon ano Agency (Untine)
Page 12 of 47
DocuSign Envelope lD: 6E398049-FgF8-4568-8844-67D824308E87
AAXCN Master Services and Purchasing Agreement
between Axon and Agency (Online)
13
substantial conformance with this Agreernent, 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 Z calendar days of
delivery of the Acceptance Form, Axon will deem Agency to have accepted the professional
Services.
Aqengv 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 willAxon
be liable for loss, damage, or corruption of Agency's network from any cause.
I tfle
Department
; Haster servtces ano
: Legal
Version:1,0
Release Datei 3/ 31-/202L
Agreemenl oetween Axon dnq Agency (unilne)
Page 13of47
DocuSign Envelope lD: 6E39B049-F9FB-4568-8844-67D824308E87
Master Services and Purchasing Agreement
between Axon and Agency (Online)
Technology Assurance Plan Appendix
lf Technology Assurance Plan ("TAP") or a bundle including TAP is on the Quote, this appendix applies.
1 IAP Warranly. l|g fne warranty is an extended warranty that starts at the end of the 1-year
Hardware Limited Warranty.
2 9Ticer Lafetv Plqn. lf Agency purchases an Oflicer Safety Plan ("OSP"), Agency will receive the
deliverables detailed in the ciuote. Agency must accefit delivery oi 'tnJ rASER cEW and
accessories as soon as available from Axon.
3 9SP 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 foltowing month. I nx6n siips
in the second half of the month, OSP 7 starts the 1Sth of the following montfi fOSp 7 Term").
4 TAP BWQ Ueqrade. lf Agency has no outstanding payment obligations and purchased TAp, Axon
will provide Agency a new Axon body-worn camera CBWC Upgrade") as sc'heduled in the duote.
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 BWG Upgrade will utilize the same accessories or
Axon Dock.
5 TAP Dock Uporade. 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 requiiel for BWC
compatibility. lf Agency originally purchased a single-bay Axon Dock, the Dock Upfrade will be asingle'bay Axon Dock model that is the same or like Axon Device, at Axon's optTon. lf Agency
originally purchased a multi-bay Axon Dock, the Dock Upgrade will be a multi-bayAxon Oock tnat
is the same or like Axon Device, at Axon's option.
6 Upqrade 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 othenrvise at least 90 days in
advance. Axon may ship the final BWC and Dock Upgrade as scheduled in the euote 60 days
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 difference between the MSRP for the offered BWC or Dock
Upgrade and the MSRP forthe model desired. lf the modelAgency 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.
I Return of OriqinSl.Axon Device. 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 ngency does not
return or destroy the Axon Devices, Axon will deactivate the serial numbers for tne nxoh Devices
received by Agency.
9 Termlnation. 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: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.
TASER 7 Appendix
I tne:
Department:
rYraster 5ervtces ano Pu
Legal
Version:1,0
Release Date; 3/3L/ZQZL
AAXON
Agreemenr Delween AXon a nq Agency (unilneJ
Paga 14 of 47
DocuSign Envelope lD: 6E39B049-F9FB-456B-8B44-67D824308E87
AAXON Master Services and Purchasing Agreement
between Axon and Agency (Online)
This TASER 7 Appendix applies to Agency's TASER 7, OSP 7, or OSP 7 Plus purchase from Axon.
t.lftheQuoteincludes,.DutyCartridgeReplenishment
Plan', Agency must purchase the plan for each CEW user. A CEW user includls officers that use
a CEW in the line of duty and those that only use a CEW for training. Agency may not resell
cartridges received. Axon will only replace cartridges used in the line of duty.
2 Traininq. 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 cannot exlchange
it for another device or service. Unless stated in the Quote, the voucher Ooes not include trav:el
expenses and will le Agency'9 responsibility. lf the Quote includes Axon Online Training or Virtuat
Reality Content Empathy Development for Autism/Schizophrenia (collectively, "Training
C-ontent"), Agency may access Training Content. Axon will delivei all Training Conten'i
electronically.
3 Extended Warran$y. lf the Quote includes an extended warranty, the extended waranty coverage
period warranty will be for a S-year term, which includes the hardware manufacture/s wananty plis
the 4-year extended term.
4 Trade'ln. 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{n 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 ffedit. Agency may not destroy Trade-ln Units and receive a trade-in creOit.
Agency Size Days to Return from Start Date of TASER 7 Subscription
Less than 100 officers 30 days
100 to 499 officers 90 days
500+ officers 180 days
TASER T,9ubscrlotion 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 {<gn 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.
Privaqy. 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 Conteni, so Agency may file an objeclion
with the court or administrative body.
Terminitiglt. !! Payment for TASER 7 is more than 30 days past due, Axon may terminate
Agency's TASER 7 plan by notifying Agency. Upon termination for any reason, then as of the
date of termination:8.1 TASER 7 extended warranties and access to Training Content will terminate. No refunds
willbegiven.
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Department:
Master servtces ano
Legal
Version:1.0
Release Date: 3/31/202L
Agreement oetween Axon ans Agency (unilne)
Page 15 of 47
DocuSign Envelope lD: 6E39B049-F9FB-4568-8844-67D824308E87
AAXCN Master Services and Purchasing Agreement
between Axon and Agency (Online)
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 T plan.
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Department:
rvraster servtces ano Pu
Legal
Version: 1.0
Release Date: 3/37/202t
ng Ag ree men[ oetween AXon ano Agency (untrne)
Page 16of47
DocuSign Envelope lD: 6E39B049-F9F8-4568-8844-67D824308E87
AAXON Master Services and Purchasing Agreement
between Axon and Agency (Online)
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Axon Auto-Ta gging Appendix
Scope. Axon Auto-Tagging consists of the development of a module to allow Axon Evidence to
interactwith Ag-ency's Computer-Aided Dispatch ('CAD") or Records Management Systems ("RMS").
This allows end users.to auto-populate Axon video meta-data with a case lb, category, and iocation-
based on data maintained in Agency's CAD or RMS.
S-upoo4' For thirty days after completing Auto-Tagging Services, Axon will provide up to S 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 su-bscription.
Axon will not provide support if a change is required because Agency changes iii CiO or RMS.
thanges. 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 ol schedule.
Agency-Bqsponqibil.ltleq. Axon's performance of Auto-Tagging Services requires Agency to:4,1 Make available relevant systems, including Agency! cunent 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 AutofJgglng Services, subject
to Agency safety and security restrictions, and allow Axon to enteilnJ exit the premises
with laptops and materials needed to perform Auto-Tagging services;4.4 Provide all infrastructure and software information (iCnne addresses, node names,
network config.uration) necessary for Axon to provide Auto-Tagging services;
t.? Promptly install and implement any software updates provided 6y 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 acc6int-when required;4.9 Notify Axon of any network or machine maintenance that may impact the perfoi.mance of
the module at Agency; and4.10 Ensure reasonable availability of knowledgeable staff and personnel to provide timety,
accurate, complete, and up-to-date documentation and information to Axon.
Acqess to Qvgtqms. Agency authorizes Axon lo access Agency's relevant computers, network
systems, and CAD or RMS solely for performing Auto-Tagging Services. Axon wiliwork diligenly
to.identfy as soon as reasonably practicable resources anO intormation Axon expects to use andwill 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, completiness, and
consistency of all data, materials, and information supplied by Agency.
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Ti Haster Services
Department: Legal
Version: 1.0
Release Dale: 31 3t/202L
PUrcnasrng Agreement Derween AXon anct (unilne)
Page 17 of 47
DocuSign Envelope lD: 6E39B049-F9FB-4568-8844-67D824308E87
1
AAXON Master Services and Purchasing Agreement
between Axon and Agency (Online)
Axon Fleet Appendix
Aqencv Resoonsibllities. Agency must ensure its infrastructure and vehicles adhere to theminimum requirements to operate Axon Fleet 2 or Axon Fleet 3 (collectively, "Axon Fleet,') as
established by Axon {uring the qualifier call and on-site assessment at Agency ind in any techriicalqualifying questions. lf Agency's representations are inaccurate, the Quote ij subject to change.
9radleoqin!. lf Agency.purchases Cradlepoint Enterprise Cloud Manager, Agency will comply with
Cradlepoint's end user license agreement. The term of the Cradlepoinl licenie mby differ froin tneAxon Evidence Subscription. lf Agency requires Cradlepoint support, Ageniy will contact
Cradlepoint directly.
ThirC-'pal:tv ln$taller. 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 Offlo,ad Server.4.1 Llcense Grant..Axgn grg$s Agency a non-exclusive, royalty-free, worldwide, perpetual
license to use Wireless Offload Server ("WOS'). "Use" meani storing, loading, installing,
or executing WOS solely for data communication with Axon Device-s for thJ number oflicenses purchased. The WOS term begins upon the start of the Axon Evidence
Subscdption.
4.2 Restrictions. Agency may not: (a) modiff, 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 Wob to avoid
incurring fees or exceeding ysage limits; (d) copy WOS in whole or part; (e) use lrade
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 oigraphics
9f WOS; or (h) remove, alter or obscure any confidentiality or proprietary righti notices
(including copyright and trademark notices) of Axon or Axofs licensors on or iithin 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
lnternel access tgreceive WOS Updates and maintaining computer equipmeninecessary
for use of WOS. The Quote will detail the maintenance term.
4.4 WOS Support. Upon requesl byAxon, Agency will provide Axon with access to Agency's
store and fonrrard seryers solely for troubleshooting and maintenance.
Axon Vehicle Software.5.1 License Grant..Axon grantsAgency a non-exclusive, royalty-free, worldwide, perpetual
license to use ViewXL or Dashboard (collectively, "Axon Vehille Software".)'Use'means
storing, loading,..installing, or executing Axon Vehicle Software soiely 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) modifo, 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 boftware,
or allow others to do so; (c) access or use Axon Vehicle Software to avoid incurring fees
or exceeding !9age limits; (d) copy Axon Vehicle Software in whole or part; (e) use trade
secret information contained in Axon Vehicle Software; (f) resell, rent, ioan 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 Soft\ /are; or (h)
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Department:
tvrdsfer 5e
Legal
rV
Version: 1,0
Release Datet 3/3t/202L
rces ano Purcna Agreement oeEween Axon .rnq Agency (unilne,
Page 18 of47
DocuSign Envelope lD: 6E39B049-FgFB-4568-8844-67D824308E87
AAXON Master Services and Purchasing Agreement
between Axon and Agency (Online)
remove, alter or obscure any confidentiality
and trademark notices) of Axon or Axon's I
or proprietary rights notices (includ ing copyrig ht
icensors on or within Axon Vehicle Software.
6 Sel FJeeUlpgI3Ce. lf Agency has no outstanding payment obligations and has purchased the"Fleet Technology Assurance Plan" (Fleet TAP), Axon will provide Agency with thi same or like
model of 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 tne moO-el desired. The
MSRP is the MSRP in effect at the time of the upgrade. Agency is responsible for the removal ofpreviously 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.
Privacy. Axon will not disclose Agency Content or any information about Agency except as
compelled by a court or adminishative 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 objeclion
with the court or administrative body.
Axon Flget 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 paymenls due to the termination
before being allowed to purchase any future Fleet TAp.
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Department:
rvraster Servtces ano Purcna
Legal
Version:1.0
Release Date: 3/3L/202L
Agreement Detween Axon ano Agency (unilneJ
Page 19 of 47
DocuSign Envelope lD: 6E39B049-F9FB-4568-8B44-67D824308E87
AAXON Master Services and Purchasing Agreement
between Axon and Agency (Online)
Axon Respond Appendix
This Axon Respond Appendix applies to both Axon Respond and Axon Respond plus.
1 A)<on Resoond Subscriotlon Term. lf Agency purchases Axon Respond as part of a bundled
offering, the Axon Respond subscription begins on the later of the (1) start daie 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 f|llowing
the Effective Date.
The Axon Respond subscription term will end upon the completion of the Axon Evidence
Subscription associated with Axon Respond.
2 $copg of- Axon Resoond. The scope of Axon Respond is to assist Agency with real-time
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-
failh discussions with Agency on upgrading Agency's Axon Respond to better meet Age-ncy's
needs.
Axon Bodv 3 LTE Reouirementq. 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 carrier of Axonis choice to provide LTE
service. Axon may change LTE carriers during the Term without Agency's consent.
Axon Fleet 3 LTE Rgouirements. 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.
Axon 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 carrier's control such as intentional or negligent acts of thirdparties 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 quali$ of roaming service provided by carrier
partners, and the carrier will not be liable in any capacity for any errors, outages, or failures of
canier partner networks. Agency expressly understands and agrees that it his 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.
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6 I9rmlna$lgn. Upon termination of this Agreement, or if Agency stops paying for Axon Respond or
bundles that include Axon Respond, Axon will end Aware services, including any Axon-provided
LTE service.
I ttle: Master
Department: Legal
Version: 1.0
servrces ano Furcnastng Agreement
Release Date : 3 / 3 tl 2Q2L
oelween Axon a no Agency (unrtne)
Page 2Q ol 47
DocuSign Envelope lD: 6E398049-F9FB-4568-8844-67D824308E87
AAXON Master Services and Purchasing Agreement
between Axon and Agency (Online)
Add-on Services Appendix
This Appendix applies to Axon Citizen for Communities, Axon Redaction Assistant, and Axon
Performance.
1 $ubscrigtlon 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 Aion Citizen for Communities, Axbri
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 Perfoimance to Agency, or (2)
first day of the month following the Effective Date.
The subscription term will end upon the completion of the Axon Evidence Subscription associated
with the add-on.
2 Axon Citizen Storaqe. For Axon Citizen, Agency may store an unlimited amount of data submifted
through the public portal ('Portal Content"), wiihin Agency's Axon Evidence inslance. The post-
termination provisions outlined in the Axon Cloud Services Terms of Use Appendix also apply toPortalContent.
3 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.
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Department:
rvrasrer servlces ano Purcna
Legal
Version:1,0
Release Date: 3/ 3L/2O21
Ag ree ment Detween AXon a nq Age ncy (unilneJ
Page21 ot 47
DocuSign Envelope lD: 6E39B049-FgF8-4568-8844-67D824308E87
AAXON Master Services and Purchasing Agreement
between Axon and Agency (Ontine)
Axon Auto-Transcribe Appendix
This Appendix applies to Axon Auto-Transcribe.
1) Subscriotion 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-Transcribe 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-Transcribe 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.
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Department:Legal
>ervrces ano Purcnastng Agreeme n
Version:1.0
Release Dale: 3/ 3l/2O2L
oef,wee AXO n ano Agency (unilne)
Page 22 ol 47
DocuSign Envelope lD: 6E398049-FgF8-4568-8844-67D824308E87
AAXON Master Services and Purchasing Agreement
between Axon and Agency (Online)
Axon Virtual Reality Gontent Terms of Use Appendix
Term. The Quote will detail the duration of the Virtual Reality Content license.
tleq4setS. 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 Co-nteni,
Agency must purchase those headsets from Axon.
f-icens.e. Regtrictions. 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, Ag6ncy must
purchase additional Virtual Reality Content licenses from Axon. Agency may not use Virtual Reality
Content for any purpose other than as expressly perrnitted by this Agreem6nt. Agency may not:
1.1 modify, tamper with, repair, or otherwise create derivative works of Virtuat Reility Content;3.2 revgrle 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 th6 same;3.3 copy Virtual Reality Content in whole or part, except as expressly permitted in this
Agreement;
use trade secret information contained in Virtual Reality Content;
resell, rent, loan or sublicense Virtual Reality Content;
access Virtual Reality Content to build a competitive device or service or copy any features,
functions, or graphics of Virtual Reality Content; 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 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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Department
Master servtces anct Purcha
Legal
Version: 1.0
Release Date: 3/3L/2O21
Agreement Delween Axon a no Agency (un[ne)
Page 23 oI 47
DocuSign Envelope lD: 6E398049-FgFB-4568-8844-67D824308E87
AAXCN Master Services and Purchasing Agreement
between Axon and Agency (Online)
1
Flock Software Terms of Use Appendix
Definitions.
Certain capitalized terms, not othenvise 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 whichindividual customer identities have been removed, that is not linkedbr ieasonably linkable to anycustomer, including via a device.
"Authorized End Use/'shall mean any individual employees, agents, or contractors of Customer
accessing or using the Flock Services through the Web lnterflce, under the rights granted toCustomer 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 environmental data collected by sensors built into the units.
"Documentation" will mean text qnd/or graphicaldocumentation, whether in electronic or printed
format, that describe the features, functions and operation of the Fiock Services which are provided
by Flock to Customer in accordance with the terms of this Agreement.
"Embedded Software" will mean the software and/or 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 intetlectual property therein or otherwiseprovided to Customer and/or its Authorized End Users in connection wltn tne foregoing.
"Flock Seryices" means the provision, via the Web lnterface, of Flock's software application forautomatic 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, asdefined in Section 1.9 below.
"lnstallation Services" T.eans the services provided by Ftock including the installation, placements
and configuration of the Hardware, pursuant to any statement of work.
"Non'Gustomer End Use/' means a Flock customer that has elected to give Customer access toits data in the Flock System.
"Non'Customer 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 Section2.9 below.
Master Services a
Department: Legal
Version: 1.0
Release Datet 3/ 3Ll 2O2I
PUrcnasrng Ag oerween AXon and Age ncy (unilne,
Page 24 of 47
DocuSign Envelope lD: 6E398049-FgFB-4568-8844-67D824308E87
AAXON
Flock Services.2.1 Provision of Access. Subject to the terms of this Agreement, Flock hereby grants toCustomer a non-exclusive, non-transferable right to access the ieatures and tun-ctions of
the Flock Services via the Web lnterface during the term of Customer's agreement, solelyfor the Authorized End Users. The Footage witt Ue available for Custorier's designatei
administrator, listed on the Order Form, and any Authorized End Users to access via tneWeb lnterface for.thirty (30) days. Authorized Ehd Users will be required to sign up for anaccount, and select a password and username ("User lD"). Fiock 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 oiAuthorized End Users, and anyact or omission by an Authorized End User which, if undertaken by Customer, would
constitute a breach of this Agreement, shall be deemed a breach oithis Agreement by
Customer. Customer shall undertake reasonable efforts to make all Authorizel End Useri
aware of the provisions of this Agreement as applicable to such Authorized End User,s useof 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 oi the FlockServices, including without limitation using a third party to host the WLd lnterface which
makes the Flock Services available to Customer and Auihorized End Users. Flock will pass
through any wananties that Flock receives from its then-curent third-party service provider
to the extent that such warranties can be provided to Customer. fxcefit in the bvent 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 soie and exilusive liabiliiy with
regard to such third-parly seruices, including without limitation, hosting the web interface.
Customer agrees.to comply with any acceptable use policies and other terms of any thirdpafi service provider that are provided or otherwise made available to Customer from time
to time.
Master Services and Purchasing Agreement
between Axon and Agency (Online)
"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 toServices and Hardware.
'Web lnterface' means the website(s) or application(s) through wtrich Customer and its AuthorizedEnd Users can access the Flock Services in accordance with the terms of this Agreemeni.
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2.2 Embedded Software License. Subject to all terms of this Agreement, Flock grants
Customer a limited, non-exclusive, non-transferable, non-subliclnsable (except io theAuthorized End Users), revocable right to use the Embedded Softr,rrare as installed on theHardware 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 toCustomer a non-exclusive, non-transferable right and license to use the Docum-entation
during the Service Term for Customer's internal purposes in connection with its use of the
Flock Services as contemplated herein.
2.4 Usage Restrlctions. 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 laMul
criminal investigation by the appropriate government agency and not for tracking activities
that the system is not designed to capture ("Perm itted Purpose"). Customer will not, andwill not permit any Authorized End Users to, (i)copy or duplicate any of the Flock lp;(i i)decompile, disassemble,reverse engineer or otherwise attempt to obtain or perceive thesource code from which any sofh,vare co mponent of any of the Flock lp is compiled orinterpreted, or apply any other process or procedure to derive the source code of anysoftware included in the Flock lP to do of the fo
n
and Customer
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Version: 1.0
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AAXON Master Services and Purchasing Agreement
between Axon and Agency (Online)
2.5
2.6
2.7
Retalned 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 ind t6 the Flock lp
a1d 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. bustomer
f1|th.qr acknowledges that Flock retains the right to use the f6regoing 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 Cggtome/s and any Authorized End User's acless 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 usin! the Flock lp for fraudulent or
illegal activities; (d) Flock's provision of the Flock Services tb 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 lo access the Flock; or (f) Customer has violated any terni of thisprovision, including, but not limited to, utilizing the Services for anything other than the
Permitted Purpose, and has failed to cure such violation within thirty iayslollowing wriften
notice of such violation from Flock (each such suspension, in accoidanie with thiJSection2.6, a "Service Suspension"). Flock will make commercially reasonabte efforts,
circumstances permitting, to provide written notice of any Service Suspension to Customei
(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 afier the event giving rise to the Service Suspension is
cured' Flock will extend the Customer's term by the duration of any suspension (for any
continuous suspension lasting at least one fullday) 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 Auihorized End User
may incur as a result of a Service Suspension.
lnstallation Services.
2.7.1. O,esisleq LolatigE. Prior to performing the physical installation of the Units,
Flock shall advise Customer on the location and poiitioning of the Units for optimai
license plate image capture, as conditions and location allow. While Flock will
provide advice regarding the location of position ing 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
Location, Flock shall have noto the fact that Customer selects the Designated
liability to Customer resulting from any poor performance,functionalig or Footage
resulting from or otherwise relating to the Desig nated Locations. After an
installation plan with Designated Locations and equipment has been agreed upon
to the installation
Department: Legal
Version:1.0
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both Flock and the Customer,
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AAXON Master Services and Purchasing Agreement
between Axon and Agency (Online)
driven by Customer's request will incur a $2b0 charge in
charges. These changes include but are not limited
adjusting of camera mounting, re-angling, changes
removing foliage.
addition to any equipment
to camera re-positioning,
to heights of poles, and
2.7.2.
2.7.3.
2.7.4.
2.7.5.
Customer's lnstallation Obliqations. Customer agrees to allow Flock and its agents
reasonable access to the designated installation locations at all reasonable iimesupon reasonable notice for the purpose of performing the installation work
(together with the preceding sentence, the "customer lnsiallation obtigations").It is understood that the lmplementation Fees do not include any p.-ermits or
as.sociated costs, any federat, state or local taxes including property, license,
privilege, sales, use, excise, gross receipts or other similar taies 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 tras itt necessary right titleand authorig and hereby authorizes Flock to install the Hardware -at tne
Designated Locations and to make any necessary inspections or tests in
connection with such installation.
Flock's lnstallation Obliqations. The Hardware shall be 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 installationof the Hardware and any subsequent Reinstalls or maintenance operations,
Flock's obligation to perform installation work shall cease; however,'Flock wili
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 or
Flock's access to Footage afler 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 gamage. 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 thifi or damagel
subsequent replacement due to damage or theft will be at customer's own
expense, at a replacement cost of three hundred dollars ($3ooy per camera.
Customer shall not be required to replace subsequenfly damaged or'stolen units;
however, customer understands and agrees that functionality, including Footage,
will b9 materially affected due to such subsequenfly damage-d or stoleri units aid
that Flock will have no liability to Customer regarding such affected functionality
nor shall the Fees owed be impacted.
Security lnterest. The Hardware shall remain the personal property of Flock andwill be removed upon the termination or expiration of custome/s Agreement.
customer aglees to perform all acts which may be necessary to aisure the
retention of title of the Hardware by Flock. should customer defauit in any payment
for the Flock Services or any part thereof or offer to sell or auction the fuardware,
then customer authorizes and empowers Flock to remove the Hardware or anypart 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 Gondltions. Unless othenvise stated in the Agreement, Flock's price for itsseruices 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 ated locations in which Flock is to services under this
n
Department: Legal
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AAXON Master Services and Purchasing Agreement
between Axon and Agency (Ontine)
2.9
2.10
2.11
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 theSgryicq or.the Designated Locations which may improve the performance or fu-nctionality
of the Services or may improve the quality of the Footage. T'he work, its timing, and the
fees payable relating to such work shall be agreed by the Parties prior to any alt6iations to
or changes of the Serv_ices or the Designated Locations ("Monitoring Serufces"). Subject
to the terms hereof, Flock will provide Customer with reasonable iechnical and on-iitesupport and maintenance services ("on€ite selvices") in-person or by email athello@flocksafety.com. Flock will use commercialty reasonabie efforts to respond to
requests for support.
lntentionally deleted.
Changes to Platform. Fjogk Safety may, in its sole discretion, make any changes to any
system or platform that it deems necessary or useful to (i) maintain oienhanie (a) th6quality .or delivery of, Flock Safety's products or services to its customers, 1bj the
competitive strength of, or market for, Flock Safety's products or services, (c) such piaitorm
or system's cost efficiency or performance, or (ii) to comply with applicablj iaw.
Customer Resoonslbllities.3.1 Gustomer Obligations. Upon creation of a User lD, Customer agrees to provide Flock
with accurate, complete, and updated registration information. Cultomer 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 orpassword with anyone and must protect the security of its account andpassword. 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 wilt, lt 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 assistince from Customer
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 obligitions with
respect to Support Services or any lnstallation Services.
3.2 Cuslomer Representations and Warranties. Customer represents, covenants, and
warrants that Customer will use the Services only in compliance with this Agreement andall applicable laws and regulations, including but not limited to any laws rllating to the
recording or sharing of video, photo, or audio content. To the extent allowed Uy tne
governing law of the state mentioned in Section 9.6, or if no state is mentioned in Section9'6, 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 ittorneys'fees, in connection with any claim or action
that arises from an alleged violation of Customer's representations and waranties madepursuant to this Section 3.2, Custome/s lnstallation Obligations, or otherwise from
Customer's use of the Flock Services, Hardware and any Embedded Software, including
any claim that such actions violate any applicable law or third party right. Although Flock
has no obligation to m6nitor Customer's use of the Flock SeMcei, Fiock may dJ so and
may prohibit any use of the Services it believes may be (or alleged to be) in vioiation of the
foregoing.
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 byFlock as a result of the discovery or presence of hazardous material or hazardous
conditions shall be the responsibility of customer and shall be paid prompfly upon billing
: Fraster Servtces ano
: Legal
3
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Department
Version: 1,0
Release Datei 3/ 3L/ 2O2L
n9 Agreement oetween Axon ano Agency (unilne)
Page 28 of 47
DocuSign Envelope lD: 6E39B049-F9FB-4568-8844-67D824308E87
AAXON Master Services and Purchasing Agreement
between Axon and Agency (Online)
4 Sgnfidentlalitv: Data. Feedback: Aooreoated Statistic.S.4.1 Gustomer and Non-Gustomer End User Oata. Ai between Flock and Customer, all right,
title and interest in the Customer Data and Non-Customer End U ser Data, belong to and
are retained solely by Customer. Customer herebygrants 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, modi! and distribute the Customer Data and Non-Customer End User Data as
4.2
4.3
4.4 Gonfidentiality. Each Party (the *Rece iving Pafi") understands that the other Party (the"Disclosing Party") has disclosed o r may disclose business, technical or financial
information relating to the Disclosing Party's business (hereinafier referred to as"Proprietary Information" of the Disclosing PaO). Proprietary lnformation of Flock
includes non-public information regarding features, functionality and performance of theServices. Proprietary |nformation of Customer includes non-pu blic data provided by
Customer to Flock or collected by Flock via the Unit, i ncluding the Footage, to enable theprovision of the Services, which includes but is not Iimited to geolocation information and
environmental data collected by sensors built into the Units ("Customer Data '). The
Receiving Party agrees: (i) to take the sa me security precautions to protect against
disclosure or unauthorized use of such Proprietary Information that the party takes with itsown proprietary information, but in no event will the Receiving Party apply less than
reasonable precautions to protect such Proprietary lnformation, and (ii)not to use (except
in performance of the Services or as othenrise permitted herein) or divulge to any thirdperson 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 an alyze the data collected to identify motion or
other events. The Disclosing Party agrees that the foregoing shall not apply with respectto 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
a part of th,e Aggregated Data (as defined in Section 4.4 below). This Agreement does
1o-t by itself make any Non-Customer End User Data the sole pioperty orihe proprietary
lnformation of Customer.
Feedback. lf customer provides any suggestions, ideas, enhancement requests,
feedback, recommendations or other information relating to the subject mafter nereirnder,
Qys.tqmel fereby assigns (and will cause its agents and iepresentatives to assign) to Flock
all right, title and interest (including intellectual property rights) with respect to-or'resulting
from any of the foregoing.
Aggregated Data. Notwithstanding anything in this Agreement to the contrary, Flock shall
have the right to collect and analyze data and other information retating to t-he provision,
use and performance of various aspects of the Flock Services and relited sysiems and
technologies (including, without limitation, information concerning Customer Djta and data
A9{v.e! therefrom). For the sake of clarity, Aggregated Data is compiled anonymous data
whic!.ha.s be.en stripped of any personal identifying information. Customer aclinowledges
that Flock will be compiling Aggregated Data based on Customer Data and Non-Custoirer
End User Data input into the Flock services ("Aggregated Data"). customer herebygrants Flock a non-exclusive, worldwide, perpetual, royalty-free right and license (durin!
and after the Service Term hereof) to use and distribute such Aggregated Data to improv6
and enhance the Services and for other marketing, developmen[, diagnostic and correctivepurposes in connection with the Flock Services and other Flock offerings. No rights or
licenses are granted except as expressly set forth herein.
Disclosin from
Department: Legal
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in this
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between Axon and Agency (Online)
5
6
7
disclosing the Proprietary lnformation pursuant to any judicial or governmental order,
provided that the Receiving Party gives the Disclosing Pafi reasonable prior notice of such
disclosure to contest such order. For clarity, Flock may access, use, preserve and/or
disclose the Footrage to law enforcement authorities, government officials, and/or 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 bustomer
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: and Dlsclaimer-7.1 Remedy. Upon a malfunction or failure of Hardware or Embedded Software (a "Defect"),
Customer musl first make commercially reasonable efforts 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, repair or replace the Hardware or Embedded Software suffering from the Defect.
Flock reserves the right in their sole discretion to refuse or delay reptacement 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 Policy
(https://www.flocksafety.com/reinstall-fee-schedule). Customer shall not be required to
replace subsequently lost, damaged or stolen Units, however, Customer understands and
agrees that functionali$, including Footage, will be materially affected due to such
subsequently lost, damaged or stolen units and that Flock will have no liability to Customer
regarding such affected functionality nor shall the 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 doei
not strictly comply with any applicable specifications, documentation, or other iestrictions
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.
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-pafi providers, or
because of othercauses beyond Flock's reasonable control, but Flock shall use reasonable
efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
7.3
ltHe: M servrces ano PUrcnastng Agreement
Department: Legal
Version:1.0
Release Date: 3/ 3L/202t
Derween AXon anc Agency (onttne)
Page 30 of 47
DocuSign Envelope lD: 6E398049-F9FB-456B-8844-67D8243O8E87
AAXCN Master Services and Purchasing Agreement
between Axon and Agency (Online)
7.4 Disclaimer, THE REM
SOLE REMEDY, AND
EDY DESCRIBED IN SECTION 7.1 ABOVE IS CUSTOMER'S
FLOCK'S SOLE LIABILIry, WITH 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 WARRANW AS TO THE RESULTS THAT MAY BE OBTAINED
FROM USE OF THE FLOCK SERVICES. EXCEPT AS EXPRESSLY SET FORTH INTHIS SECTION, THE FLOCK SERVICES AND INSTALLATION SERVICES ARE
PROVIDED 'AS IS" AND FLOCK DISCLAIMS ALL WARMNTIES, EXPRESS ORIMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-
INFRINGEMENT.
7.5 Force Majeure. Flock Safety is not responsible nor liable for any delays or failures in
performance from any cause beyond its control, including, but not limiteci to acts of God,
changes to law or regulations, embargoes, war, terrorisf acts, riots, fires, earthquakes,
floods, power blackouts, strikes, weather conditions or acts of hackers, internet iervice
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 CONTMRY, FLOCK
AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL HARDWARE AND
TECHNOLOGY_ SUppLtERS), OFF|CERS, AFF|L|ATES, REPRESENTATIVES,
CONTMCTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WTH
RESPECT TO ANY SUBJECT MAfiER OF THIS AGREEMENT OR TERMS AND
CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICTLlABlLlrY, PRoDUcr LlABtLlry, oR orHER THEoRy: (A) FoR ERROR oR
INTERRUPTION OF USE OR FOR LOSS OR INACCUMCY, Ii.ICOMPLETENESS OR
CORRUPTION OF DATA OR FOOTAGE OR COST OF PROCUREMENT OFsuBsTlrurE GooDS, sERVtcEs oR TEcHNoLocy oR Loss oF BUSINESS; (B)
FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEOUENTAL
DAMAGES; (c) FoR ANY MATTER BEyoND FLocK's AcruAL KNoWLEDGE oR
REASONABLE CONTROL INCLUDING REPEAT CRIMINAL ACTIVIry 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 FAtrH; oR (E) FoR ANy AMouNTs rHAT,
TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE
FEES PAID 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
8
Responslbility. Each Party to this Agreement shall assume the responsibility and liability
forthe acts and omissions of its own employees, deputies, officers, oragents, 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 emptoyees
that occur within the scope of their official duties. Customer will not pursue any claims or
actions against Flock's suppliers.
8.3 lndemnlty. 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 sha ring of any data in
connection with the Flock or Non-Customer End
Department: Legal
Version: 1,0
Release Date: 3/ 3I/2021
Flock or
Page 31 of47
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AAXoN Master Services and Purchasing Agreement
between Axon and Agency (Online)
or othenruise from Customer's use of the Flock Services , Hardware and any Software,
including any claim that such actions violate a ny applicable law or third party right.
Although Flock has no obligation to monitor Customer's use of the Flock Services, Flock
I
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 Preseruation. 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. Ai part of
Custome/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 Custom6r Data or the
Non-Customer End User Data, Customer agrees to preserve and securety store this data
on Flock's behalf so that Flock can delete the data from its servers and, ihould 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, Flo_ck 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 Publicltv. Flock has the right to reference and use Custome/s 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.
10.2 Export. Customer may not remove or export from the United States or altow the export or
re-export of the Flock lP or anything related thereto, or any direct product theieof 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 or authority. As defined in FAR section 2.101 ,the Flock Services, the Hardware, the Embedded Software and Documentation are
"commercial items" and according to DFAR section 252.2277014(a)(1) and (5) are deemedto 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.
10
TiHe:
Department:
Haster servtces ancl
Legal
Version:1,0
Release Datei 3/3t/202L
ng Agreement Detween Axon ano Agency (unttne)
Page 32 ol 47
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AAXON Master Services and Purchasing Agreement
between Axon and Agency (Online)
Skydio Terms of Use Appendix1 Definitions.
"Advanced Software" means optional capabilities, functions or other features of the Onboard
Software that may be specified and identified as such in the Quote. Skydio's characterization of
capabilities, functions or other features as Advanced Software 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 Custorirer to use
Advanced software (and in some cases the skydio Hardware that it controls).
"Authorized Devlces" 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 Sofhitare" means capabilities, functions or other features of the Onboard Sofiware that are
both: (a) standard caf'abilities, functions or other features available and activated on Skydio's base
consumer version of Skydio Hardware, and (b) avaibble for use without purchase of Advanced
Software Package. Base Sofiware may be specified and identified as standard features in the
Quote. Any capability, function, orfeature that is not a Base Software shall be deemed an Advanced
Software.
"Customer" means the customer procuring Skydio Products or services.
"Errof' means a critical error 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 renewat
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 othenalise 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 discretioh.
"Producf' 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 Gustomer purchases from Skydio or its distributors or resellers.
"Skydio Software" 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 Skydio License Term for such Advanced Software
I tile:servrces ano Purcnastng Ag
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Package purchased hereunder
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2
4 Limitatlons and Restrictions.Except as otherwise expressly provided in this Agreement, theforegoing license grant excludes any right to, and Customer shall not (and shall not permit others
to) do any of the following with respect to the Skydio Software: (i) license, sublicense,sell, resell,
rent, lease, transfer, disiribute,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 reproduce
distribute,display, transmit,or use material protected by copyright or other intellectual property
right (including the rights of publicig or privacy) without first obtaining the permission of the owner;(vi) use it to create, use,send, store or run viruses or other harmful computer code, files, scripts,
agents or other programs or otherwise engage, in a malicious act or disrupt its security, integrity oroperation; (vii) install, execute or otherwise reproduce Onboard on any device other thanSoftware
the Skydio Hardware on which Skydio originally installed the Onboard Software; (viii) install any
_Updates" means any upgrades, updates, maintenance releases, bug fixes or modified versions of
Skydio Software that Skydio may release from time to time.
Licen.se. 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 customei2.1 a limited, perpetual, non-exclusive, non-transferable (except as provided in Section 5 belowtitled "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-exctusive, non-transferable right and
license, during the Skydio License Term of the Advanced Sofh,rrare Package, to use the
Advanced Software on Skydio Hardware that Customer purchases from S[ydio 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.
ACditignil llcense Terms. Additional License Terms. The license rights of Section 2 are limited
to the United States, Canada and Japan.3.1 Unless otherwise specified in the applicable Quote, the Advanced Software License isgranted on a per-unit basis and it may only be exercised with respect to the specific unitsof 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 specifiei on the euote, 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 H91dw9re, except: (i) if Skydio replaces an Authorized Unit pursuant to awarranty claim, Skydio shall transfer to the replacement Authorized Unit, tire Advanced
Sofhlrrare 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 inoperabitity.
Software on
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of device not
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disable or otherwise circumvent
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between Axon and Agency (Online)
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11
any technological measures in Skydio Software
activate, access or use an Advanced Software
Advanced Software Package purchased by
benchmarking or performance data applicable to
to limit its installation, use or access; (x) unlock,
on any device other than as permitted under an
Customer; and (xi) publish or release any
the Skydio Software.
@F+lttity. Subject to the terms and conditions of this Agreement, Customer may transfer the
Base Software, including any relevant Base Software license iights, only on a permanent basis andas 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 exceptionof the Base Software, Customer may not transfer any other StyAio Sofiware or other SkydioSoftware lice_nse rights granted herein to another person or entity without the express writtenpermission of Skydio, unless allowed by applicabte law stating that transfer may not be restricted.
Eveluation l.icgnse. Skydio may make certain Skydio Software available in object code form to
end users only for evaluation, training or other limited non-commercial purposeswithout charging
a Fee ("Evaluatlon License"). Where Skydio has provided an Evaluation License, all of the termsof this Agreement shall apply except that (i) Customer's license rights shall be limited to the
evaluation of that Skydio_ Soflware, (ii) Customer shall not be required to pay a Fee for the
evaluation-of that Skydio Sofhrare and (iii) Skydio shall have the righi to revokb the license to theSkydio Software at any time and for any reason.
Updates' The terms and conditions of this Agreement shall apply to all Updates or additional
gopies of the. Skydio Software. S_ubject to the terms and conditioni of this Agreement, includingCustome/s timely payment of all Fees due and owed to Skydio, Skydio wiil provide or make
available to Customer, during the Support Term, Updates for Base Sofh,vare, Mobile Apps and any
Advanced Sofhryare that was enabled under the purchased Advanced Software nackilge on the
Authorized Units. Notwithstanding any other provision of this Agreement, Customer has io license
or right to use any Updates to the Advanced Software unless Customer hotds a valid license to the
Advanced Software and has pajd 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. Customershall-promptly install any Updates that Skydio designates as requiriO for the
continued safe operation of Skydio Hardware or operation of any Advanced Software.
Proofietarv Noticgs.. .Customer agrees to maintain and reproduce all copyright and otherproprietary notices on all copies, in any form, of the Skydio Software in the same iorin anO manner
that such copyright and other proprietary notices are included on the Skydio Software.
lntelleptqgl PrppqrtV. Customer agrees that all worldwide patent, copyright and other intellectual
Propqrty rights in the Product, and all copies of the Software however made (including copies pre-
insr,alled on the Skydio Hardware purchased by Customer) are the exclusive propeity dt SfirAio
and its suppliers. All Skydio Software is licensed to Customer, not sotd. nn rifnti not expresslygranted to Customer in this Agreement are reserved by Skydio and its suppliers. There are no
implied licenses under this Agreement.
FegS. Skydio reserves the right to suspend and/or 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.
Th-ird Party $oftware and Open,.Squlrce Software. The Skydio Software may include third party
software, and open source software ("OSS"), and such software is provided under separate license
terms.
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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
OSS license terms shall take precedence over this Agreement to the extent that this
restrictions on Customer than the OSS license
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11-2 The use of third party software or applications, or the integration of such software orapplications with the Skydio Software, (collectively, 'Third Party Appllcations"), mayresult in Customer data or information being transierred to a thiri pirty. SfVOio is notresponsible for, 31d Customer agrees to hold Skydio harmless, for any dita or information
transferred to third parties in connection with your use of Third Party Applications.
GomEerqlal [em. The Skydio Software and associated documentation are "commercial items"
as defined at FAR 2.'101 and according 1o DFAR section 252.2277014(a)(1) and (5) are deemedto be "commercial comPuter software' and "commercial computer ioftr,vare ciocumentation."Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification,reproduction, release, performance, display, or disclosure of such commercial software orcommercial sofllvare doc.umentatigl by the U.S. Government will be governed solety by the terms
of this Agreement and will be prohibited except to the extent expresfly permined Uy tfie terms ofthis Agreement.
terms. Customer acknowledges receipt of notices
initial delivery of the Skydio Software.
forthe Open Source Components for the
Term.and Termlnatlpn. This Agreement is effective upon Skydio Software purchase, activation or
download, as applicable, and shall continue untilterminated. -
13.1 Pald Llcense Term. Each Advanced Softrrvare Package purchased hereunder shall have
its own Skydio License Term. Each Skydio License Teim' shalt have an initial term for thetime 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 t6payment of the then-cunent applicable license fees for each such renewat ieim; Lnless
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-curent initial or renewal term, as thecase may be ('Renewal Terms). lf a Skydio License Term is not set forth in the euote,each Skydio License Term shall have an initial term that commenoes upon the date ofprovisioning of the Skydio Softryare and expires one (1) year later; provided, however, that
the Skydio License Term shallautomatically_extend perthe RenewalTerms. Unless Skydio
terminates this Agreement for breach by Customer, the perpetual licenses to use Eiase
Software shall survive.
13-2 Free or Trial Llcense l3rm. lf you have obtained a license to a free version of the SkydioSoftware, then your license will continue until terminated in accordance with thisAgreement. !f you have obtained a trial license to the Skydio Software, then your license
will continue for such time period as may be specified Uy-SryAio with respectio such trial(and if no period is specified, for 30 days). Skydio may terminate a triallicense at any time
in its sole discretion.
13.3 Terminatlon. ,skydio may terminate Customer's license rights under this Agreement
immediately without notice if Cuslomer fails to comply with any terms of lhis Agrjement or
Gustomer fails to make any payment as required hereunder.-ln no event wilitermination
relieve Customer of its obligation to pay any fees payable for Skydio Hardware or Sofiware.Upon termination or expiration of this Agreement for any reason, Customer shallimmediately cease using any Skydio Softwire and must aestroy or return to Siydio all
copies of the Skydio Softtilare and associated documentation in ils possession or control.The,following sections shall survive the termination or expiration of this Agreement:
Sections 1, Z(al, 2(b), 2(d), 4, 5 and t-26.
Stlel Llfe. Skydio may discontinue the provision of any Skydio Software, support or Updates inits sole discretion in accordance with, and any licensei grinted herein are'iubject io, SfyOioProduct End of Life Policy, which is available at https:{suooort.srydio.com/hc7en-
us/articles/360057153714, and is hereby incorporated by referenffi
masrer servtces ano
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between Axon and Agency (Online)
15 Llmlted Warranty. The only waranty that Skydio provides with respect to any Skydio products or
services is the written limited wananty statement provided with the products or services or as
otherwise set forth at https ://skyd io. com/wanantv-tgrms ( "Limited Warrantyr").
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Limitetlons. Any use of the Skydio Hardware and Software, including any reliance upon or use of
any of the information generated thereby, shall be at customer's and its aJthorized users' sole risk.
Except as expressly set forth in the Limited Waranty and to the extent permitted by law, the
Products are provided "as is' and "as available" without warranty of any kind (;ll of which ire herebydisclaimed), whether express, implied or statutory, including -the implied warranties of
merchantability, fitnes.s for. a particular purpose, or non-infringement. lf statutory or impliedwaranties cannot be lawfully disclaimed, then such warranties are limited to the ddration oi thewanalty sel forth in the Limited Warranty and by the provisions in this Agreement. Skydio's
cu.mulative liability to any Party for any loss or damage resillting from any claim] demand, or action
arising out of or relating to any Skydio Products or any service wilt not eiceed the amounis paid by
Customer in the 12 months prior to the action giving rise to the liabilig. Neither party will Ub tiaOlifor direct, special, indirect, incidental, punitive oi consequentid iamages, however caused,
whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory.
Frafelv and Qo.Foliance. Customer and Customer's authorized users agree to use the Skydio
Hardware only in a manner that complies with all laws. Customer shali'ensure that it and its
authorized users operate product in accordance with the information and warnings set forth at
h'[psiA,vu
^/€kydio.com/safety
(the'safety and operating Guide"). Customer ackiowtedges thatimproper operation of the unmanned aircraft qystemq miy cause injury to persons or pioperty.
Customer shall at all times comply with allapplicable local, state, national, ahd intematidnai taws
and regulations related. to the operation of unmanned aircrafisystems in any territory of operation,
including any applicable laws and orders with regard to privaly, pilot licensure, operating within
visual line of sight (unless the Customer has received proper approval from a civilaviation a-uttrority
waiving such limitation), detecling and avoiding other aircraft, and airspace restrictions (such astemporary flight restrictions issued by Federal Aviation Administraiion or other apiropriategovernment agencies). Customer shall obtain and maintain all necessary licenses, conseni, and
authorizations of any kind necessary to operate unmanned aircraft systems.
FpedbacS. lf Customer or Customer's authorized users send Skydio comments, suggestions,
ideas, materials, notes, drawings, concepts or other information (collectively, 'submlisions',),
Customer and Customer's authorized users (as applicable) grant to Skydio a worldwide, non-
exclu_sive, perpetual, irrevocable, transferable, sub-licensabie, royalty-frel license to use, copy,
qogify. publicly display, publicly perform, distribute and otherwiseexitoit the Submissions. None
of the Submissions shall be subjecl to any obligation of confidentiality on Skydio's part, and Skydio
shall not be liable for any use or disclosure of any Submissions.
Prllracv. Skydio shall, in prwiding the Products, comply with Skydio Privacy policy_to the extent
that customer provides skydio with personally identifiable informition.
MapPox.Terl4g. The Mobile fPp uses features and content provided by Mapbox, such as maps
and locations on a map. Use of any such Mapbox features and content is iuqebt to ine then-currentyersio,l of Mapbox's terms and privacy policy, which cin be found at
httog://u/unry.mapbox.com/legal/tos1 , including lhe Mapbox Govemment Terms of Service, which
can beJound at httos://wlv.w.mApbox,comilegal/usg-tos, and you hereby agree to comply with such
terms. You can opt out of location telemetry reporting pursuant to such terms.
20
21 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
Advanced Sofhuare Package purchased herunder,the supporl services consisting of: (a) providing
Customer's named Administrators (defi ned below)with consultation in English, via telephone and
email, during Skydio's normal business hours (9AM to 5PM PST) to assist in using the Advanced
Software licensed under the Advanced Software
e:
reasonable efforts to
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correct any critical error in the Advanced sofhryare that causes the Advanced Software to beinoperable ("Erro/'),all in accordance with Skydio's support policies published on its Website, asupdated 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-partyproducts 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 singleprior major release of Advanced Software. No other services are included under this Agreement.
22 Admlnlstrators. Customer shall designate up to three (3) of its employees to administer theServices on its behalf and serve as points of contact in communicating"witir us, as set forth in theapplicable Confirmation.ol gs.otherwise agreed by the parties in writing (?dmlntstrators',). lf aperson named as an Administrator leaves Customer's employ, Customer'may designate another
one of its employees to serve as Administrator to replace the departing employee.
ln4emn!fleatipn. Skydio will indemnifu Customer's officers, directors, and employees ("Gustomer
lndemnitees") against all claims, demands, losses, and reasonable expenses arising out of a thirO-party claim against an Customer lndemnitee resulting from any negligent act, error Jr omission, or
willfulm_isconduct by Skydio under this Agreement, except to ihe eGnt of Customer's negligence
or willful misconduct, or claims under workers compensation.
lP lndem.nification. Skydio will indemnify Customer lndemnitees against all claims, losses, and
re-asonable expenses from any third-party claim alleging that the use of Stydio products or servicesinfringes^or misappropriates the third-party's. intelle;tu;l property rights. bustomer must prompgy
provide Skydio with written notice of such claim, tender to Skydio the defense or seftlemeni of suc[claim at Skydio's expense and cooperate fully with Skydio'in the defense or setflement of suchclaim' Skydio's lP indemnification obligations do not apply to claims based on (a) modification ofSkydio Products or services by Customer or a third-party nbt approved by Skydiol (U1 use of Skydio
Products and services in combination with hardware or services not approveO Oj St<yOio; (c) useof Skydio Products and services other than as permitted in this Agreement; or 1O; uie oi bfydio
Software that is not the most current release provided by Skydio.
9ttstomqr BeSoqnsibilities. 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 Customer's authorized
end.user; and (c) a dispute between Customer and a third-party over Customer's use of SkydioProducts.
Expgrt.Salgs and Expgrt Gontrols. Customer acknowledges that the Skydio Products, services
and technology arc subject to export controls under the lawl and regulations of the United States(U.S.). Customer shall comply with such laws and regulations governi-ng use, export, re-export, and
transfer of Skydio Products, services and technology and shilt ontain all required U.S. and local
authorizations, permits, or licenses. Skydio and Customer each agree to provide the other suchinformation and assistance as may reasonably.be required by lhe other in conneclion with securingsuch authorizations and licenses, and to take timely action to obtain all required supportin!
documentation.
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26
23
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pyright @ 2021 Skydio, lnc.
Skydio, lnc.
1 14 Hazel Ave.,
Redwood City, CA 94061
leoal@skvdio.com
SKYDIO is a trademark and service mark of Skydlo, lnc. Visit Skydio's Web Site at www.skydio.com
Axon CommanderrM Software Appendix
5 l=icense. Axon owns all executable instructions, images, icons, sound, and text in Commander. Allrights are reserved to Axon. Axon grants a non-exclusive, royalty-free, worldwide right and license
I tge:
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7
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.
l-icenle- Feltrictions. All licenses will immediately terminate if Agency does not comply with anyterm of this Agreement. Agency may not use Commander for any purpose other than ds expresstypermitted by this Agreement. Agency may not:
1.1 modifi7, tamper with, repair, or otherwise create derivative works of Commander;7.2 reverse engineer, disassemble, or decompile Commander or apply any process to derive
the source code of Commander, or allow others to do the same;7.3 access or use Commander to avoid incurring fees or exceeding usage limits or quotas;
!.1 copy Commandel rl whole or part, except as expressly permittld ininis Agreement;7.5 use trade secret information contained in Commanderi
-
7.6 resell, rent, loan or sublicense Commander;7.7 access Commander to build a competitive device or service or copy any features,
functions, or graphics of Commander; or7.8 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 oi
any copies of Commander.
$.uooof!, Axon may make available updates and error corections ("Updates") to Commander.Axon will provide Upda.tes electronically via the lnternet or media as detirminedby Axon. Agency
is responsible for establishing and maintaining adequate access to the lntemet to receive UpJates.Agency is responsible for maintaining the computer equipment necessary to use Commander.
Axon may provide technical support of a prior release/veriion of Comman-der for 6 months fromwhen Axon made the subsequent release/version available.
TerminAtion. Axon may-terminate Agency's license immediately forAgency's failure to comply withany of the terms in this Agreement. Upon termination, Axon miy disable Agency's right to ioiin toAxon Commander.
to use Commander. "Use" means stori ng,loading, installing, or executing Comm ander exclusivelyfor 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 copiesof Commander for archival purposes only. Agency shall retain all copyright, trademark, andproprietarynotices in Commander on all copies or adaptations.
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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 Apl
Client Software to operate in conjunction with the API Service for Agenc/s authorized Use.
"Axon Evldence Pailner 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 API functionality.
Puroose 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 Apl Service
to ensure quality, improve Axon devices and services, and verifl 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 iommercial 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 aquota on operations, to ensure stability and availability of Axon's APl. Axon will use
reasonable efforts to accommodate use beyond the designated limits.
9onfiquration. 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 provide<i 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.
Agency Respg.ngibilitie,s. 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
seryers or networks providing API Service;4'5 reverse engineer, decompile, disassemble, or translate or attempt to extract the source
code from API Service or any related software;4.6 create an API 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, rentalor managed services basis or permit
other individuals or entities to create links to Apl Service;4.8 frame or mirror API Service on any other server, or wireless or lnternet-based device;4.9 make available to a third-party, any token, key, password or other login credentials to Apl
Service;4.10 take any action or inaction resulting in illegal, unauthorized or improper purposes; or
disclose Axon's API manual.
API Content. All content related to API Service, other than Agency Content or Agency's Apl Client
content, is considered Axon's API Content, including:
1
2
3
4
5
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5.1
5.2
the design, structure and naming of API Service
the resources available within API Seruice for
evidence, cases, users, or reports; and5.3 the structure of and relationship of API Service resources; and5.4 the design of API Service, in any part or as a whole.
Prohibitions on API Content. NeitherAgency nor its end users witl 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 Uodates. 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 m'afe any
applicable changes to Agency's API Client required as a result of such API Update. Apl Updatei
may adversely affect how Agency's API Client access or communicate with Apl Service or the Apl
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 Apl Update
for all depreciated API Service versions.
fields in all responses and requests;
which Agency takes actions on, such as
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Advanced User Management Appendix
Sgooe. 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 ('SC|M"), and (c) automate group creation and management through SCIM.
Advanqe4 User Manaoeqr.ent Configuratign. Agency will work independently to configure
Agency's Advanced User Management for Agency's applicable Use. Upon request, Axon willprovide general guidance to Agency, including documentation that details ihe setup and
configuration process.
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Axon Channel Services Appendix
Definitions.
"Axon Digital Evldence Management System' means Axon Evidence or Axon Commander, as
specified in the attached Channel Services Statement of Work.
"Active Ghannel" 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.
S$ope. 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 tranifer of Agency's
third-pafi data into an Axon Digital Evidence Management System or the transfer of Ageniy dita
out of an Axon Digital Evidence Management System as defined in the Channel Services
Statement of Work ("Ghannel Services SOW'). Channel Services will not delete any Agency
Content. Agency is responsible for verifying all necessary data is migrated correctly anO retainei
per Agency policy.
Puroose and -U-se. Agency is responsible for verifying Agency has the right to share data from and
provide access to third-parly 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 additionat 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 ChannelServices
SOW. Agency is responsible for facilitating this access per all laws and policies applicable to Agency.
Proiect Manioeme!3. Axon will assign a Project Manager to work closely with Agency's project
manager and projecl team members and will be responsible for completing the tasks required to
meet all contract deliverables on time and budget.
Warranty. Axon warrants that it will perform the Channel Services in a good and workmanlike
manner.
[lonitorino. 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.
Agencv's Resoonsibilities. 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 whereAxon is to perform the Channet Services,
subject to safety and security restrictions imposed by the Agency (including providing
security passes or other necessary documentation to Axon representatives perfoiming 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 addiesses, node
names, and network configuration) for Axon to provide the Channel Services;7.4 Ensure allappropriate 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 Notiff Axon of any network or machine maintenance that may impact the performance of
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the Channel Services; and
7.7 Ensure the reasonable availability by phone or email of knowledgeable staff, personnel,
system administrators, and operators to provide timely, accurate, complete, and up-to-date
documentation and information to Axon (these contacts are to ilrovide background
information and clarification of information required to perform the Channel ServiceEy.
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VIEVU Data Migration Appendix
Scgpg {9encV 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 ttr6 UEVU solution
into Axon Evidence ('Migration"). Before Migratio4 Agency and-Axbn will work together to develop
a Statement of Work ('lllf9rqtlon SOW') to detail alldeliveribles and responsibititiIs. 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 issubject to Axon's resource availability.
A small amount of unexposed data related to system information will not be migrated from theVIEVU solution to Axon Evidence. Upon request, some of this data can be maiually exported
before Migration and provided to Agency. The Migration SOW witl provide further detail.
9Eenoes. 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 changds in a
written and signed change order. Changes may require an equitable adjustment in the charges or
schedule.
Pfoiect Man3qement. Axon will assign a Project Manager to work closely with Agency's project
manager and project team members and will be responsibte for completing the talks rbquirei to
meet all contract deliverables on time and budget.
Downtime. There may be downtime during the Migration. The duration of the downtime will dependon 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 Migiatiori.
Functionalitv 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 aftei Migration
Acceptance. Once the -Migration is complete, Axon will notify Agency and an acceptance form.Agency is responsible for. verifring that the scope of the pioject has been completed and allnecessary data is migrated correctly and retained per Agency policy. Agency will have 90 days toprovide Axon acceptance that the Migration was successful, or Axon wili deem the Migrition
accepted.
ln the event Agency does not accept the Migration, Agency agrees to notify the Axon w1hin areasonable 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,
Agel_gy m3y be charged for additional monthly storage costs. After Alency providls acceptance of
the Migration, the Axon will delete all data from the VIEVU solution SO Oayi after the Migration.
Post'Migretion. After Migration, the VIEVU solution may not be supported and updates may not beprovided. Ax91 may end of life the VIEVU solution in the future. li Agency elects to maintiin datawithin the VIEVU solution, Axon will provide Agency 90 days' notice befoie ending support for theVIEVU solution.
Warrantv. Axon warrants that it will perform the Migration in a good and workmanlike manner.
Monitorlng. Axon may monitor Agency's use of Migration to ensure quality, improve Axon devices
an_d services, prepare invoices based on the total amount of data migratei, and verifo compliancewith this Agreement. Agency agrees not to interfere with such monitoring or obscuie from AxonAgency's use of Migration.
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Axon Support Engineer Appendix
I Axon Support En.oineer Pavment. Axon will invoice for Axon Support Engineer ('ASE") services,
as outlined in the Quote, when the Axon Support Engineer commences work on-iite at Rgency.
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2 Fqll-Tjme ASE Scope of Services.2.1 A Full-Time ASE willwork 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 me futt-time ASE has skills to align with
those needs. There may be up to a 6-month waiting period before the Full-Time A5e 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 ticketsper 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 Gonfiguration. Assisting with assigning cameras and registering docks. Maintaining Agency's Axon Evidence account. Connecting Agency to "Early Access" programs for new devices
Account Malntenance
' Conducting on-site training on new features and devices for Agency leadership team(s)' Thoroughly documenting issues and workflows and suggesting ndw workflows to improve theeffectiveness of the Axon program
' conducting weekly meetings to cover current issues and program status
Data Analysis
' Providing on-demand Axon usage data to identify trends and insights for improving daily
workflows
' Comparing Agency's Axon usage and trends to peers to establish best practices' Proactively monitoring the health of Axon equipment and coordinating returns when needed
Dlrect Support
' Providing on-site, tier 1 an{ 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,sproduction environment
Agency Advocacy
' Coordinating bi-annual voice of customer meetings with Axon's Device Management team. Recording and tracking Agency feature requests and major bugs
3 ReoionalASE Scope of Service$3-1 A RegionalASE willwork on-site for 3 consecutive days per quarter. Agency must schedule
the on-site days at least 2 weeks in advance. The Regional'ASE willalsobe available byphone 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 it Agency and Agency is
current on all payments for the Regional ASE Service.
The Regional ASE servlce options are listed below:
rvlas[er 5ervtces and a
Department: Legal
Version: 1.0
Release Date: 3/ 3L/202L
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Account Maintenance
' Conducting remote training on new features and devices for Agency's leadership' Thoroughly documenting issues and workflows and suggestininew workflows tb improve ttreeffectiveness of the Axon program' C91lucting weekly conference calls to cover curent issues and program status' Visiting Agency quarterly (up to 3 consecutive days) to perform a quirterly business review,discuss Agency's goals for your Axon program, and continue to ensure a iuccessfuldeployment of Axon devices
Direct Support
' Providing remote, tier 1 and tier 2 technical support for Axon devices. Creating and monitoring RMAs remotely
Data Analysis' Providing quarterly Axon usage data to identify trends and program efficiency opportunities' Comparing an A.gency'g qon $age and trends to peers to eslab]ish best prlcttes
Proactively monitoring the health of Axon equipment and coordinating retuins when neededAgency Advocacy
' Coordinating bi-yearly Voice of Agency meetings with Device Management team. Recording and tracking Agency feature requesis and major bugs
4 9ut of Scope Serv.iges. The ASE is responsible to perform only the services described in thisAppendix- Any additional Services discussed or implied that a-re not defined explicifly in thisAppendix will be considered out of the scope.
5 ASE Leave Time. The ASE will be a]lgwe_{ up 7 days of sick leave and up to 15 days of vacationtime per each calendar year. The ASE will work with Agency to coordinate any iim" off and willprovide Agency with at least 2 weeks' notice before utilizing any vacation days.'
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