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CONTRACT 7570 Vender AgreementAgreement No. 7570 {A AXON This Agreement grants the right to use the Axon Enterpl, ("Axon") Trial Kit(s) identified in this Agreement to the customer fisted in the signature block below ("Customer") on loan and free of charge for a trial and evaluation of the Trial Kit by Customer) The Trial Period is for the maximum of 30 days unless extended by Axon or as noted in the quote. 1. Trial Kit. The Trial Kit will include any Axon hardware or software provided for trial purposed to the Customer.. Axon may limit the number of Trial Kits Customer receives. Axon may supply a refurbished Trial Kit. Axon's warranty, limitations and releases for the Trial Kits is applicable and available on Axon's website at "mt1 axCon cornBtetlal, ALL SERVICES INCLUDING, WITHOUT LIMITATION, CLOUD SERVICES OR SOFTWARE AS A SERVICE ARE PROVIDED "AS IS" AND TO THE EXTENT NOT PROHIBITED BY LAW, AXON DISCLAIMS ALL LIABILITY REGARDLESS OF THE CLAIM. 2. Customer Obligations. Customer agrees to only use the Trial Kit for trial and evaluation purposes and will not: (a) reproduce or modify the Trial Kit; or (b) rent, sell, lease or otherwise transfer the Trial Kit. Customer agrees to comply with all Axon training materials regarding the Trial Kit during the Trial Period. For Trial Kits that contain a conducted energy weapon ("CEW"), Customer agrees that every employee or agent that carries, uses, or deploys the CEW during the Trial Period will have: (a) obtained certification as a TASER CEW user or instructor; and (b) completed any training specific to the CEW model by utilizing the current TASER CEW lesson plan. Upon request by Axon, Customer agrees to cooperate and participate in a case study involving the Trial Kit and Customer's use of the Trial Kit. Customer agrees that Axon will have a non- exclusive, perpetual license to utilize the results and any report or publication resulting from the case study in Axon's training, markets and sales materials. If Customer's trial includes Axon Fleet, and Customer is using wireless offload, then Customer is responsible for providing either a cellular SIM card or wireless network at Customer. For use of Axon Performance, Axon may need to access and store Customer's call for service records. 3. Return of Product. Customer agrees to return the Trial Kit to Axon within 10 days after the end of the Trial Period, excluding used CEW cartridges. If any individual component of the Trial Kit is not returned to Axon at the end of the Trial Period, Axon will invoice Customer the MSRP of the unreturned items in the Trial Kit(s). Customer agrees to pay the invoice along with any applicable taxes and shipping. Customer will return the Trial Kit to Axon in good working condition, normal wear and tear excepted. Axon may charge Customer if there is damage beyond normal wear and tear. Before Customer returns the Trial Kit, it is Customer's responsibility to download any data and keep a backup copy of the data. All data stored in the Trial Kit will be erased upon receipt of the Trial Kit by Axon. Customer will return the Trial Kit to: Axon Enterprise, Inc., 17800 N. 851h Street, Scottsdale, Arizona USA 85255, Attention: Trial Returns. 4. Customer Data. Within 30 days of the Trial Period ending, Customer may request Axon make available to Customer for download Customer data that Customer uploaded to Axon Evidence during the Trial Period. During the 30 days following this request, Customer may retrieve its data from Axon Evidence. After this 30-day period, Axon will have no obligation to maintain or provide any data uploaded to Axon Evidence and will thereafter, unless legally prohibited, delete all of this data in Axon's systems or otherwise in its possession or control. 5. Proprietary Information. Customer agrees Axon has and claims various proprietary rights in the hardware, firmware, software, and the integration of Field Trial Agreement ancillary materials, knowledge, and designs that constitute the Trial Kit. Customer will not directly or indirectly cause any proprietary rights to be violated. 6. Limitation of Liability _Axon's cumulative liability to any Party for any loss or damage resulting from any claim, demand, or action arising out of or relating to any Trial Kit will not exceed One Thousand Dollars ($1,000.00). Neither Party will be liable for direct, special, indirect, incidental, punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory. Formal Matters. A. Signature. Your signature warrants and acknowledges that you are authorized to execute this Agreement on behalf of your Customer. B. Entire. This Agreement, including the attached Axon Evidence Terms of Use Appendix, Axon Auto -Tagging Appendix, Axon Respond Appendix, Axon Auto-Ttanscri�be Appendix„ My90 Terms of Use Appendix (available at hlips11wvm,axon.com/sates-terms-and-("conditions), and Axon Fleet Appendix (to the extent such appendices are applicable), contains ali the terms and conditions agreed on by the parties regarding the Trial Kit. Any, previous agreements between the parties regarding a free trial of the Trial Kit are replaced by this Agreement. This Agreement can be modified or changed only by a written instrument signed by both parties, If any part of tMs Agreement is held indefinite, invalid, or otherwise unenforceable, the rest of the Agreement will continue in full force and effect. C. Relationship of'the Partess. The parties are independent contractors and this Agreement does not create a partnership, franchise, joint venture, Customer, fiduciary or employment relationship between the parties. D. ss ni nment, You must not, by operation of law or otherwise, assign any of your rights or delegate any of your obligations under this Agreement without the prior express written consent of Axon. E. Warranty. For governmental customers, if this Agreement is for TASER 10, your signature warrants and acknowledges that you are authorized to execute this Agreement on behalf of your Customer, and that these weapons are being acquired for temporary official Customer use pursuant to a law enforcement Customer transfer under the Gun Control Act of 1968. For non -governmental customers, Customer warrants and acknowledges that TASER 10 is classified as a firearm under federal law and must be transferred/shipped to a valid Federal Firearms Licensee ("FFL"). If Customer does not hold a valid FFL at the time of transfer, a third -party FFL with licensed premises in Customer's state of residence must be utilized to transact the order in an over-the-counter firearm transfer pursuant to the Gun Control Act of 1968. Any applicable state and local firearms regulations and restrictions apply. To comply with applicable laws and regulations, Customer must provide a purchase order to Axon prior to shipment of TASER 10 ACCEPTED and AGREED as of _� W...._._., 202� L Customer Name. EL I~9 f . �. µ Signature p Printed Name: r4)ICPt/F Title: li 1 E /— 0 f- pot ' f C-F Phone Q- m 'Email: if f 'This Agreement does not cover trials or evaluations solely of any Axon beta software or firmware. CradlePoint is a trademark of CradlePoint, Inc. ELAXON, Axon, Axon Evidence, Axon Flex, Fleet, X2, X26, TASER 7, and TASER are trademarks of Axon Enterprise, Inc., some of which are registered in the US and other countries. For more information, visit www axon.com/legal. All rights reserved. © 2021 Axon Enterprise, Inc. Tit e: enera Fiel Tria Agreement or A Produc s 30-60-9 Days Department: Legal " Version: 16.0 p p Release Date: 2/28/2023 ' 10 `OR rye 1 of 7 l Y ATTORN ��; C�E� 0 of El Segundo Agreement No. 7570 {� AXON 1. Definitions. Field Trial Agreement Axon Cloud Services Terms of Use Appendix a. "Customer Content" is data uploaded into, ingested by, or created in Axon Cloud 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 an 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. "Personal Data" means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. 2. Access. Customer will have access and use of Axon Evidence for the storage and management of Customer Content during the Trial Period. 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 are not business records of Axon. Customer is solely responsible for uploading, sharing, managing, and deleting Customer Content, Axon will have limited access to Customer Content solely for providing and supporting Axon Evidence to Customer and Customer end users. 4. Security, 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. 5. 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. 6. Axon Bod 3 °W'I-Fi P,osil!2aing. Axon Body 3 cameras offer a feature to enhance location services where CPS/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. When Wi-Fi Positioning is enabled by both Axon and Customer, Non -Content and Personal Data will be sent to Skyhook Holdings, Inc. ("Skyhook") to facilitate the Wi-Fi Positioning functionality. Data controlled by Skyhook is outside the scope of the Axon Cloud Services Privacy Policy and is subject to the Skyhook Services Privacy Policy. 7. Storage, For Axon Unlimited Device Storage subscriptions, Customer may store unlimited data in Customer's Axon Evidence account only if data originates from Axon Capture or the applicable 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 6 months into archival storage. Customer Content in archival storage will not have immediate availability and may take up to 24 hours to access. 8. Location of Storage. Axon may transfer Customer Content to third -party subcontractors for storage. Axon will determine tine locations of data centers for storaqe of Customer Content. For United States agencies, Axon will ensure all Customer Content stored in Axon Cloud Services remains within the United States Ownership of Customer Content remains with Customer. Title General Fie -FC61 Agreement or All Products 0-6 -9U Days Department: Legal Version: 16.0 Release Date: 2/28/2023 Page 2 of Agreement No. 7570 4 AXON Field Trial Agreement 9. 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. 10, Axon Cloud Services Restrictions. Customer and Customer end users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to: a. copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud Services; b. 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; c. access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; d. use trade secret information contained in Axon Cloud Services, except as expressly permitted in this Agreement; e. access Axon Cloud Services to build a competitive device or service or copy any features, functions, or graphics of Axon Cloud Services; f. 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 g. use Axon Cloud Services to store or transmit infringing, libelous, or other unlawful or tortious material; to store or transmit material in violation of third -party privacy rights; or to store or transmit malicious code. 11. After Termination. Axon will not delete Customer Content for 90 days following termination. There will be no functionality of Axon Cloud Services during these 90 days other than the ability to retrieve 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 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. 12. Post -Termination Assistance. Axon will provide Customer with the same post -termination data retrieval assistance that Axon generally makes available to all customers. Requests for Axon to provide additional assistance in downloading or transferring 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. 13. Y.S. Government Rights. 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 Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government's needs or are inconsistent in any respect with federal law, Customer will immediately discontinue use of Axon Cloud Services. "title: eneral Field Trial Agreement for AN Pro bas 3 -60-90 Days) Department: Legal Version: 16.0 Release Date: 2/28/2023 Page 3 of 7 Agreement No. 7570 AL, AXON Axon Auto -Tagging Appendix Field Trial Agreement Scope. Axon Auto -Tagging consists of development of a module to allow Axon Evidence to interact with Customer's Computer -Aided Dispatch ("CAD") or Records Management Systems ("RMS"). This allows end users to auto populate Axon video meta-dala with a case ID, category, and location based on data maintained in Customer's CAD or RMS. Customer must purchase Axon Auto -'Fagging for every Axon Evidence user in Customer, even if the user does not have an Axon body camera. Crustomer Res onsibilities. Axon's performance of Auto -Tagging Services requires Customer to: 2.1. Make available relevant systems, including Customer's current CAD or RMS, for assessment by Axon (including remote access if possible); 2.2. Make required modifications, upgrades or alterations to Customer's hardware, facilities, systems and networks related to Axon's performance of Auto -Tagging Services; 2.3. Provide access to the premises where Axon is performing Auto -Tagging Services, subject to Customer safety and security restrictions, and allow Axon to enter and exit the premises with laptops and materials needed to perform Auto -Tagging Services; 2.4. Provide all infrastructure and software information (TCP/IP addresses, node names, network configuration) necessary for Axon to provide Auto -Tagging Services; 2.5. Promptly install and implement any and all software updates provided by Axon; 2.6. Ensure that all appropriate data backups are performed; 2.7. Provide assistance, participation, and approvals in testing Auto -Tagging Services; 2.8. Provide Axon with remote access to Customer's Axon Evidence account when required; 2.9. Notify Axon of any network or machine maintenance that may impact the performance of the module at Customer; and 2.10. Ensure reasonable availability of knowledgeable staff and personnel to provide timely, accurate, complete, and up-to-date documentation and information to Axon. Access_to SCustomer authorizes Axon to access Customer's relevant computers, network systems, and CAD or RMS solely for performing Auto -Tagging Services. Axon will work diligently to identify as soon as reasonably practicable resources and'informatilon Axon expects to use, and will provide an initial list to Customer. Customer is responsible for, and assumes the rusk of any problems, delays, tosses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Customer. Tit e: Genera Fie Trial Agreement or A Products 30-6 - 0 Days Department: Legal Version: 16.0 Release Date: 2/28/2023 Page 4 of 7 Agreement No. 7570 ,A AXON Axon Respond Appendix Field Trial Agreement ro re of Axon Respond. The scope of Axon Respond is to assist Customer with real-time situational awareness during critical incidents to improve officer safety, effectiveness, and awareness. In the event Customer uses AxonRespond outside this scope, Axon may initiate good -faith discussions with Customer on upgrading Customer's Axon Respond to better meet Customer's needs, In the event Customer does not stop using Axon Respond at the end of the Trial Period, Axon may charge Customer for continued use. LTE Requirements. Axon Respond is only available and usable with an LTE enabled body -worn camera. Axon is not liable if Customer utilizes the LTE device outside of the coverage area or if the LTE carrier is unavailable. LTE coverage is only available in the United States, including any U.S. territories. Axon may utilize a carrier of Axon's choice to provide LTE service. Axon may change LTE carriers during the Term without Customer's consent. Axon Respond Service Limitations. Customer acknowledges that LTE service is made available only within the operating range of the networks. Service may be temporarily refused, interrupted, or limited because of: (a) facilities limitations; (b) transmission limitations caused by atmospheric, terrain, other natural or artificial conditions adversely affecting transmission, weak batteries, system overcapacity, movement outside a service area or gaps in coverage in a service area and other causes reasonably outside of the carrier's control such as intentional or negligent acts of third parties that damage or impair the network or disrupt service; or (c) equipment modifications, upgrades, relocations, repairs, and other similar activities necessary for the proper or improved operation of service. Partner networks are made available as -is and the carrier makes no warranties or representations as to the availability or quality of roaming service provided by carrier partners, and the carrier will not be liable in any capacity for any errors, outages, or failures of carrier partner networks. Customer expressly understands and agrees that it has no contractual relationship whatsoever with the underlying wireless service provider or its affiliates or contractors and Customer is not a third -party beneficiary of any agreement between Axon and the underlying carrier. Title: Genera Field Trial Agreement o-r A Pro ucts 30-60-90 Days Department: Legal Version: 16.0 Release Date: 2/28/2023 Page 5 of 7 Agreement No. 7570 Adi, AXON Axon Auto -Transcribe Appendix This Appendix applies to Axon Auto -Transcribe. Field Trial Agreement 1) Subscription Terra. If Customer purchases Axon Auto -Transcribe as part of a bundle or Axon Cloud Services license, 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 Customer. If Customer purchases Axon Auto -Transcribe minutes as a standalone, the subscription begins on the date Axon provisions Axon Auto -Transcribe, Axon Auto -Transcribe minutes expire one year after being granted. If Customer 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-CarteMinutes, Upon Axon granting Customer a set number of minutes, Customer may utilize Axon Auto -Transcribe, subject to the amounts allowed on the Quote. Customer will not have the ability to roll over unused minutes to future Auto -Transcribe terms. Axon may charge Customer additional fees for exceeding purchased amounts. Axon Auto -Transcribe On demand. Upon Axon granting Customer an On Demand subscription to Axon Auto -Transcribe, Customer may utilize Axon Auto -Transcribe with no limit on the number of minutes. The scope of Axon Auto -Transcribe On Demand is to assist Customer with reviewing and transcribing individual evidence items. In the event Customer uses Axon Auto -Transcribe On Demand outside this scope, Axon may initiate good - faith discussions with Customer on upgrading Customer's Axon Auto -Transcribe On Demand to better meet Customer's needs. 4) Warranty. Axon does not warrant accuracy of Axon Auto -Transcribe. Title: enera Fier rial Agreement or A 'Pro ucts w . 0- Days Department: Legal Version: 16.0 Release Date: 2/28/2023 Page 6 of 7 Agreement No. 7570 �� AXON Axon Fleet Appendix Field Trial Agreement 1 Customer Responsibilities. Customer must ensure its infrastructure and vehicles adhere to the minimum requirements to operate Axon Fleet 2 or Axon Fleet 3 (collectively, "Axon Fleet") as established by Axon during the qualifier call and on -site assessment at Customer and in any technical qualifying questions. If Customer's representations are inaccurate, the Quote is subject to change. 2 Cradlepoint. If Customer purchases Cradlepoint Enterprise Cloud Manager, Customer will comply with Cradlepoint's end user license agreement. The term of the Cradlepoint license may differ from the Axon Evidence Subscription. If Customer requires Cradlepoint support, Customer will contact Cradlepoint directly. 3 Thi[cl-igggybstaller. Axon will not be liable for the failure of Axon Fleet hardware to operate per specifications if such failure results from installation not performed by, or as directed by Axon. 4 Wireless Offload Server. 4.1 License Grant. Axon grants Customer a non-exclusive, royalty -free, worldwide, perpetual license to use Wireless Offload Server ("WOS"). "Use" means storing, loading, installing, or executing WOS solely for data communication with Axon Devices for the number of licenses purchased. The WOS term begins upon the start of the Axon Evidence Subscription. 4.2 Restrictions. Customer may not: (a) modify, alter, tamper with, repair, or create derivative works of WOS; (b) reverse engineer, disassemble, or decompile WOS, apply any process to derive the source code of WOS, or allow others to do so; (c) access or use WOS to avoid incurring fees or exceeding usage limits; (d) copy WOS in whole or part; (e) use trade secret information contained in WOS; (f) resell, rent, loan or sublicense WOS; (g) access WOS to build a competitive device or service or copy any features, functions or graphics of WOS; or (h) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon's licensors on or within WOS. 4.3 WOS Support, Upon request by Axon, Customer will provide Axon with access to Customer's store and forward servers solely for troubleshooting and maintenance. Axon Vehicle Software. 5.1 License Grant. Axon grants Customer a non-exclusive, royalty -free, worldwide, perpetual license to use ViewXL or Dashboard (collectively, "Axon Vehicle Software".) "Use" means storing, loading, installing, or executing Axon Vehicle Software solely for data communication with Axon Devices. The Axon Vehicle Software term begins upon the start of the Axon Evidence Subscription. 5.2 Restrictions. Customer may not: (a) modify, alter, tamper with, repair, or create derivative works of Axon Vehicle Software; (b) reverse engineer, disassemble, or decompile Axon Vehicle Software, apply any process to derive the source code of Axon Vehicle Software, or allow others to do so; (c) access or use Axon Vehicle Software to avoid incurring fees or exceeding usage limits; (d) copy Axon Vehicle Software in whole or part; (e) use trade secret information contained in Axon Vehicle Software; (f) resell, rent, loan or sublicense Axon Vehicle Software; (g) access Axon Vehicle Software to build a competitive device or service or copy any features, functions or graphics of Axon Vehicle Software; or (h) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon's licensors on or within Axon Vehicle Software. itle: enera Fie Trlal Agreement or Ail Nro ucts 3 -60-90 Days Department: Legal Version: 16.0 Release Date: 2/28/2023 Page 7 of 7