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HomeMy WebLinkAboutresolution.council.122-24ATTACHMENT "A" RESOLUTION 4122 (Series of 2024) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND AXON INC OF SCOTTSDALE, AZ, AUTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, there has been submitted to the City Council a contract for, between the City of Aspen and, a true and accurate copy of which is attached hereto as Exhibit "A"; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, That the City Council of the City of Aspen hereby approves that Contract For, Body Worn Cameras between the City of Aspen and Axon Inc., of Scottsdale, AZ, a copy of which is annexed hereto and incorporated herein, and does hereby authorize the City Manager to execute said agreement on behalf of the City of Aspen. INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the 8th day of October 2024. Torre, Mayor I, Nicole Henning, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a meeting held, October 8', 2024. Nicole Henning, Ci,�y Clerk 9 Docusign Envelope ID: F89592D6-2E09-472C-9701-AC144AD45414 Qocusign Envelope ID: 185E1©C6-F18E-4194-91C7-11F9167277DS1 ATTACFiMEN7 "B" CITY OF ASPEN STANDARD FORM OF AGREEMENT' jV km PA �FF i CITY OF ASPEN City of Aspen Project Na.: 2024-380 AGiZEEMEN'I' made as of 6`� day of September, in the year 2024. BETWEEN the City: Contract Amount: The City of Aspen c/o Sara Ott 427 Rio Grande Place Aspen, Colorado 81611 Phone: (970) 920-5055 And the Vendor: Axon Enterprise, Inc. c/o Kyle Hunt 17800 N 85'h Street Scottsdale, AZ 85255 480-9304484 hun�}a,axon.com Summary Description of Items to be Purchased: Police Body Cameras for 60 months Exhibits appended and made a part of this Agreement: Total: $242,207.b2 If this Agreement requures the City to pay an amount of money in excess of $1001000.00 it shall not be deemed valid untiI it has been approved by the City Council of the City of Aspen. City Council Approval: Date: 10/8/2024 Resolution No.: 2024-122 Exhibit A: List of supplies, equipment, or materials to be purchased. Q-552193� 45547.674KH Exhibit B: Master Services and Purchasing Agreement. Supply Procurement Page 1 Updated OS/2024 Docusign Envelope ID: F89592D6-2E09-472C-9701-AC144AD45414 Docusign Envelope ID: 185E1DG8-F18E-0194-91G7-11F91R7277D4 The City and Vendor agree as set forth below. 1. Purchase. Vendor agrees to sell and City agrees to purchase the items on Exhibit A appended hereto and by this reference incorporated herein as if fully set forth here for the sum set forth hereinabove. 2. Delivery. {FOB Aspen Police Department 54U E Main Street Aspen, CO $1611 } [Delivery Address] 3. Contract Documents. This Agreement shall include all Contract Documents as the same are listed in the Invitation to Bid and said Contract Document are hereby made a part of this Agreement as if fully set out at length herein. 4. Warranties. See Exhibit A. 5. Successors and Assigns. This Agreement and all of the covenants hereof shalt inure to the benefit of and be binding upon the City and the Vendor respectively and their agents, representatives, employee, successors, assigns and legal representatives. Neither the City nor the Vendor shall have the right to assign, transfer or sublet its interest or obligations hereunder without the written consent of the other party. Notwithstanding the foregoing, Vendor 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. 6. Third Parties. This Agreement does not and shall not be deemed or construed to confer upon or grant to any third party or parties, except to parties to whom Vendor or City may assign this Agreement in accordance with the specific written permission, any right to claim damages or to bring any suit, action or other proceeding against either the City or Vendor because of any breach hereof or because of any of the terms, covenants, agreements or conditions herein contained. 7. Waivers. No waiver of default by either party of any of the terms, covenants or conditions hereof to be performed, kept and observed by the other party shall be construed, or operate as, a waiver of any subsequent default of any of the terms, covenants or conditions herein contained, to be performed, kept and observed by the other party. $. Agreement Made in Colorado. The parties agree that this Agreement was made in accordance with the laws of the State of Colorado and shall be so construed. Venue is agreed to be exclusively in the courts of Pitkin County, Colorado. 9. Attotney's Fees. in the event that legal action is necessary to enforce any of the provisions of this Agreement, the prevailing party shall be entitled to its costs and reasonable attorney's fees. Supply Procurement Page 2 Updated OS/2024 Docusign Envelope ID: F89592D6-2E09-472C-9701-AC144AD45414 Docusign Envelope ID: 185E1DC6=F18E4194-91C7-11F91137277D4 1 U. waiver of Presumption. This Agreement was negotiated and reviewed through the mutual efforts of the parties hereto and the parties agree that no construction shall be made or presumption shall arise for or against either party based on any alleged unequal status of the parties in the negotiation, review or drafting of the Agreement. 11. Certification Re ag rdin� Debarment, Suspension, Ineli ibility, and Voluntary Exclusion. Vendor certifies, by acceptance of this Agreement, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in any transaction with a Federal or State department or agency. It further certifies that prior to submitting its Bid that it did include this clause without modification in all lower tier transactions, solicitations, proposals, contracts and subcontracts. In the event that Vendor or any lower tier participant was unable to certify to the statement, an explanation was attached to the Bid and was determined by the City to be satisfactory to the City. 12. warranties At�anst_Contin�ent Fees, Gratuities, Kickbacks and Conflicts of {A}Vendor warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Vendor for the purpose of securing business. (B}Vendor agrees not to give any employee of the City a gratuity yr any offer of employment in connection with any decision, approval, disapproval, recommendation, preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering advice, investigation, auditing, or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy, or other particular matter, pertaining to this Agreement, or to any solicitation or proposal therefore. (C}Vendor represents that no official, officer, employee ar representative of the City during the term of this Agreement has or one { 1 }year thereafter shall have any interest, direct or indirect, in this Agreement or the proceeds thereof, except those that may have been disclosed at the time City Council approved the execution of this Agreement. (D} In addition to other remedies it may have for breach of the prohibitions against contingent fees, gratuities, kickbacks and conflict of interest, the City shall have the right to: 1. Cancel this Purchase Agreement without any liability by the City; 2. Debar or suspend the offending parties from being a vendor, contractor or subcontractor under City contracts; 3. Deduct from the contract price or consideration, or otherwise recover, the value of anything transferred or received by the Vendor; and 4. Recover such value from the offending parties. Supply Procurement Page � Updated OSI2U24 Docusign Envelope ID: F89592D6-2E09-472C-9701-AC144AD45414 Docusign Envelope ID: 1B5E1DCa-F18E-4194-91C7-11F91B7277D4 13. Fund Availability. Financial obligations of the City payable after Lite current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. If this Agreement contemplates the City using state or federal funds to meet its obligations herein, this Agreement shall be contingent upon the availability of those funds for payment pursuant to the terms of this Agreement. 13. City Council Approval. If this Agreement requires the City to pay an amount of money in excess of $100,000.00 it shall not be deemed valid until it has been approved by the City Council of the City of Aspen. 14. Non -Discrimination. No discrimination because of race, color, creed, sex, marital status, affectional or sexual orientation, family responsibility, national origin, ancestry, handicap, or religion shall be made in the employment of persons to perform under this Agreement. Vendor agrees to meet all of the requirements of City's municipal code, section 13-98, pertaining to nondiscrimination in employment. Vendor further agrees to comply with the letter and the spirit of the Colorado Antidiscrimination Act of 1957, as amended and other applicable state and federal laws respecting discrimination and unfair employment practices. Any business that enters into a contract far goods or services with the City of Aspen or any of its boards, agencies, or departments shall. (a) Implement an employment nondiscrimination policy prohibiting discrimination in hiring, discharging, promoting or demoting, matters of compensation, or any other employment -related decision or benefit on account of actual or perceived race, color, religion, national origin, gender, physical or mental disability, age, military status, sexual orientation, gender identity, gender expression, or marital or familial status. (b) Not discriminate in the performance of the contract on account of actual or perceived race, color, religion, national origin, gender, physical or mental disability, age, military status, sexual orientation, gender identity, gender expression, or marital or familial status. (c) Incorporate the foregoing provisions in all subcontracts hereunder. 15. Integration and Modification. This written Agreement .along with all Contract Documents shall constitute the .contract between the parties and supersedes or incorporates any prior written and oral agreements of the parties. In addition, vendor understands that no City official or employee, other than the Mayor and City Council acting as a body at a council meeting, has authority to enter into an Agreement or to modify the terms of the Agreement on behalf of the City. Any such Agreement or modification to this Agreement must be in writing and be executed by the parties hereto. l6. Authorized Representative. The undersigned representative of Vendor, as an inducement to the City to execute this Agreement, represents that he/she is an authorized representative of Vendor for the purposes of executing this Agreement and that he/she has full Supply Procurement Page 4 Updated 05J2024 Docusign Envelope ID: F89592D6-2E09-472C-9701-AC144AD45414 Docusign Envelope ID: 185E1DC6-F18E-4194-91C7-11F91B727704 and complete authority to enter into this Agreement for the terms and conditions specified herein. 17. Electronic Signatures and Electronic Records This Agreement and any amendments hereto may be executed in several counterparts, each of which shall be deemed an original, and all of which together shall constitute one agreement binding on the Parties, notwithstanding the possible event that all Parties may not have signed the same counterpart. Furthermore, each Party consents to the use of electronic signatures by either Party. The Scope of Work, and any other documents requiring a signature hereunder, may be signed electronically in the manner agreed to by the Parties. The Parties agree not to deny the legal effect or enforceability of the Agreement solely because it is in electronic form or because an electronic record was used in its formation. The Parties agree not to object to the admissibility of the Agreement in the form of an electronic record, or a paper copy of an electronic documents, or a paper copy of a document bearing an electronic signature, on the ground that it is an electronic record or electronic signature or that it is not in its original form or is not an original. 1$. Axon is committed to promoting accessibility and digital inclusion to its products and services. Axon believes all of our clients should be able to easily use our products and services and access all of our content and digital offerings. Axon works to conform with the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA Success Criteria to the greatest extent possible. Axon regularly tests its products using a variety of assistive technologies, browsers and devices to develop improvements, help maintain conformance and provide an accessible experience for all users. Axon remediates accessibility issues when discovered. If Agency has any accessibility issues, then Agency must contact it's designated Axon representative and/or compliance ,axon.com and identify the particular accessibility issue(s) with as much specificity as possible. In some cases, Axon may recommend trying different types of browsers with assistive technology applications to determine which combination works best for Agency's system, and Axon will be available to discuss options. If an accommodation is found to be necessary due to a verified accessibility issue, then Axon agrees to remediate the accessibility issue upon request or provide an alternative accommodation at Axon's cost. If the accessibility issue cannot be immediately remediated, then Axon will provide a reasonable timeline for any requested remediation or accommodation. The parties agree that a verif ed accessibility issue wilt not include issues due to intermediary interference (e.g. virus protection software, outdated web browsers or outdated assistive technology) or a user's inability to properly utilize compliant assistive technology. Agency agrees to cooperate and work with Axon to discuss options for accessibility and accommodations. If the parties cannot agree that there is a verifiable accessibility issue, then Axon reserves the right to consult with an independent and mutually agreeable accessibility expert to verify the accessibility issue, provide remediation options and/or provide an alternative accommodation. To the extent that Axon utilizes other third -party applications or plug -ins, now or in the future, Axon encourages third -parties to make their products and services accessible. These third -party applications and/or plug -ins are not controlled by Axon and may present challenges for individuals with disabilities that Axon may not be able to control or remedy. Supply Procurement Page 5 Updated 0512024 Docusign Envelope ID: F89592D6-2E09-472C-9701-AC144AD45414 Docusign Envelope ID: 185E1DC6-F18E-0194-91CT-11F91B72TTD4 IN WITNESS WHEREOF, The City and the Vendor, respectively have caused this Agreement to be duly executed the day and year first herein, of which, to all intents and purposes, shall be considered as the original. FQR THE CITY OF ASPEN: By: DocuSigned by: Say'a �, 10/9/2024 � 2:43:38 PM PDT Date Approved as to form: Signed by: ,All wtt,S F, fi'v�u, City Attorneys Office SUPPLIER: $y: Title Date DocuSigned by: Bobby Driscoll Deputy general Counsel 10/3/2024 � 9:33:31 AM MST Supply Procurement Page 6 Updated OS?'2024 Docusign Envelope ID: F89592D6-2E09-472C-9701-AC144AD45414 r T r� W 0 I. • A co .�i CD o 3 Z Docusign Envelope ID: F69592D6-2E09-472C-9701-AC144AD45414 iA �o�orn°�g O! 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CL -•� CD c• ,..t, CD M"cfl_ A N �• Nr O cn a 3 —CDto m cr CD (D Q3emlow rollk 3 o x" O c Docusign Envelope ID: F89592D6-2E09-472C-9701-AC144AD45414 CD cn cn N �ft0 �1 CFO r Docusign Envelope ID: F89592D6-2E09-472C-9701-AC144AD45414 Docusign Envelope ID: AAA7B7D1-8937-4987-8812-CCD86FBBFD1D EXHIBIT "tj AXONMaster Services and Purchasing Agreement This Master Services and Purchasing Agreement ("Agreement") is between Axon Enterprise, Inc. ("Axon"1, and the Customer listed below or, if no Customer is listed below, the customer on the Quote (as defined below) ("Customer"). This Agreement is effective as of the later of the (a) last signature date on this Agreement or (b) date of acceptance of the Quote ("Effective Date"). Axon and Customer are each a "Party" and collectively "Parties". This Agreement governs Customer's purchase and use of the Axon Devices and Services detailed in the Quote. It Is the intent of the Parties that this Agreement will govern all subsequent purchases by Customer for the same Axon Devices and Services in the Quote, and all such subsequent quotes accepted by Customer shall be also incorporated into this Agreement by reference as a Quote. The Parties agree as follows. 1. Definitions. 1.1. "Axon Cloud Services" means Axon's web services, including, but not limited to, Axon Evidence, Axon Records, Axon Dispatch, FUSUS services, and interactions between Axon Evidence and Axon Devices or Axon client software. Axon Cloud Service excludes third -party applications, hardware warranties, and my.evidence.com. 1.2. "Axon Device" means all hardware provided by Axon under this Agreement. Axon -manufactured Devices are a subset of Axon Devices. 1.3. "Quote" means an offer to sell and is only valid for devices and services on the offer at the specified prices. Any inconsistent or supplemental terms within Customer's purchase order in response to a Quote will be void. Orders are subject to prior credit approval. Changes in the deployment estimated ship date may change charges in the Quote. Shipping dates are estimates only. Axon is not responsible for typographical errors in any Quote by Axon, and Axon reserves the right to cancel any orders resulting from such errors. 1.4. "Services" means all services provided by Axon under this Agreement, including software, Axon Claud Services, and professional services. 2. Term, This Agreement begins on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated ("term"). 2010 All subscriptions including Axon Evidence, Axon Fleet, Officer Safety Plans, Technology Assurance Plans, and TASER 7 yr TASER 10 plans begin on the date stated in the Quote. Each subscription term ends upon completion of the subscription stated in the Quote ("Subscription Term"). 2.2. Upon completion of the Subscription Term, the Subscription Term will automatically renew for an additional 5-year term ("Renewal Term"), For purchase of TASER 7 or TASER 10 as a standalone, Axon may increase pricing to its then -current list pricing for any Renewal Term. For all other purchases, Axon may increase pricing on all line items in the Quote by up to 3% at the beginning of each year of the Renewal Term. New devices and services may require additional temps. Axon will not authorize services until Axon receives a signed Quote or accepts a purchase order, whichever is first. 3. Payment. Axon invoices for Axon Devices upon shipment, or on the date specified within the invoicing plan in the Quote. Payment is due net 3U days from the invoice date. Axon invoices forAxon Claud Services on an upfront annual basis prior to the beginning of the Subscription Term and upon the anniversary of the Subscription Temp. Payment obligations are non -cancelable. Unless otherwise prohibited by law, Customer will pay interest on all past -due sums at the tower of one -and -a -half percent (1.5%) per month or the highest rate allowed by law. Customer will pay invoices without setoff, deduction, or withholding. If Axon sends a past due account to collections, Customer is responsible for collection and attorneys' fees. 4. Taxes. Customer is responsible for sales and other taxes associated with the order unless Customer provides Axon a valid tax exemption certificate. 5. Shipping. Axon may make partial shipments and ship Axon Devices from multiple locations. All shipments are EXW (Incoterms 2020) via common carrier. Title and risk of loss pass to Customer upon Axon's delivery to the common carrier. Customer is responsible for any shipping charges in the Quote. 6. Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as provided by state or federal law. 7. Warren 7.1. Limited Warranty. Axon warrants thatAxon-manufactured Devices are free from defects in workmanship and materials for one' (1 }year from the date of Customer's receipt, except Signal Sidearm which Axon warrants for thirty (30j months froth Customer's receipt and Axon -manufactured accessories, which Axon warrants for ninety (90) days from Customer's receipt, respectively, from the date of Customer's receipt. Used conducted energy weapon ("CEW") cartridges are deemed to have operated properly. Extended warranties run from the expiration of the one- (1-) year hardware warranty through the extended warranty term purchased. ere on; Release Date; August 2, 2024 Page 1 of 14 Docusign Envelope ID: F89592D6-2E09-472C-9701-AC144AD45414 7.3. Claims. If Axon receives a valid warranty claim for an Axon -manufactured Device during the warranty term, Axon's sole responsibility is to repair or replace the Axon -manufactured Device with the same or like Axon - manufactured Device, at Axon's option. A replacement Axon -manufactured Device will be new or like new. Axon will warrant the replacement Axon -manufactured Device for the longer of (a) the remaining warranty of the original Axon -manufactured Device or (b) ninety (90) days from the date of repair or replacement. 7.3.1. If Customer exchanges an Axon Device or part, the replacement item becomes Customer's property, and the replaced item becomes Axon's property. Before delivering an Axon -manufactured Device for service, Customer must upload Axon -manufactured Device data to Axon Evidence or download it and retain a copy. Axon is not responsible for any loss of software, data, or other information contained in storage media or any part of the Axon -manufactured Device sent to Axon for service. 7.4. Spare Axon Devices. At Axon's reasonable discretion, Axon may provide Customer a predetermined number of spare Axon Devices as detailed in the Quote ("Spare Axon Devices"). Spare Axon Devices are intended to replace broken or non-functioning units while Customer submits the broken or non-functioning units, through Axon's warranty return process. Axon will repair or replace the unit with a replacement Axon Device. Title and risk of loss for all Spare Axon Devices shall pass to Customer in accordance with shipping terms of this Agreement. Axon assumes no liability or obligation in the event Customer does not utilize Spare Axon Devices for the intended purpose. 7.5. Limitations. Axon's warranty excludes damage related to: (a) failure to follow Axon Device use instructions; (b) Axon Devices used with equipment not manufactured or recommended by Axon; (c) abuse, misuse, or intentional damage to Axon Device, (d) force majeure; (e) Axon Devices repaired or modified by persons other than Axon without Axon's written permission; or (f) Axon Devices with a defaced or removed serial number. Axon's warranty will be void if Customer resells Axon Devices, 7.5.1. To the extent permitted by taw, the above warranties and remedies are exclusive. Axon disclaims ail other warranties, remedies, and conditions, whether oral, written, statutory, or impliedo if statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limited to the duration of the warranty described above and by the provisions in this Agreement. Customer confirms and agrees that, in deciding whether to sign this Agreement, Customer has not relied on any statement or representation by Axon or anyone acting on behalf of Axon related to the subject matter of this Agreement that is not in this Agreement. 7.5.2. Axon's cumulative liability to any party for any loss or damage resulting from any claim, demand, or action arising out of or relating to this Agreement will not exceed the purchase price paid to Axon for the Axon Device, or if for Services, the amount paid for such Services over the twelve (12) months preceding the claim. Neither Party will be liable for special, indirect, incidental, punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory. 7.6. OMine Support Platforms. Use of Axon's online support platforms (e.g., Axon Academy and MyAxon) is governed by the Axon Online Support Platforms Terms of Use Appendix available at www.axon .comisales- terms-and-conditions. 7.7. Third•Party Software and Services. Use of software or services other than those provided by Axon is governed by the terms, if any, entered into between Customer and the respective third -party provider, including, without limitation, the terms applicable to such software or services located at www.axon.comisales-terms- and-conditions, if any. 7.8. Axon Aid. Upon mutual agreement between Axon and Customer, Axon may provide certain products and services to Customer, as a charitable donation under the Axon Aid program. In such event, Customer expressly waives and releases any and all claims, now known or hereafter known, against Axon and its officers, directors, employees, agents, contractors, affiliates, successors, and assigns (collectively, "Releasees"), including but not limited to, on account of injury, death, property damage, or loss of data, arising out of or attributable to the Axon Aid program whether arising out of the negligence of any Releasees or otherwise. Customer agrees not to make or bring any such claim against any Releases, and forever release and discharge all Releasees from liability under such claims. Customer expressly allows Axon to publicly announce its participation in Axon Aid and use its name in marketing materials. Axon may terminate the Axon Aid program without cause immediately upon notice to the Customer. Docusign Envelope ID: F89592D6-2E09-472C-9701-AC144AD45414 Docusign Envelope ID: AAA7B7D1-SS37-4987-8812-CCD88FBBFD1D AXON Master Services and Purchasing Agreement 8. Statement of Work. Certain Axon Devices and Services, including Axon Interview Room, Axon Channel Services, and Axon Fleet, may require a Statement of Work that details Axon's Service deliverables ("SOW). In the event Axon provides an SOW to Customer, Axon is only responsible for the performance of Services described in the SOW, Additional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule. The SOW is incorporated into this Agreement by reference. 8. Axon Device Warms. See www.axon.comllegal for the most current Axon Device warnings. 10. Design Changes, Axon may make design changes to any Axon Device or Service without notifying Customer or making the same change to Axon Devices and Services previously purchased by Customer. 11. Bundled Offerings. Some offerings in bundled offerings may not be generally available at the time of Customer'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 Customer's election not to utilize any portion of an Axon bundle. 12. Insurance. Axon will maintain General Liability, Workers' Compensation, and Automobile Liability insurance. Upon request, Axon will supply certificates of insurance. 134 IP Rights. Axon owns and reserves all right, title, and interest in Axon -manufactured Devices and Services and suggestions to Axon, including all related intellectual property rights, Customer will not cause any Axon proprietary rights to be violated. 14, IP Indemnification. Axan will indemnify Customer against all claims, losses, and reasonable expenses from any third -party claim alleging that the use of Axon -manufactured Devices, Axon Cloud Services or Axon software ("Axon Products") infringes or misappropriates the third-party's intellectual property rights. Customer must promptly provide Axon with written notice of such claim, tender to Axon the defense or settlement of such claim at Axon's expense and cooperate fully with Axon in the defense or settlement, of such claim, Axon's IP indemnification obligations do not apply to claims based on (a) modification of Axon Products by Customer or a third -party not approved by Axon; (b) use of Axon Products in combination with hardware or services not approved by Axon; (c) use of Axon Products other than as permitted in this Agreement, or (d) use of Axon Products that is not the most current software release provided by Axon. 15s, Customer Responsibilities. Customer is responsible for (a) Customer's use of Axon Devices; (b) Customer or an end user's breach of this Agreement or violation of applicable law; (c) disputes between Customer and a third -party over Customer's use of Axon Devices; (d) secure and sustainable destruction and disposal of Axon Devices at Customer's cost; and (e) any regulatory violations or fines, as a result of improper destruction or disposal of Axon Devices. 16. Termination. 16.1. For Breach. A Party may terminate this Agreement for cause if it provides thirty (30} days written notice of the breach to the other Party, and the breach remains uncured thirty (30} days after written notice. If Customer terminates this Agreement due to Axon's uncured breach, Axon will refund prepaid amounts on a prorated basis based on the effective date of termination. 16.2. By Customer. If sufficient funds are not appropriated or otherwise legally available to pay the fees, Customer may terminate this Agreement. Customer will deliver notice of termination under this section as soon as reasonably practicable. 16.3. Effect of Termination. Upon termination of this Agreement, Customer rights immediately terminate, Customer remains responsible for all fees incurred before the effective date of termination, If Customer purchases Axon Devices for less than the manufacturer's suggested retail price ("MSRP") and this Agreement terminates before the end of the Term, Axon will invoice Customer the difference between the MSRP for Axon Devices received, including any Spare Axon Devices, and amounts paid towards those Axon Devices.Only if terminating for non - appropriation, Customer may return Axon Devices to Axon within thirty (30) days of termination. MSRP is the standalone price of the individual Axon Device at the time of sale. For bundled Axon Devices, MSRP is the standalone price of all individual components. 17. Confidentiality. "Confidential Information" means nonpublic information designated as confidential or, given the nature of the information or circumstances surrounding disclosure, should reasonably be understood to be confidential. Each Party will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of the other Party's Confidential Information. Unless required by law, neither Party will disclose the other Party's Confidential Information during the Term and for five (5) years thereafter. To the extent permissible by law, Axon pricing is Confidential Information and competition sensitive. If Customer receives a public records request. to disclose Axon Confidential Information, to the extent allowed by law, Customer will provide notice to Axon before disclosure. Axon may publicly announce information related to this Agreement. ere on; Release Date: August 2, 2024 Page 3 of 14 Docusign Envelope ID: F89592D6-2E09-472C-9701-AC144AD45414 all 18.1. Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party's reasonable control. 18.2. lndependent Contractors. The Parties are independent contractors. Neither Party has the authority to bind the other. This Agreement does not create a partnership, franchise, joint venture, Customer, fiduciary, or employment relationship between the Parties. 18.3. Third -Party Beneficiaries. There are no third -party beneficiaries under this Agreement. 18.4. Non -Discrimination, Neither Party nor its employees will discriminate against any person based on race; religion; creed; color, sex; gender identity and expression; pregnancy; childbirth, breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status; age; national origin; ancestry; genetic information; disability; veteran status; or any class protected by local, state, or federal law. 18.5. Compliance with Laws. Each Party will comply with all applicable federal, state, and local laws, including without limitation, import and export control laws and regulations as well as firearm regulations and the Gun Control Act of 1968. 18.6. Assignment. Neither Party may assign this Agreement without the other Party's prior written consent. Axon may assign this Agreement, its rights, or obligations without consent: (a) to an affiliate or subsidiary; or (b) for purposes of financing, merger, acquisition, corporate reorganization, or sale of all or substantially all its assets. This Agreement is binding upon the Parties respective successors and assigns. 18.7, Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right. 18.8. Severability. If a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable, the remaining portions of this Agreement will remain in effect. 18.9. Survival. The following sections will survive termination: Payment, Warranty, Axon Device Warnings, Indemnification, IP Rights, Customer Responsibilities and any other Sections detailed in the survival sections of the Appendices. 18.10.Governing Law. The laws of the country, state, province, or municipality where Customer is physically located, without reference to conflict of law rules, govern this Agreement and any dispute arising from it. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. 18.11. Notices. All notices must be in English. Natives posted on Customers Aeon Evidence site are effective upon posting. Notices by email are effective on the sent date of the email. Notices by personal delivery are effective immediately. Notices to Customer shall be provided to the address on file with Axon. Notices to Axon shall be provided to Axon Enterprise, Inc. Attn: Legal, 17800 North 85th Street, Scottsdale, Arizona 85255 with a copy to legal@axon.com. 18.12 Entire Agreement. This Agreement, the Appendices, including any applicable Appendices not attached herein far the products and services purchased, which are incorporated by reference and located in the Master Purchasing and Services Agreement located at https://www.axon.com/sales-terms-and-conditions,Quote and any SQW(s), represents the entire agreement between the Parties. This Agreement supersedes all prior agreements or understandings, whether written or verbal, regarding the subject matter of this Agreement. This Agreement may only be modified or amended in a writing signed by the Parties. Each Party, by and through its respective representative authorized to execute this Agreement, has duly executed and delivered this Agreement as of the date of signature. AXC)N: Axon Enterprise, Inc. Signature: Name: Title: Date: 22 CUSTOMER: Signature: Name: Title: Date. ersFon: Release Date: August 2, 2024 Page 4 of 14 Docusign Envelope ID: F89592D6-2E09-472C-9701-AC144AD45414 Docusign Envelope ID: AAA7B7D1-8937-4987-8812-CCD86FBBFQ1D Master Services and Purchasing Agreement Axon Cloud Services Terms of Use Appendix 1. Definitions. a. "Customer Content" is data uploaded into, ingested by, or created in Axon Claud Services within Customer's tenant, including media or multimedia uploaded into Axon Cloud Services by Customer. Customer Content includes Evidence but excludes Non -Content Data. b. "Evidence" is media or multimedia uploaded into Axon Evidence as 'evidence' by Customer. Evidence is a subset of Customer Content. c. "Non -Content data" is data, configuration, and usage information about Customer's Axon Cloud Services tenant, Axon Devices and client software, and users that is transmitted or generated when using Axon Devices. Non -Content Data includes data about users captured during account management and customer support activities. Non -Content Data does not include Customer Content. d. "Provided Data" means de -identified, de -personalized, data derived from Customer's TASER energy weapon deployment reports, related TASER energy weapon logs, body-wom camera footage, and incident reports. e. 'Transformed Data" means the Provided Data used for the purpose of quantitative evaluation of the performance and effectiveness of TASER energy weapons in the field across a variety of circumstances. 2. Access. Upon Axon granting Customer a subscription to Axon Cloud Services, Customer may access and use Axon Cloud Services to store and manage Customer Content. Customer may not exceed more end users than the Quote specifies. Axon Air requires an Axon Evidence subscription for each drone operator. For Axon Evidence Lite, Customer may access and use Axon Evidence only to store and manage TASER CEW and TASER CAM data ("TASER Data"). Customer may not upload non-TASER Data to Axon Evidence Lite. 3. Customer Owns Customer Content. Customer controls and owns all right, title, and interest in Customer Content. Except as outlined herein, Axon obtains no interest in Customer Content, and Customer Content is nat Axon's business records. Customer is solely responsible for uploading, sharing, managing, and deleting Customer Content. Axon will only have access to Customer Content for the limited purposes set forth herein. Customer agrees to allow Axon access to Customer Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreement or policies governing use of the Axon products. 4. Securi .Axon will implement commercially reasonable and appropriate measures to secure Customer Content against accidental or unlawful loss, access or disclosure. Axon will maintain a comprehensive information security program to protect Axon Cloud Services and Customer Content including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; encryption of uploaded digital evidence; security education, and data protection. Axon agrees to the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum for its digital evidence or records management systems. 5. Customer Responsibilities. Customer is responsible for (a) ensuring Customer owns Customer Content or has the necessary rights to use Customer Content (b) ensuring no Customer Content or Customer end user's use of Customer Content or Axon Cloud Services violates this Agreement or applicable laws; (c) maintaining necessary computer equipment and Internet connections for use of Axon Cloud Services and (d) verify the accuracy of any auto generated or AI -generated reports, If Customer becomes aware of any violation of this Agreement by an end user, Customer will immediately terminate that end user's access to Axon Cloud Services. a. Customer will also maintain the security of end usemames and passwords and security and access by end users to Customer Content. Customer is responsible for ensuring the configuration and utilization of Axon Cloud Services most applicable Customer regulation and standards. Customer may not sell, transfer, or sublicense access to any other entity or person.' If Customer provides access to unauthorized third -parties, Axon may assess additional fees along with suspending Customer's access. Customer shall contact Axon immediately if an unauthorized party may be using Customer's account or Customer Content, or if account information is lost or stolen. b. To the extent Customer uses the Axon Cloud Services to interact with YouTube®, such use may be governed by the YouTube Terms of Service, available at https,//www,youtube.com/static?template=terms. Version; 22 Release Date: August 2, 2024 Page 5 of 14 Docusign Envelope ID: F89592D6-2E09-472C-9701-AC144AD45414 6. Privacy. Customer's use of Axon Cloud Services is subject to the Axon Cloud Services Privacy Policy, a current version of which is available at https://www.axon.com/legal/cloud-services-privacy-policy. Customer agrees to allow Axon access to Non -Content Data from Customer to (a) perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, develop, improve, and support current and future Axon products and related services; and (c) enforce this Agreement or policies governing the use of Axon products. ?. Axon Bodv Wi-Fi Positioning. Axon Body cameras may offer a feature to enhance location services where GPS/GNSS signals may not be available, for instance, within buildings or underground. Customer administrators can manage their choice to use this service within the administrative features of Axon Cloud Services. If Customer chooses to use this service, Axon must also enable the usage of the feature for Customer's Axon Cloud Services tenant. Customer will not see this option with Axon Cloud Services unless Axon has enabled Wi-Fi Positioning for Customer's Axon Cloud Services tenant. 8. Storase. For Axon Unlimited Device Storage subscriptions, Customer may store unlimited data in Customers Axon Evidence account only if data originates from Axon Capture or an Axon Device. Axon may charge Customer additional fees for exceeding purchased storage amounts. Axon may place Customer Content that Customer has not viewed or accessed for six (6) months into archival storage. Customer Content in archival storage will not have immediate availability and may take up to twenty-four (24) hours to access. 9. Third -Party Unlimited Storage. For Third -Party Unlimited Storage the following restrictions apply: (i) it may only be used in conjunction with a valid Axon Evidence user license; (ii) is limited to data of the law enforcement Customer that purchased the Third -Party Unlimited Storage and the Axon Evidence end user or Customer is prohibited from storing data for other customers or law enforcement agencies; and (iti) Customer may only upload and store data that is directly related to (1) the investigation of, or the prosecution of a crime, (2) common law enforcement activities, or (3) any Customer Content created by Axon Devices or Axon Evidence. 1 Q. Location of Storage. Axon may transfer Customer Content to third -party subcontractors for storage. Axon will determine the locations of data centers for storage of Customer Content. If Customer is located in the United States, Canada, or Australia, Axon will ensure all Customer Content stored in Axon Cloud Services remains in the country where Customer is located. Ownership of Customer Content remains with Customer. 11. Suspension. Axon may temporarily suspend Customer's or any end user's right to access or use any portion or all of Axon Cloud Services immediately upon notice, if Customer or end user's use of or registration for Axon Cloud Services may (a) pose a security risk to Axon Cloud Services or any third -party; (b) adversely impact Axon Cloud Services, the systems, or content of any other customer; (c) subject Axon, Axon's affiliates, or any third - party to liability; or (d) be fraudulent. Customer remains responsible for all fees incurred through suspension. Axon will not delete Customer Content because of suspension, except as specified in this Agreement. 12. Axon Cloud Services Warranty, Axon disclaims any warranties or responsibility for data corruption or errors before Customer uploads data to Axon Cloud Services. 13. TASER Data Science Program. Axon will provide a quantitative evaluation on the performance and effectiveness of TASER energy weapons in the field across a variety of circumstances. 14. If Customer purchases the TASER Data Science Program, Customer grants Axon, its affiliates, and assignees an irrevocable, perpetual, fully paid, royalty -free, and worldwide right and license to use Provided Data solely for the purposes of this Agreement and to create Transformed Data. Customer shall own all rights and title to Provided Data. Axon shall own all rights and title to Transformed Data and any derivatives of Transformed Data. 15. Axon grants to Customer an irrevocable, perpetual, fully paid, royalty -free, license to use to TASER Data Science report provided to Customer for its own internal purposes. The Data Science report is provided "as Is" and without any warranty of any kind. 16. In the event Customer seeks Axon's deletion of Provided Data, it may submit a request to privacy a@axon.com. Where reasonably capable of doing so, Axon will implement the request but at a minimum will not continue to collect Provided Data from Customer. 17. Axon Records. Axon Records is the software -as -a -service product that is generally available at the time Customer purchases an OSP 7 or OSP 10 bundle. During Customer's Axon Records Subscription Term, if any, Customer will be entitled to receive Axon's Update and Upgrade releases on an if -and -when available basis. Version: 22 Release Date: August 2, 2024 Docusign Envelope ID: F89592D6-2E09-472C-9701-AC144AD45414 Docusign Envelope ID: AAA787D1�8937-4987-8812-CCD88FBBFD1D Master Services and Purchasing Agreement c. The Axon Records Subscription Term will end upon the completion of the Axon Records Subscription as documented in the Quote, or if purchased as part of an OSP 7 or OSP 10 bundle, upon completion of the OSP 7 or OSP 10 Term ("Axon Records Subscription") d. An "Update" is a generally available release of Axon Records that Axon makes available from time to time. An "Upgrade" includes (1) new versions of Axon Records that enhance features and functionality, as solely determined by Axon; and/or (ii) new versions of Axon Records that provide additional features or perform additional functions. Upgrades exclude new products that Axon introduces and markets as distinct products or applications. e. New or additional Axon products and applications, as well as any Axon professional services needed to configure Axon Records, are not included. If Customer purchases Axon Records as part of a bundled offering, the Axon Record subscription begins on the later of the (1) start date of that bundled offering, or (2) date Axon provisions Axon Records to Customer. f. Users of Axon Records at the Customer may Upload files to entities (incidents, reports, cases, etc) in Axon Records with no limit to the number of files and amount of storage. Notwithstanding the foregoing, Axon may limit usage should the Customer exceed an average rate of one -hundred (100) GB per user per year of uploaded files. Axon will not bill for overages. 18. Axon Cloud Services Restrictions. Customer and Customer end users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to. g. copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud Services; h. reverse engineer, disassemble, or decompile Axon Cloud Services or apply any process to derive any source code included in Axon Cloud Services, or allow others to do the same, i. access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; j. use Axon Cloud Services as a service bureau, or as part of a Customer infrastructure as a service; ke use trade secret information contained in Axon Cloud Services, except as expressly permitted in this Agreement; I. access Axon Cloud Services to build a competitive device or service or copy any features, functions, or graphics of Axon Cloud Services; me remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon's or Axon's licensors on or within Axon Cloud Services; or n. use Axon Cloud Services to store or transmit infringing, libelous, or other unlawful or tortious material; material in violation of third -party privacy rights; or malicious code. 19. Draft One. Axon may impose usage restrictions if a single user generates more than one hundred (100) reports per month for two or more consecutive months. 20. After Termination. Axon will not delete Customer Content for ninety (90) days following termination. Axon Cloud Services will not be functional during these ninety (90) days other than the ability to retrieve Customer Content. Customer will not incur additional fees if Customer downloads Customer Content from Axon Cloud Services during this time. Axon has no obligation to maintain or provide Customer Content after these ninety (90) days and will thereafter, unless legally prohibited, delete all Customer Content. Upon request, Axon will provide written proof that Axon successfully deleted and fully removed all Customer Content from Axon Cloud Services. 21. Post Termination Assistance. Axon will provide Customer with the same past -termination data retrieval assistance that Axon generally makes available to all customers. Requests for Axon to provide additional assistance in downloading or transferring Customer 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. 22. U.S. Government Riahts, If Customer is a U.S. Federal department or using Axon Cloud Services on behalf of a U.S. Federal department, Axon Cloud Services is provided as a "commercial item," "commercial computer software," "commercial computer software documentation," and "technical data", as defined in the Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement. If Customer is using Axon Cloud Vefsion: 22 Release Gate: August 2, 202a Page 7 pf 14 Docusign Envelope ID: F89592D6-2E09-472C-9701-AC144AD45414 Services on behalf of the U.S. Government and these terms fail to meet the U.S. Govemment's needs or are inconsistent in any respect with federal law, Customer will immediately discontinue use of Axon Cloud Services. 23. Survival. Upon any termination of this Agreement, the Following sections in this Appendix VV survive: Customer Owns Customer Content, Privacy, Storage, Axon Cloud Services Warranty, Customer Responsibilities and Axon Cloud Services Restrictions. Version: 22 Release Date: August 2, 2024 Docusign Envelope ID: F89592D6-2E09-472C-9701-AC144AD45414 Docusign Envelope ID: AAA7B7Dli 893749137-8812-CCD86FBBFDID Master Services and Purchasing Agreement Axon Customer Experience Improvement Pr®gram Appendix 1. Axon Customer Experience Improvement Program (ACEIP}. The ACEIP is designed to accelerate Axon's development of technology, such as building and supporting automated features, to ultimately increase safety within communities and drive efficiency in public safety. To this end, subject to the limitations on Axon as described below, Axon, where allowed by law, may make limited use of Customer Content from all of its customers to provide, develop, improve, and support current and future Axon products (collectively, "ACEIP Purposes"). However, at all times, Axon will comply with its obligations pursuant to the Axon Cloud Services Terms of Use Appendix to maintain a comprehensive data security program (including compliance with the CJIS Security Policy for Criminal Justice Information), privacy program, and data governance policy, including high industry standards of deAdentifying Personal Data, to enforce its security and privacy obligations for the ACEIP. ACEIP has 2 tiers of participation, Tier 1 and Tier 2. By default, Customer will be a participant in ACEIP Tier 1. if Customer does not want to participate in ACEIP Tier 1, Customer can revoke its consent at any time. If Customer wants to participate in Tier 2, as detailed below, Customer can check the ACEIP Tier 2 box below. If Customer does not want to participate in ACEIP Tier 2, Customer should leave box unchecked. At any time, Customer may revoke its consent to ACEIP Tier 1, Tier 2, or both Tiers. 2. ACEIP Tier 1. 2.1. When Axon uses Customer Content for the ACEIP Purposes, Axon will extract from Customer Content and may store separately copies of certain segments or elements of the Customer Content (collectively, "ACEIP Content"). When extracting ACEIP Content, Axon will use commercially reasonable efforts to aggregate, transform or de -identify Customer Content so that the extracted ACEIP Content is no longer reasonably capable of being associated with, or could reasonably be linked directly or indirectly to a particular individual ("Privacy Preserving Techniques)"). For illustrative purposes, some examples are described in footnote 11 . For clarity, ACEIP Content will still be linked indirectly, with an attribution, to the Customer from which it was extracted. This attribution will be stored separately from the data itself, but is necessary for and will be solely used to enable Axon to identify and delete all ACEIP Content upon Customer request. Once de -identified, ACEIP Content may then be further modified, analyzed, and used to create derivative works. At any time, Customer may revoke the consent granted herein to Axon to access and use Customer Content for ACEIP Purposes, Within 30 days of receiving the Customer's request, Axon will no longer access or use Customer Content for ACEIP Purposes and will delete any and all ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to Customer. In addition, if Axon uses Customer Content for the ACEIP Purposes, upon request, Axon will make available to Customer a list of the specific type of Customer Content being used to generate ACEIP Content, the purpose of such use, and the retention, privacy preserving extraction technique, and relevant data protection practices applicable to the Customer Content or ACEIP Content ("Use Case"). From time to time, Axon may develop and deploy new Use Cases. At least 30 days prior to authorizing the deployment of any new Use Case, Axon will provide Customer notice (by updating the list of Use Case at httos://www,axon.com/aceip and providing Customer with a mechanism to obtain notice of that update or another commercially reasonable method to Customer designated contact) ("New Use Case"). 2.2. Expiration of ACEIP Tier I. Customer consent granted herein will expire upon termination of the Agreement. In accordance with section 1.1.1, within 30 days of receiving the Customer's request, Axon will no longer access or use Customer Content for ACEIP Purposes and will delete ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to, Customer. 3. ACEIP Tier 2. In addition to ACEIP Tier 1, if Customer wants to help further improve Axon's services, Customer may choose to participate in Tier 2 of the ACEIP. ACEIP Tier 2 grants Axon certain additional rights to use Customer ' For example; (a) when extracting specific text to improve automated transcription capabilities, text that could be used to directly identify a particular individual would not be extracted:. and extracted text would be disassociated from identifying rnetadata of any speakers, and the extracted text would be split into individual words and aggregated with o#her data sources (including publicly available data} to remove any reasonable ability to link any specific text directly or indirectly back to a particular individual,, (b) when extracting license plate data to improve Automated License Plate Recognition (ALPR) capabilities, individual license plate characters would be extracted and disassociated from each other so a complete plate could not be reconstituted, and all association to other elements of the source video, such as the vehicle, location, time, and the surrounding environment would also be removed; (c) when extracting audio of potential acoustic events (such as glass breaking or gun shots), very short segments (<I second) of audio that only contains the likely acoustic events would be extracted and all human utterances would be removed_ Version; 22 Release Date; August 2, 2024 Page 9 of 14 Docusign Envelope ID: F89592D6-2E09-472C-9701-AC144AD45414 Docusign Envelope ID: A.AA7B7D1-8937-4987.8812-CCb86FBBFDID Content, in addition to those set forth in Tier 1 above, without the guaranteed deployment of a Privacy Preserving Technique to enable product development, improvement, and support that cannot be accomplished with aggregated, transformed, or deAentified data. O Check this box if Customer wants to help further improve Axon's services by participating in ACEIP Tier 2 in addition to Tier 1. Axon will not enroll Customer into ACEIP Tier 2 until Axon and Customer agree to terms in writing providing for such participation in ACEIP Tier 2, Version: 22 Release Date: August 2, 2024 Psge l o on 14 Docusign Envelope ID: F89592D6-2E09-472C-9701-AC144AD45414 Docusign Envelope ID: AAA787D1-8937498M812-CC13$6FBBFD1D Master Services and Purchasing Agreement Technology Assurance P• • • If Technology Assurance Plan ("TAP"} or a bundle including TAP is on the Quote, this appendix applies. 1. TAP Warranty. The TAP warranty is an extended warranty that starts at the end of the one- (1=) year hardware limited warranty. 2. Officer Safety Plan. If Customer purchases an Officer Safety Plan ("OSP"), Customer will receive the deliverables detailed in'the Quote. Customer must accept delivery of the TASER CEW and accessories as soon as available from Axon. 3. OSP 7 or OSP 10 Term. OSP 7 or OSP 10 begins on the date specified in the Quote ("OSP Terns"). 4. TAP BWC Upgrade. If Customer has no outstanding payment obligations and purchased TAP, Axon will provide Customer a new Axon body-wom camera ("BWC Upgrade") as scheduled in the Quote. If Customer purchased TAP, Axon will provide a BWC Upgrade that is the same or like Axon Device, at Axon's option. Axon makes no guarantee the BWC Upgrade will utilize the same accessories or Axon Dock. 5. TAP Dock Ups�rade. If Customer has no outstanding payment obligations and purchased TAP, Axon will provide Customer a new Axon Dock as scheduled in the Quote ("Dock Upgrade"). Accessories associated with any Dock Upgrades are subject to change at Axon discretion. Dock Upgrades will only include a new Axon Dock bay configuration unless a new Axon Dock core is required for BWC compatibility. If Customer originally purchased a single -bay Axon Dock, the Dock Upgrade will be a single -bay Axon Dock model that is the same or like Axon Device, at Axon's option. If Customer originally purchased a multkbay Axon Dock, the Dock Upgrade will be a multi -bay Axon Dock that is the same or like Axon Device, at Axon's option. 6. Upgrade Delay, Axon may ship the 8WC and Dock Upgrades as scheduled in the Quote without prior confirmation from Customer unless the Parties agree in writing otherwise at least ninety (90) days in advance. Axon may ship the final BWC and Dock Upgrade as scheduled in the Quote sixty (60) days before the end of the Subscription Term without prior confirmation from Customer. 7. U tads Delay or Change. If Customer wants to upgrade Axon Device models from the current Axon Device to an upgraded Axon Device, Customer must pay the price difference between the MSRP for the current Axon Device and the MSRP for the upgraded Axon Device. If the model Customer desires has an MSRP less than the MSRP of the offered BWC Upgrade or Dock Upgrade, Axon will not provide a refund. The MSRP is the MSRP in effect at the time of the upgrade. 8. Return of Original Axon Device. Within thirty (30) days of receiving a BWC or Dock Upgrade, Customer must return the original Axon Devices to Axon or destray the Axon Devices and provide a certificate CA & 4*0 n to Axon including serial numbers for the destroyed Axon Devices. If Customer does not return or destroy the Axon Devices, Axon will deactivate the serial numbers for the Axon Devices received by Customer. 9. Termination. If Customer's payment for TAP, OSP, or Axon Evidence is more than thirty (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. Customer must make any missed payments due to the termination before Customer may purchase any future TAP ar 4S0 . Version: 22 Release Date; August 2, 2{t24 Page 11 of 14 Docusign Envelope ID: F89592D6-2E09-472C-9701-AC144AD45414 Axon Application Programming Interface Appendix This Appendix applies if Axon's API Services or a subscription to Axon Cloud Services are included on the Quote. 1. Definitions. developedis already .2. "API Interface" means software implemented by Customer to configure Customers independent API Client Software to operate 1.3. "Axon Evidence Partner API, API or Axon API" (collectively" 1 Service") means Axon's API which provides a programmatic means to access data in Customer's Axon Evidence account or integrate Customer's Axon Evidence account with other systems. 1.4. "Use" means any operation on Customer's data enabled by the supported API functionality. 2.1. Customer may use API Service and data made available through API Service, in connection with an API Client developed by Customer. Axon may monitor Customer's use of API Service to ensure quality, improve Axon devices and services, and verify compliance with this Agreement. Customer agrees to not interfere with such monitoring or obscure from Axon Customers use of AN Service. Customer will not use AN Service for commercial use. 2.2. Axon grants Customer anon -exclusive, non -transferable, non-sublicensable, worldwide, revocable right and license during the Term to use API Service, solely for Customers Use in connection with Customers APl Client. 2.3. Axon reserves the right to set limitations on Customer's use of the API Service, such as a quota on operations, to ensure stability and availability of Axon's API. Axon will use reasonable efforts to accommodate use beyond the designated limits. 3. Configuration. Customer will work independently to configure Customer's API Client with API Service for Customers applicable Use. Customer wilt be required to provide certain information {such as identification ar contact details} as part of the registration. Registration information provided to Axon must be accurate. Customer will inform Axon promptly of any updates. Upon Customers registration, Axon will provide documentation outlining AN Service A nformation. 4. Customer Responsibilities. When using API Service, Customer 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 virus, worm, defect, Trojan horse, malware, or any item of a destructive nature to Axon Devices and Services; 4.4. interfere with, modify, disrupt or disable features or functionality of API Service or the servers or networks providing API Service; 4.5. reverse engineer, decompile, disassemble, or translate or attempt to extract the source code from API Service or any related software; 4.6. create an API Interface that functions substantially the same as API Service and offer it for use by third parties; 4.7. provide use of API Service on a service bureau, rental or managed services basis or permit other individuals or entities to create links to API Service; IS 4.8. frame or mirror API Service on any other server, or wireless or Internet -based device, 4.9. make available to a third -party, any token, key, password or other login credentials to API Service; 4.10. take any action or inaction resulting in illegal, unauthorized or improper purposes; ar 4.11. disclose Axon's API manual. 5. APl Content. All content related to API Service, other than Customer Content or Customer's API Client content, is considered Axon's API Content, including: Version: 22 Release Date: August 2, 2024 Page 12 of 14 Docusign Envelope ID: F89592D6-2E09-472C-9701-AC144AD45414 t)ocusign Envelope I©: AAA7B7D1-8937-4987-8812-CCD86FNFI)w Master Services and or Agreement 5.1t the design, structure and naming of API Service fields in all responses and requests; 5.2. the resources available within API Service for which Customer takes ac#ions on, such as evidence, cases, users, or reports; 5.3. the structure of and relationship of API Service resources; and 5.4. the design of API Service, in any part or as a whole. 6. Prohibitions on API Content. Neither Customer nor its end users will use API content returned from the API Interface to: 6.1. scrape, build databases, or otherwise create permanent copies of such content, or Keep cached copies longer than permitted by the cache header; 6.2m copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third -party; 6.3* misrepresent the source or ownership; or 6.40 remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices). 7, API Updates. Axon may update or modify the API Service from time to time ("API Update"). Customer is required to implement and use the most current version of API Service and to make any applicable changes to Customer's API Client required as a result of such API Update. API Updates may adversely affect how Customer's API Client access or communicate with API Service or the API Interface. Each API Client must contain means for Customer to update API Client to the most current version of API Service. Axon will provide support for one (1) year following the release of an API Update for all depreciated API Service versions. Version: 22 Release Date: August 2, 2024 page 13 of 14 Docusign Envelope ID: F89592D6-2E09-472C-9701-AC144AD45414 Docusign Envelope ID: AmtB7D1-89374vu7-8812-CCD88FBBFDID Axon Event Offer Appendix if the Agreement includes the provision of, or Axon otherwise offers, ticket(s), travel and/or accommodation for select events hosted by Axon ("Axon Event"), the following shall apply. 1. General. Subject to the terms and conditions specified below and those in the Agreement, Axon may provide Customer with one or more offers to fund Axon Event ticket(s), travel and/or accommodation for Customer -selected employee(s) to attend one or more Axon Events. By entering into the Agreement, Customer warrants that it is appropriate and permissible for Customer to receive the referenced Axon Event offer(s) based on Customer's understanding of the terms and conditions outlined in this Axon Event Offer Appendix, 2. Attendee/Employee Selection. Customer shall have sole and absolute discretion to select the Customer employee(s) eligible to receive the ticket(s), travel and/or accommodation that is the subject of any Axon Event offer(s). 3. Compliance. It is the intent of Axon that any and all Axon Event offers comply with aN applicable laws, regulations and ethics rules regarding contributions, including gifts and donations. Axon's provision of ticket(s), travel and/or accommodation for the applicable Axon Event to Customer is intended for the use and benefit of Customer in furtherance of its goals, and not the personal use or benefit of any official or employee of Customer. Axon makes this offer without seeking promises or favoritism for Axon in any bidding arrangements. Further, no exclusivity will be expected by either party in consideration for the offer. Axon makes the offer with the understanding that it will not, as a result of such offer, be prohibited from any procurement opportunities or be subject to any reporting requirements. If Customer's local jurisdiction requires Customer to report or disclose the fair market value of the benefits provided by Axon, Customer shall promptly contact Axon to obtain such information, and Axon shall provide the information necessary to facilitate Customer's compliance with such reporting requirements. 4. Assignability. Customer may not sell, transfer, or assign Axon Event ticket(s), travel and/or accommodation provided under the Agreement. 5. Availability. The provision of all offers of Axon Event ticket(s), travel and/or accommodation is subject to availability of funds and resources. Axon has no obligation to provide Axon Event ticket(s), travel and/or accommodation. 6. Revocation of Offer. Axon reserves the right at any time to rescind the offer of Axon Event ticket(s), travel and/or accommodation to Customer if Customer or its selected employees fail to meet the prescribed conditions or if changes in circumstances render the provision of such benefits impractical, inadvisable, or in violation of any applicable laws, regulations, and ethics rules regarding contributions, including gifts and donations. Version: 22 Release Date; August 2, 2024 Page 14 of 14