HomeMy WebLinkAboutReso 106-2025 (25-720)
Product Purchase and Services Agreement between January 2025
City of South San Francisco and _______________ Page 1 of 33
PRODUCTS AND SERVICES PROCUREMENT AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND
AXON ENTERPRISE, INC.
THIS AGREEMENT for consulting services is made by and between the City of South San Francisco
(“City”) and Axon Enterprise, INC. (“Consultant”) (together sometimes referred to as the “Parties”) as of
_______________ (the “Effective Date”).
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide to City the services described in the Scope of Work attached as Exhibit A (“Services”), attached
hereto and incorporated herein, at the time and place and in the manner specified therein. In the event of a
conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall
end on _______________, 2030 (“Term”). Consultant shall complete the Services described
in Exhibit A prior to the end of the Term, unless that date is otherwise terminated or
extended as provided for in Section 8. The time provided to Consultant to complete the
services required by this Agreement shall not affect the City’s right to terminate the
Agreement, as provided for in Section 8. In the event that the Term covers more than one
(1) fiscal year, funding for services beyond the current fiscal year will be included in future
City budgets but is subject to City Council approval of future annual appropriations.
1.2 Standard of Performance. Consultant shall perform all Services required pursuant to this
Agreement in the manner and according to the standards observed by a competent
practitioner of the profession in which Consultant is engaged in the geographical area in
which Consultant practices its profession. Consultant shall prepare all work products
required by this Agreement to the standards of quality normally observed by a person
practicing in Consultant's profession.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel consistent
with Section 1.2 to perform the Services pursuant to this Agreement. In the event that City,
in its sole discretion, at any time during the term of this Agreement, desires the reassignment
of any such persons in order to ensure Consultant performs services in accordance with
Section 1.2, Consultant shall, immediately upon receiving notice from City of such desire of
City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance provided
in Sections 1.1 and 1.2 above and to satisfy Consultant’s obligations hereunder.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Eight
Hundred Thousand Dollars ($800,000), notwithstanding any contrary indications that may be contained in
Consultant’s proposal, for Services to be performed and reimbursable costs incurred under this Agreement.
In the event of a conflict between this Agreement and Consultant’s proposal, as reflected in the Scope of
Product Purchase and Services Agreement between January 2025
City of South San Francisco and _______________ Page 2 of 33
Work attached as Exhibit A, or Consultant’s compensation schedule attached as Exhibit B, regarding the
amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered
pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below
shall be the only payments from City to Consultant for services rendered pursuant to this Agreement.
Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized
by City, Consultant shall not bill City for duplicate services performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under this
Agreement is based upon Consultant’s estimated costs of providing the Services required hereunder,
including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties
further agree that compensation hereunder is intended to include the costs of contributions to any pensions
and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City
therefore has no responsibility for such contributions beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once per month during the
term of this Agreement, based on the cost for services performed and reimbursable costs
incurred prior to the invoice date. Invoices shall contain the following information, unless
otherwise waived by the Contract Administrator in writing:
Serial identifications of progress bills (i.e., Progress Bill No. 1 for the first invoice);
The beginning and ending dates of the billing period;
A task summary containing the original contract amount, the amount of prior billings,
the total due this period, the balance available under the Agreement, and the
percentage of completion;
At City’s option, for each work item in each task, a copy of the applicable time entries
or time sheets shall be submitted showing the name of the person doing the work,
the hours spent by each person, a brief description of the work, and each
reimbursable expense;
The total number of hours of work performed under the Agreement by Consultant
and each employee, agent, and subcontractor of Consultant performing services
hereunder, as well as a separate notice when the total number of hours of work by
Consultant and any individual employee, agent, or subcontractor of Consultant
reaches or exceeds eight hundred (800) hours, which shall include an estimate of
the time necessary to complete the Services;
The amount and purpose of actual expenditures for which reimbursement is sought;
The Consultant’s signature.
2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for
services satisfactorily performed, and for reimbursable costs as authorized under Exhibit B
and actually incurred. City shall have thirty (30) days from the receipt of an invoice that
complies with all of the requirements above to pay Consultant. City shall have no obligation
to pay invoices submitted ninety (90) days past the performance of work or incurrence of
cost.
Product Purchase and Services Agreement between January 2025
City of South San Francisco and _______________ Page 3 of 33
2.3 Final Payment. City shall pay the last ten percent (10%) of the total sum due pursuant to
this Agreement within sixty (60) days after completion of the services and submittal to City
of a final invoice, if all services required have been satisfactorily performed.
2.3 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to
this Agreement. City shall not pay any additional sum for any expense or cost whatsoever
incurred by Consultant in rendering services pursuant to this Agreement. City shall make
no payment for any extra, further, or additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the maximum
amount of compensation provided above either for a task or for the entire Agreement, unless
the Agreement is modified prior to the submission of such an invoice by a properly executed
change order or amendment.
2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed
the amounts shown on the compensation schedule attached hereto and incorporated herein
as Exhibit B.
2.5 Reimbursable Expenses. Reimbursable expenses, if any, are specified in Exhibit B, and
shall not exceed the amount set forth in Exhibit B. Expenses not listed in Exhibit B are not
chargeable to City. Reimbursable expenses are included in the total amount of
compensation provided under this Agreement under Section 2 that shall not be exceeded.
2.6 Payment of Taxes, Tax Withholding. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state taxes. To
be exempt from tax withholding, Consultant must provide City with a valid California
Franchise Tax Board form 590 (“Form 590”), as may be amended and such Form 590 shall
be attached hereto and incorporated herein as Exhibit D. Unless Consultant provides City
with a valid Form 590 or other valid, written evidence of an exemption or waiver from
withholding, City may withhold California taxes from payments to Consultant as required by
law. Consultant shall obtain, and maintain on file for three (3) years after the termination of
this Agreement, Form 590s (or other written evidence of exemptions or waivers) from all
subcontractors. Consultant accepts sole responsibility for withholding taxes from any non-
California resident subcontractor and shall submit written documentation of compliance with
Consultant’s withholding duty to City upon request.
2.7 Payment upon Termination. In the event that the City or Consultant terminates this
Agreement pursuant to Section 8, the City shall compensate the Consultant for all
outstanding costs and reimbursable expenses incurred for work satisfactorily completed in
accordance with this Agreement as of the date of written notice of termination. Consultant
shall maintain adequate logs and timesheets in order to verify costs incurred to that date.
Product Purchase and Services Agreement between January 2025
City of South San Francisco and _______________ Page 4 of 33
2.8 Authorization to Perform Services. The Consultant is not authorized to perform any
services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator.
2.9 Prevailing Wage. Where applicable, the wages to be paid for a day's work to all classes of
laborers, workmen, or mechanics on the work contemplated by this Agreement, shall be not
less than the prevailing rate for a day’s work in the same trade or occupation in the locality
within the state where the work hereby contemplates to be performed as determined by the
Director of Industrial Relations pursuant to the Director’s authority under Labor Code Section
1770, et seq. Each laborer, worker or mechanic employed by Consultant or by any
subcontractor shall receive the wages herein provided for. The Consultant shall pay two
hundred dollars ($200), or whatever amount may be set by Labor Code Section 1775, as
may be amended, per day penalty for each worker paid less than prevailing rate of per diem
wages. The difference between the prevailing rate of per diem wages and the wage paid to
each worker shall be paid by the Consultant to each worker.
An error on the part of an awarding body does not relieve the Consultant from responsibility
for payment of the prevailing rate of per diem wages and penalties pursuant to Labor Code
Sections 1770 1775. The City will not recognize any claim for additional compensation
because of the payment by the Consultant for any wage rate in excess of prevailing wage
rate set forth. The possibility of wage increases is one of the elements to be considered by
the Consultant.
a. Posting of Schedule of Prevailing Wage Rates and Deductions. If this Section 2.10
applies and the schedule of prevailing wage rates is not attached hereto pursuant to Labor
Code Section 1773.2, the Consultant shall post at appropriate conspicuous points at the site
of the project a schedule showing all determined prevailing wage rates for the various
classes of laborers and mechanics to be engaged in work on the project under this contract
and all deductions, if any, required by law to be made from unpaid wages actually earned
by the laborers and mechanics so engaged.
b. Payroll Records. If this Section 2.10 applies, each Consultant and subcontractor
shall keep an accurate payroll record, showing the name, address, social security number,
work week, and the actual per diem wages paid to each journeyman, apprentice, worker, or
other employee employed by the Consultant in connection with the public work. Such
records shall be certified and submitted weekly as required by Labor Code Section 1776.
Section 3. PROVISION OF SERVICES.
3.1 Facilities and Equipment. Except as set forth herein, Consultant shall, at its sole cost and
expense, provide all facilities and equipment that may be necessary to perform the services
required by this Agreement. City shall make available to Consultant only the facilities and
equipment listed in this section, and only under the terms and conditions set forth herein.
Product Purchase and Services Agreement between January 2025
City of South San Francisco and _______________ Page 5 of 33
City shall furnish physical facilities such as desks and conference space, as may be
reasonably necessary for Consultant’s occasional use while consulting with City employees
and reviewing records and other necessary information in possession of the City to provide
services. The location, type, quantity, and time of furnishing those facilities shall be in the
sole discretion of City. In no event shall City be obligated to furnish any facility that may
involve incurring any direct expense, including but not limited to computer, long-distance
telephone or other communication charges, vehicles, and reproduction facilities.
If necessary, the City may at its sole discretion provide Consultant access to City computer
hardware or network files, or both, but only at the access level to strictly necessary to provide
services under this Agreement as approved by the City. In the event that Consultant is
provided such access, Consultant shall comply with the Electronic Use Addendum attached
hereto and incorporated herein as Exhibit G.
3.2 Onsite Services and Location of Work. Consultant shall perform the Services as to cause
a minimum of interference with City’s operations and the operations of other contractors, if
any, at the location of work and to protect all persons and property thereon from damage or
injury. Upon completion of the Services at the location of work, Consultant shall leave such
site clean and free of all tools, equipment, waste materials and rubbish. Each location of
work may include all buildings, offices, and other locations where Services are to be
performed, including any access roads. Consultant shall be solely responsible for the safe
transportation and packing in proper containers and storage of any equipment required for
performing the Services, whether owned, leased or rented. City will not be responsible for
any such equipment which is lost, stolen or damaged or for any additional rental charges for
such equipment. Equipment left or stored at a location of work, with or without permission,
is at Consultant’s sole risk. City may assume that anything left on at the work site an
unreasonable length of time after said work is completed has been abandoned. Any
transportation furnished by City shall be solely as an accommodation and City shall have no
liability therefore. Consultant acknowledges and agrees that it shall assume the risk and is
solely responsible for its use of any City owned equipment and property provided by City for
the performance of Services. City shall have no liability to Consultant therefore. In addition,
Consultant further acknowledges and agrees that it shall assume the risk and is solely
responsible for its owned, non-owned and hired automobiles, trucks or other motorized
vehicles as well as any equipment, tolls, or other property which is utilized by Consultant for
each location of work in performing the Services.
Section 3A. WARRANTY
Hardware Limited Warranty. Consultant warrants that Axon-manufactured Devices are free from defects in
workmanship and materials for 1 year from the date of City’s receipt, except Signal Sidearm, which
Consultant warrants for 30 months from the date of City’s receipt. Axon warrants its Axon-manufactured
accessories for 90-days from the date of City’s receipt. Used conducted energy weapon (“CEW”) cartridges
are deemed to have operated properly. Extended warranties run from the expiration of the 1-year hardware
Product Purchase and Services Agreement between January 2025
City of South San Francisco and _______________ Page 6 of 33
warranty through the extended warranty term. Non-Axon manufactured Devices are not covered by
Consultant’s warranty. City should contact the manufacturer for support of non-Axon manufactured Devices.
Claims. If Consultant receives a valid warranty claim for an Axon manufactured Device during the warranty
term, Consultant’s sole responsibility is to repair or replace the Device with the same or like Device, at Axon’s
option. A replacement Axon Device will be new or like new. Consultant will warrant the replacement Axon
Device for the longer of (a) the remaining warranty of the original Axon Device or (b) 90-days from the date
of repair or replacement.
If City exchanges a device or part, the replacement item becomes City’s property, and the replaced item
becomes Consultant’s property. Before delivering an Axon Device for service, City must upload Axon Device
data to Axon Evidence or download it and retain a copy. Consultant is not responsible for any loss of software,
data, or other information contained in storage media or any part of the Axon Device sent to Consultant for
service.
Spare Axon Devices. For qualified purchases, Consultant may provide City a predetermined number of
spare Axon Devices as detailed in the Agreement (“Spare Axon Devices”). Spare Axon Devices are intended
to replace broken or non-functioning units while City submits the broken or non-functioning units, through
Consultant’s warranty return process. Consultant will repair or replace the unit with a replacement Axon
Device. Title and risk of loss for all Spare Axon Devices shall pass to City in accordance with shipping terms
herein. Consultant assumes no liability or obligation in the event City does not utilize Spare Axon Devices for
the intended purpose.
Limitations. Consultant’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 Consultant without Consultant’s written permission; or (f) Axon Devices with a defaced or
removed serial number.
“Axon Device” means all hardware provided by Consultant under this Agreement.
To the extent permitted by law, the above warranties and remedies are exclusive. Consultant
disclaims all other warranties, remedies, and conditions, whether oral, written, statutory, or implied. If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limited to
the duration of the warranty described above and by the provisions in this Agreement.
Consultant’s cumulative liability to the City for any loss or damage resulting from any claim, demand,
or action arising out of or relating to any Axon Device or Service will not exceed Five Million Dollars
($5,000,000). 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.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement,
Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and
Product Purchase and Services Agreement between January 2025
City of South San Francisco and _______________ Page 7 of 33
amounts of insurance listed below against claims for injuries to persons or damages to property that may
arise from or in connection with the performance of the work hereunder by the Consultant and its agents,
representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall
provide Certificates of Insurance, attached hereto and incorporated herein as Exhibit E, indicating that
Consultant has obtained or currently maintains insurance that meets the requirements and under satisfactory
forms of insurance set forth in this section, in all respects, to the City. Consultant shall maintain the insurance
policies required by this section throughout the term of this Agreement. Consultant shall not allow any
subcontractor to commence work on any subcontract until Consultant has obtained all insurance required
herein, unless otherwise waived or modified by the City’s Risk Manager.
4.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain Statutory
Workers’ Compensation Insurance in statutory limits and Employer’s Liability Insurance for
any and all persons employed by Consultant. The Employer’s Liability Insurance shall be
provided with limits of not less than ONE MILLION DOLLARS ($1,000,000) per
accident/employee. In the alternative, Consultant may rely on a self-insurance program to
meet those requirements, but only if the program of self-insurance complies fully with the
provisions of the California Labor Code. Determination of whether a self-insurance program
meets the standards of the Labor Code shall be solely in the discretion of the Risk Manager
and Consultant shall furnish information necessary for the Risk Manager to make such
determination upon request.
The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is
provided, shall waive all rights of subrogation against the City and its officers, officials,
employees, contractors, agents, representatives, and volunteers for loss arising from work
performed under this Agreement. Consultant agrees to obtain any endorsement that may be
necessary to affect this waiver of subrogation, but this provision applies regardless of
whether or not the City has received a waiver of subrogation endorsement from the insurer
The requirement to maintain Statutory Workers’ Compensation and Employer’s Liability
Insurance may be waived by the City upon written verification that Consultant is a sole
proprietor and does not have any employees. Consultant shall furnish information necessary
for the Risk Manager to make such determination upon request and shall complete and
submit to the City a Worker’s Compensation Waiver Affidavit form attached hereto and
incorporated herein as Exhibit H.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense and for the entire
term and duration of this Agreement, shall maintain (1) Commercial General Liability
insurance in an amount not less than TWO MILLION DOLLARS ($2,000,000.00)
per occurrence and FIVE MILLION DOLLARS ($5,000,000.00) in the aggregate;
and (2) Automobile Liability Insurance in an amount not less than TWO MILLION
DOLLARS ($2,000,000.00) combined single limit/per accident. If a Commercial
General Liability Insurance or an Automobile Liability form or other form with a
Product Purchase and Services Agreement between January 2025
City of South San Francisco and _______________ Page 8 of 33
general aggregate limit is used, either the general aggregate limit shall apply
separately to the work to be performed under this Agreement, or the general
aggregate limit shall be at least twice the required occurrence limit, and such general
aggregate limit shall not be less than the foregoing coverage amounts. Such
coverage shall include, but shall not be limited to, protection against claims arising
from bodily and personal injury, including death resulting there from, and damage
to property resulting from activities performed under this Agreement, including the
use of owned (or hired if Consultant does not own vehicles for professional uses)
and non-owned automobiles.
4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
CG 00 01 (most recent edition) covering Commercial General Liability on an
“occurrence” basis. Automobile coverage shall be at least as broad as Insurance
Services Office Automobile Liability form CA 00_01 (most recent edition) covering
any auto (Code 1), or if Consultant has no owned autos, hired (code 8) and non-
owned autos (Code 9). No endorsement shall be attached limiting the coverage.
4.2.3 Additional requirements. Each of the following shall be included in the insurance
coverage required hereunder or added as a certified endorsement to the policy:
a. The Commercial General and Automobile Liability insurances shall cover
on an occurrence or an accident basis, and not on a claims-made basis.
b. For any claims related to this Agreement or the work hereunder, the
Consultant’s insurance covered shall be primary and non-contributory (at
least as broad as ISO CG 20 01 04 13) with respect to the City, its officers,
officials, employees, agents, and volunteers. Any insurance or self-
insurance maintained by the City, its officers, officials, employees, agents,
or volunteers shall be excess of the Consultant’s insurance and shall not
contribute with it. This requirement shall also apply to any Excess policies.
c. Any failure of Consultant to comply with reporting provisions of the policy
shall not affect coverage provided to City and its officers, officials,
employees, agents, and volunteers.
4.3 Professional Liability Insurance. [This section may be deleted if not applicable.]
4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain for
the period covered by this Agreement professional liability insurance for licensed
professionals performing work pursuant to this Agreement in an amount not less
than TWO MILLION DOLLARS ($2,000,000) per claim and in the aggregate
covering the licensed professionals’ negligent errors and omissions in the
performance of the Services hereunder. Any deductible or self-insured retention
Product Purchase and Services Agreement between January 2025
City of South San Francisco and _______________ Page 9 of 33
shall not exceed ONE HUNDRED FIFTY THOUSAND DOLLARS $150,000 per
claim.
4.3.2 Claims-made limitations. The following provisions shall apply if the professional
liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before the
date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be provided
for at least five (5) years after completion of the Agreement or the work.
c. If coverage is canceled or not renewed and it is not replaced with another
claims-made policy form with a retroactive date that precedes the date of
this Agreement, Consultant must provide extended reporting coverage for
a minimum of five (5) years after completion of the Agreement or the work.
d. A copy of the claim reporting requirements must be submitted to the City
upon request with reasonable notice in writing to Consultant.
4.4 Cybersecurity/Liability Insurance.
4.4.1 General Requirements. Consultant, at its own cost and expense, shall maintain for
the period covered by this Agreement cybersecurity insurance in an amount not less than
ONE MILLION DOLLARS ($1,000,000) per occurrence and in the aggregate. Coverage shall
be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant
in this Agreement and shall include, but not be limited to, claims involving infringement of
intellectual property, including but not limited to infringement of copyright, trademark, trade
dress, invasion of privacy violations, information theft, damage to or destruction of electronic
information, release of private information, alteration of electronic information, extortion and
network security. The policy shall provide coverage for liabilities for financial loss resulting
or arising from acts, errors, or omissions, in rendering technology services, as follows:
a. Violation or infringement of any right of privacy, including breach of security
and breach of security/privacy laws, rules or regulations globally, now or
hereinafter constituted or amended;
b. Data theft, damage, unauthorized disclosure, destructions, or corruption,
including without limitation, unauthorized access, unauthorized use, identity
theft, theft of personally identifiable information or confidential City
information in whatever form, transmission of a computer virus or other type
of malicious code; and participation in a denial of service attack on third
party computer systems;
c. Loss or denial of service; and
Product Purchase and Services Agreement between January 2025
City of South San Francisco and _______________ Page 10 of 33
d. The policy shall not contain a cyber terrorism exclusion.
The cybersecurity/liability insurance coverage required herein must include
technology/professional liability including breach of contract, privacy and security liability,
privacy regulatory defense and payment of civil fines, payment of credit card provider
penalties, and breach response costs, including without limitation, notification costs,
forensics, credit protection services, call center services, identity theft protection services,
and crisis management/public relations services.
4.4.2 Security Breach Notification and Reporting. Consultant shall have policies and
procedures in place for the effective management of Security Breaches, as defined below,
which shall be made available to the City upon request. In the event of any actual security
breach or reasonable belief of an actual security breach the Consultant either suffers or
learns of that either compromises or could compromise the City’s data (a “Security Breach”),
Consultant shall notify the City within 48 hours of its discovery.
Consultant shall immediately determine the nature and extent of the Security Breach,
contain the incident by stopping the unauthorized practice, recover records, shut down the
system that was breached, revoke access and/or correct weaknesses in physical security.
Following the initial notice, Consultant shall provide a root cause analysis report to the City
identifying:
i. The nature of the Security Breach;
ii. The City data used or disclosed;
iii. Who made the unauthorized use or received the unauthorized disclosure;
iv. What the Consultant has done or shall do to mitigate any deleterious effect of the
unauthorized use or disclosure; and
v. What corrective action the Consultant has taken or shall take to prevent future
similar unauthorized use or disclosure. Consultant shall provide such other
information, including a written report, as reasonably requested by the City.
Consultant shall analyze and document the incident and provide all notices required
by applicable law.
4.5 All Policies Requirements.
4.5.1 Submittal Requirements. To comply with this Section 4, Consultant shall submit
the following to City:
a. Certificate of Liability Insurance in the amounts specified in the section,
attached hereto and incorporated herein as Exhibit E;
b. Additional Insured Endorsement as required for the General Commercial
and Automobile Liability Polices;
c. Waiver of Subrogation Endorsement as required by the section; and
Product Purchase and Services Agreement between January 2025
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d. Primary Insurance Endorsement as required by the section.
4.5.2 Acceptability of insurers. All insurance required by this section is to be placed
with insurers with a Bests' rating of no less than A:VII.
4.5.2 Timing and Content of Submittals. Prior to beginning any work under this
Agreement, Consultant shall furnish City with complete copies of all documents
listed in Subsection 4.5.1. All copies of endorsements shall show the signature of
a person authorized by that insurer to bind coverage on its behalf. If the City does
not receive the required insurance documents prior to the Consultant beginning
work, it shall not waive the Consultant’s obligation to provide them.
4.5.3 Notice of Reduction in or Cancellation/Non-Renewal of Coverage. Each
insurance policy required by this clause shall be endorsed to state that coverage
shall not be canceled by either party, except after 30 days’ prior written notice has
been provided to the City. Consultant shall notify City within 14 days of notification
from Consultant’s insurer if such coverage is suspended, voided or reduced in
coverage or in limits.
4.5.4 Additional insured; primary insurance. City and its officers, officials, employees,
agents, and volunteers shall be covered as additional insureds with respect to each
of the following: liability arising out of ongoing operations and activities performed
by or on behalf of Consultant, including the insured’s general supervision of
Consultant; products and completed operations of Consultant, as applicable;
premises owned, occupied, or used by Consultant; and automobiles owned (or hired
if no owned autos), leased, or used by the Consultant in the course of providing
services pursuant to this Agreement. The coverage shall be at least as broad as
ISO CG 2010 Scheduled form, or Automatic form CG 2038 for “ongoing operations”,
and at least as broad as ISO CG 2037 Scheduled form, or Automatic form CG 2040,
for “completed operations” contain no special limitations on the scope of protection
afforded to City or its officers, officials, employees, agents, or volunteers.
All certified endorsement forms, as required herein must be attached to the
certificate of insurance to evidence that all Additional Insured coverage is primary
insurance with respect to the City and its officers, officials, employees and
volunteers, and that no insurance or self-insurance maintained by the City shall be
called upon to contribute to a loss under the coverage.
4.5.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain
the approval of City for the self-insured retentions and deductibles before beginning
any of the services or work called for by any term of this Agreement. Further, if the
Consultant’s insurance policy includes a self-insured retention that must be paid by
a named insured as a precondition of the insurer’s liability, or which has the effect
of providing that payments of the self-insured retention by others, including
additional insureds or insurers do not serve to satisfy the self-insured retention, such
Product Purchase and Services Agreement between January 2025
City of South San Francisco and _______________ Page 12 of 33
provisions must be modified by special endorsement so as to not apply to the
additional insured coverage required by this Agreement so as to not prevent any of
the parties to this agreement from satisfying or paying the self-insured retention
required to be paid as a precondition to the insurer’s liability. Additionally, the
certificates of insurance must note whether the policy does or does not include any
self-insured retention and also must disclose the deductible.
During the period covered by this Agreement, only upon the prior express written
authorization of the Risk Manager, Consultant may increase such deductibles or
self-insured retentions with respect to City, its officers, employees, agents, and
volunteers. The Risk Manager may condition approval of an increase in deductible
or self-insured retention levels with a requirement that Consultant procure a bond,
guaranteeing payment of losses and related investigations, claim administration,
and defense expenses that is satisfactory in all respects to each of them.
4.5.6 Subcontractors/Subconsultants. Consultant shall include all subcontractors as
insureds under its policies or shall furnish separate certificates and certified
endorsements for each subcontractor. All coverages for subcontractors shall be
subject to all of the requirements stated herein, and Consultant shall ensure that
Entity is an additional insured on all coverages.
4.5.7 Wasting Policy. No insurance policy required by Section 4 shall include a “wasting”
policy limit except professional liability insurance.
4.5.8 Excess Insurance. If Consultant maintains higher insurance limits than the
minimum amounts required by this Agreement, City requires and shall be entitled to
coverage for the higher limits maintained by Consultant. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage shall
be available to the City.
4.5.9 Variation. The City may approve a variation in the foregoing insurance
requirements, upon a determination that the coverage, scope, limits, and forms of
such insurance are either not commercially available, or that the City’s interests are
otherwise fully protected.
4.6 Remedies. In addition to any other remedies City may have if Consultant fails to provide or
maintain any insurance policies or policy endorsements to the extent and within the time
herein required, City may, at its sole option exercise any of the following remedies, which
are alternatives to other remedies City may have and are not the exclusive remedy for
Consultant’s breach:
a. Obtain such insurance and deduct and retain the amount of the premiums for such
insurance from any sums due under the Agreement;
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b. Order Consultant to stop work under this Agreement or withhold any payment that
becomes due to Consultant hereunder, or both stop work and withhold any payment,
until Consultant demonstrates compliance with the requirements hereof; and/or
c. Terminate this Agreement.
4.7 Notice of Claim. Consultant shall immediately notify City of any claim or loss against
Consultant arising out of the work performed under this Agreement. City assumes no
obligation or liability by such notice, but has the right to monitor the handling of any such
claim.
Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES.
5.1 General Requirement. To the fullest extent permitted by law, Consultant shall indemnify,
defend with counsel approved by the City, and hold harmless the City and its officials,
officers, employees, agents, and volunteers (collectively, “City Indemnitees”) from and
against any and all causes of action, losses, liability, claims, suits, actions, damages,
expenses and costs ((including without limitation, attorney’s fees, and costs and fees of
litigation) (collectively, “Liability”) of every nature arising out of or in connection with
Consultant’s performance of the Services under this Agreement, or its failure to comply with
any of its obligations contained in this Agreement, or its failure to comply with any applicable
law or regulation.
The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage
to property, or violation of law arises wholly from the gross negligence or willful misconduct
of the City or its officers, officials, employees, agents, or volunteers and (2) the actions of
Consultant or its employees, subcontractor, or agents have contributed in no part to the
injury, loss of life, damage to property, or violation of law.
It is understood that the duty of Consultant to indemnify and hold harmless includes the duty
to defend as set forth in Section 2778 of the California Civil Code. With respect to third party
claims against Consultant, Consultant waives any and all rights of any type to express or
implied indemnity against the Indemnitees.
Acceptance by City of insurance certificates and endorsements required under this
Agreement does not relieve Consultant from liability under this indemnification and hold
harmless clause. This indemnification and hold harmless clause shall apply to any damages
or claims for damages whether or not such insurance policies shall have been determined
to apply. By execution of this Agreement, Consultant acknowledges and agrees to the
provisions of this Section and that it is a material element of consideration.
Consultant’s obligation to defend and indemnify shall not be excused because of the
Consultant’s inability to evaluate Liability or because Consultant evaluates Liability and
determines that the Consultant is not liable to the claimant. Consultant must respond within
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30 days to the tender of any claim for defense and indemnity by the City, unless this time
has been extended by the City in writing. If Consultant fails to accept or reject a tender of
defense and indemnity within 30 days, in addition to any other remedy authorized by law, so
much of the money due the Consultant under and by virtue of this Agreement as shall
reasonably be considered necessary by the City, may be retained by the City until disposition
has been made of the claim or suit for damages, or until the Consultant accepts or rejects
the tender of defense, whichever occurs first. This requirement for acceptance or rejection
of a tender of defense shall apply regardless of the application of any theories of comparative
fault.
5.2 PERS Indemnification. In the event that Consultant or any employee, agent, or
subcontractor of Consultant providing services under this Agreement is determined by a
court of competent jurisdiction or the California Public Employees Retirement System
(PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall
indemnify, defend, and hold harmless City for the payment of any employee and/or employer
contributions for PERS benefits on behalf of Consultant or its employees, agents, or
subcontractors, as well as for the payment of any penalties and interest on such
contributions, which would otherwise be the responsibility of City.
5.3 Design Professionals. Notwithstanding Sections 5.1 and 5.2, to the extent that the
services under this Agreement include design professional services subject to California
Civil Code Section 2782.8, as may be amended from time to time, Consultant’s duty to
indemnify shall only be to the maximum extent permitted by California Civil Code Section
2782.8. The duty of a "design professional" to indemnify and defend the City is limited to
claims that arise out of, pertain to, or relate to the negligence, recklessness or willful
misconduct of the design professional, under Civ. Code § 2782.8. Except as otherwise
authorized by Civ. Code § 2782.8, the cost to defend charged to any “design professional”
shall not exceed the design professional’s proportionate percentage fault. Consultant shall
furnish to the City, upon request in writing, any necessary information for determining
whether Consultant qualifies as a “design professional” for the purposes for Civ. Code §
2782.8.
5.4 Construction Contracts. Notwithstanding Sections 5.1 and 5.2, to the extent this
Agreement is a “construction contract” as defined by California Civil Code Section 2782, as
may be amended from time to time, such duties of Consultant to indemnify shall not apply
when to do so would be prohibited by California Civil Code Section 2782.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall
be an independent contractor and shall not be an employee of City. City shall have the right
to control Consultant only insofar as the results of Consultant's services rendered pursuant
to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however,
otherwise City shall not have the right to control the means by which Consultant
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accomplishes services rendered pursuant to this Agreement. Notwithstanding any other
City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant
and any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all
claims to, any compensation, benefit, or any incident of employment by City, including but
not limited to eligibility to enroll in the California Public Employees Retirement System
(PERS) as an employee of City and entitlement to any contribution to be paid by City for
employer contributions and/or employee contributions for PERS benefits.
6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent
or to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement. Any action
to enforce or interpret this Agreement shall be brought in a court of competent jurisdiction in
the County of San Mateo, California.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with
all laws applicable to the performance of the work hereunder. Consultant’s failure to comply
with any law(s) or regulation(s) applicable to the performance of the work hereunder shall
constitute a breach of contract.
7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by
fiscal assistance from another governmental entity, Consultant and any subcontractors shall
comply with all applicable rules and regulations to which City is bound by the terms of such
fiscal assistance program.
7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its
employees, agents, and any subcontractors have all licenses, permits, qualifications, and
approvals, including from City, of what-so-ever nature that are legally required to practice
their respective professions. Consultant represents and warrants to City that Consultant and
its employees, agents, any subcontractors shall, at their sole cost and expense, keep in
effect at all times during the term of this Agreement any licenses, permits, and approvals
that are legally required to practice their respective professions. In addition to the foregoing,
Consultant and any subcontractors shall obtain and maintain during the term of this
Agreement valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the
basis of a person’s race, religion, color, national origin, age, physical or mental handicap or
disability, medical condition, genetic information, marital status, sex or sexual orientation,
gender or gender identity, against any employee, applicant for employment, subcontractor,
bidder for a subcontract, or participant in, recipient of, or applicant for any services or
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programs provided by Consultant under this Agreement. Consultant shall comply with all
applicable federal, state, and local laws, policies, rules, and requirements related to equal
opportunity and nondiscrimination in employment, contracting, and the provision of any
services that are the subject of this Agreement, including but not limited to the satisfaction
of any positive obligations required of Consultant thereby.
Consultant shall include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon written
notification to Consultant.
Consultant may cancel this Agreement for cause upon 30 days’ written notice to City and
shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services
performed to the date of notice of termination; City, however, may condition payment of such
compensation upon Consultant delivering to City all materials described in Section 9.1.
8.2 Extension. City may, in its sole and exclusive discretion, extend the Term of this Agreement
beyond the end date provided for in Subsection 1.1. Any such extension shall require a
written amendment to this Agreement, as provided for herein. Consultant understands and
agrees that, if City grants such an extension, City shall have no obligation to provide
Consultant with compensation beyond the maximum amount provided for in this Agreement.
Similarly, unless authorized by the Contract Administrator, City shall have no obligation to
reimburse Consultant for any otherwise reimbursable expenses incurred during the
extension period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the
parties.
8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this
Agreement contemplates personal performance by Consultant and is based upon a
determination of Consultant’s unique personal competence, experience, and specialized
personal knowledge. Moreover, a substantial inducement to City for entering into this
Agreement was and is the professional reputation and competence of Consultant.
Consultant may not assign this Agreement or any interest therein without the prior written
approval of the Contract Administrator. Consultant shall not assign or subcontract any
portion of the performance contemplated and provided for herein, other than to the
subcontractors noted in the proposal, without prior written approval of the Contract
Administrator.
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8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions
of this Agreement allocating liability between City and Consultant shall survive the
termination of this Agreement.
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms
of this Agreement, City’s remedies shall include, but not be limited to, the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A not
finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work described
in Exhibit A that is unfinished at the time of breach and the amount that City would
have paid Consultant pursuant to Section 2 if Consultant had completed the work.
8.6.5 No remedy mentioned in this Agreement is intended to be exclusive of any other
right, power or remedy permitted by law. Neither the failure nor any delay on the
part of the City to exercise any such rights and remedies shall operate as a waiver
thereof, nor shall any single or partial exercise by the City of any such right or
remedy preclude any other or further exercise of such right or remedy, or any other
right or remedy.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models,
charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records,
files, or any other documents or materials, in electronic or any other form, that Consultant
prepares or obtains pursuant to this Agreement and that relate to the matters covered
hereunder (“Work Product”) shall be the property of the City. Consultant hereby agrees to
deliver those documents to the City upon termination of the Agreement, and the City may
use, reuse or otherwise dispose of the documents without Consultant’s permission. It is
understood and agreed that the documents and other materials, including but not limited to
those described above, prepared pursuant to this Agreement are prepared specifically for
the City and are not necessarily suitable for any future or other use. City and Consultant
agree that, until final approval by City, all data, plans, specifications, reports and other
documents are confidential and will not be released to third parties without prior written
consent of both parties unless required by law.
However, notwithstanding the foregoing, Consultant shall retain all rights, titles, and
interests, including but not limited to all ownership and intellectual property rights, in all
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inventions, improvements, discoveries, methodologies, models, formats, software,
algorithms, processes, procedures, designs, specifications, findings, and other intellectual
properties developed, gathered, compiled or produced by Consultant prior to or
independently of any of its services under this Agreement (“Background IP”), including such
Background IP that Consultant may employ in the performance of this Agreement, or may
incorporate into any part of the Work Product. Consultant grants City an irrevocable, non-
exclusive, transferable, royalty-free license in perpetuity to use, disclose, and derive from
such Background IP, but only as an inseparable part of the Work Product. Third-party
content that may be used or incorporated in the Work Product shall not become the property
of City. Consultant shall secure all licenses necessary to any third-party content incorporated
into Consultant’s Work Product for City to utilize Consultant’s services and the Work Product
for their intended purposes.
9.2 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books
of account, invoices, vouchers, canceled checks, and other records or documents
evidencing or relating to charges for services or expenditures and disbursements charged
to the City under this Agreement for a minimum of three (3) years, or for any longer period
required by law, from the date of final payment to the Consultant to this Agreement. All such
records shall be maintained in accordance with generally accepted accounting principles
and shall be clearly identified and readily accessible.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this
Agreement requires Consultant to maintain shall be made available for inspection, audit,
and/or copying at any time during regular business hours, upon oral or written request of the
City. Under California Government Code Section 8546.7, if the amount of public funds
expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the
Agreement shall be subject to the examination and audit of the State Auditor, at the request
of City or as part of any audit of the City, for a period of three (3) years after final payment
under the Agreement.
9.4 Records Submitted in Response to an Invitation to Bid or Request for Proposals. All
responses to a Request for Proposals (RFP) or invitation to bid issued by the City become
the exclusive property of the City. At such time as the City selects a bid, all proposals
received become a matter of public record, and shall be regarded as public records, with the
exception of those elements in each proposal that are defined by Consultant and plainly
marked as “Confidential,” "Business Secret" or “Trade Secret."
The City shall not be liable or in any way responsible for the disclosure of any such proposal
or portions thereof, if Consultant has not plainly marked it as a "Trade Secret" or "Business
Secret," or if disclosure is required under the Public Records Act.
Although the California Public Records Act recognizes that certain confidential trade secret
information may be protected from disclosure, the City may not be in a position to establish
that the information that a prospective bidder submits is a trade secret. If a request is made
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for information marked "Trade Secret" or "Business Secret," and the requester takes legal
action seeking release of the materials it believes does not constitute trade secret
information, by submitting a proposal, Consultant agrees to indemnify, defend and hold
harmless the City, its agents and employees, from any judgment, fines, penalties, and award
of attorney’s fees awarded against the City in favor of the party requesting the information,
and any and all costs connected with that defense. This obligation to indemnify the City
survives the City's award of the contract. Consultant agrees that this indemnification
survives as long as the trade secret information is in the City's possession, which includes
a minimum retention period for such documents.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including arbitration or an
action for declaratory relief, to enforce or interpret the provision of this Agreement, the
prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief
to which that party may be entitled. The court may set such fees in the same action or in a
separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this
Agreement, the parties agree that trial of such action shall be vested exclusively in the state
courts of California in the County San Mateo or in the United States District Court for the
Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so
adjudged shall remain in full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term
of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies
and other printed material on recycled paper to the extent it is available at equal or less cost
than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within
the corporate limits of City or whose business, regardless of location, would place Consultant
in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at
California Government Code Section 81000 et seq.
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Consultant shall not employ any City official in the work performed pursuant to this
Agreement. No officer or employee of City shall have any financial interest in this Agreement
that would violate California Government Code Sections 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12)
months, an employee, agent, appointee, or official of the City. If Consultant was an
employee, agent, appointee, or official of the City in the previous twelve (12) months,
Consultant warrants that it did not participate in any manner in the forming of this Agreement.
Consultant understands that, if this Agreement is made in violation of Government Code
§1090 et. seq., the entire Agreement is void and Consultant will not be entitled to any
compensation for services performed pursuant to this Agreement, including reimbursement
of expenses, and Consultant will be required to reimburse the City for any sums paid to the
Consultant. Consultant understands that, in addition to the foregoing, it may be subject to
criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be
disqualified from holding public office in the State of California.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or
interview related to this Agreement, either orally or through any written materials.
10.9 Contract Administration. This Agreement shall be administered by _______________
("Contract Administrator"). All correspondence shall be directed to or through the Contract
Administrator or his or her designee.
10.10 Notices. All notices and other communications which are required or may be given under
this Agreement shall be in writing and shall be deemed to have been duly given (i) when
received if personally delivered; (ii) when received if transmitted by email transmission or
fax, if received during normal business hours before 5:00 p.m. on a business day (or if not,
the next business day after delivery) provided that such email transmission or facsimile is
legible and that at the time such email or fax is sent the sending Party receives written
confirmation of receipt; (iii) if sent for next day delivery to a domestic address by recognized
overnight delivery service (e.g., Federal Express); and (iv) upon receipt, if sent by certified
or registered mail, return receipt requested. In each case notice shall be sent to the
respective Parties as follows:
Consultant
___________________________
___________________________
___________________________
___________________________
Email: _____________________
City:
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City Clerk
City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
Email: ______________________
10.11 Professional Seal. Where applicable in the determination of the contract administrator, the
first page of a technical report, first page of design specifications, and each page of
construction drawings shall be stamped/sealed and signed by the licensed professional
responsible for the report/design preparation. The stamp/seal shall be in a block entitled
"Seal and Signature of Registered Professional with report/design responsibility," as in the
following example.
Seal and Signature of Registered Professional with
report/design responsibility.
10.12 Integration. This Agreement, including all Exhibits attached hereto, and incorporated
herein, represents the entire and integrated agreement between City and Consultant and
supersedes all prior negotiations, representations, or agreements, either written or oral
pertaining to the matters herein.
10.13 Counterparts. This Agreement may be executed in counterparts and/or by facsimile or
other electronic means, and when each Party has signed and delivered at least one such
counterpart, each counterpart shall be deemed an original, and, when taken together with
other signed counterpart, shall constitute one Agreement, which shall be binding upon and
effective as to all Parties.
10.14 Construction. The headings in this Agreement are for the purpose of reference only and
shall not limit or otherwise affect any of the terms of this Agreement. The parties have had
an equal opportunity to participate in the drafting of this Agreement; therefore any
construction as against the drafting party shall not apply to this Agreement.
10.15 Business License. All consultants shall be required to maintain a current business license
with the City of South San Francisco and attached as Exhibit F.
10.16 Force Majeure. Consultant is not liable for any delay in performance or non-performance
caused by acts of God, war, civil disturbance, government action, labor dispute, pandemic,
government imposed travel restrictions or quarantine, trade embargoes, border closures, or
another event that is beyond Consultant 's reasonable control or reasonable ability to
foresee, and that cannot be mitigated with due diligence. The time of performance shall be
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extended for the duration of the above force majeure event necessary to proceed with or
complete services. This provision does not otherwise relieve Consultant of applicable
obligations not impacted by said force majeure event.
The Parties have executed this Agreement as of the Effective Date.
[Signatures on the Following Page]
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CITY OF SOUTH SAN FRANCISCO Consultants
_________________________________ ____________________________
City Manager NAME:
TITLE:
Attest:
_____________________________
City Clerk
Approved as to Form:
____________________________
City Attorney
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EXHIBIT A
SCOPE OF SERVICES
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EXHIBIT B
COMPENSATION SCHEDULE AND REIMBURSABLE EXPENSES (IF ANY)
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EXHIBIT C
PROVISIONS REQUIRED FOR PUBLIC WORKS CONTRACTS
PURSUANT TO CALIFORNIA LABOR CODE SECTION 1720 ET SEQ.
HOURS OF WORK:
A. In accordance with California Labor Code Section 1810, 8 hours of labor in performance of the
services described in Exhibit A shall constitute a legal day’s work under this contract.
B. In accordance with California Labor Code Section 1811, the time of service of any worker employed
in performance of the services described in Exhibit A is limited to eight hours during any one calendar
day, and forty hours during any one calendar week, except in accordance with California Labor Code
Section 1815, which provides that work in excess of eight hours during any one calendar day and
forty hours during any one calendar week is permitted upon compensation for all hours worked in
excess of eight hours during any one calendar day and forty hours during any one calendar week at
not less than one-and-one-half times the basic rate of pay.
C. The Consultant and its subcontractors shall forfeit as a penalty to the City $25 for each worker
employed in the performance of the services described in Exhibit A for each calendar day during
which the worker is required or permitted to work more than 8 hours in any one calendar day, or
more than 40 hours in any one calendar week, in violation of the provisions of California Labor Code
Section 1810 and following.
WAGES:
A. In accordance with California Labor Code Section 1773.2, the City has determined the general
prevailing wages in the locality in which the services described in Exhibit A are to be performed for
each craft or type of work needed to be as published by the State of California Department of
Industrial Relations, Division of Labor Statistics and Research, a copy of which is on file in the City
Public Works Office and shall be made available on request. The Consultant and subcontractors
engaged in the performance of the services described in Exhibit A shall pay no less than these rates
to all persons engaged in performance of the services described in Exhibit A.
B. In accordance with Labor Code Section 1775, the Consultant and any subcontractors engaged in
performance of the services described in Exhibit A shall comply Labor Code Section 1775, which
establishes a penalty of up to $50 per day for each worker engaged in the performance of the
services described in Exhibit A that the Consultant or any subcontractor pays less than the specified
prevailing wage. The amount of such penalty shall be determined by the Labor Commissioner and
shall be based on consideration of the mistake, inadvertence, or neglect of the Consultant or
subcontractor in failing to pay the correct rate of prevailing wages, or the previous record of the
Consultant or subcontractor in meeting applicable prevailing wage obligations, or the willful failure
by the Consultant or subcontractor to pay the correct rates of prevailing wages. A mistake,
inadvertence, or neglect in failing to pay the correct rate of prevailing wages is not excusable if the
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Consultant or subcontractor had knowledge of their obligations under the California Labor Code.
The Consultant or subcontractor shall pay the difference between the prevailing wage rates and the
amount paid to each worker for each calendar day or portion thereof for which each worker was paid
less than the prevailing wage rate. If a subcontractor worker engaged in performance of the services
described in Exhibit A is not paid the general prevailing per diem wages by the subcontractor, the
Consultant is not liable for any penalties therefore unless the Consultant had knowledge of that failure
or unless the Consultant fails to comply with all of the following requirements:
a. The contract executed between the Consultant and the subcontractor for the performance
of part of the services described in Exhibit A shall include a copy of the provisions of
California Labor Code Sections 1771, 1775, 1776, 1777.5, 1813, and 1815.
b. The Consultant shall monitor payment of the specified general prevailing rate of per diem
wages by the subcontractor by periodic review of the subcontractor’s certified payroll
records.
c. Upon becoming aware of a subcontractor’s failure to pay the specified prevailing rate of
wages, the Consultant shall diligently take corrective action to halt or rectify the failure,
including, but not limited to, retaining sufficient funds due the subcontractor for performance
of the services described in Exhibit A.
d. Prior to making final payment to the subcontractor, the Consultant shall obtain an affidavit
signed under penalty of perjury from the subcontractor that the subcontractor has paid the
specified general prevailing rate of per diem wages for employees engaged in the
performance of the services described in Exhibit A and any amounts due pursuant to
California Labor Code Section 1813.
C. In accordance with California Labor Code Section 1776, the Consultant and each subcontractor
engaged in performance of the services described in Exhibit A shall keep accurate payroll records
showing the name, address, social security number, work, straight time and overtime hours worked
each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or
other employee employed in performance of the services described in Exhibit A. Each payroll record
shall contain or be verified by a written declaration that it is made under penalty of perjury, stating
both of the following:
a. The information contained in the payroll record is true and correct.
b. The employer has complied with the requirements of Sections 1771, 1811, and 1815 for any
work performed by the employer’s employees on the public works project.
D. The payroll records required pursuant to California Labor Code Section 1776 shall be certified and
shall be available for inspection by the Owner and its authorized representatives, the Division of
Labor Standards Enforcement, the Division of Apprenticeship Standards of the Department of
Industrial Relations and shall otherwise be available for inspection in accordance with California
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Labor Code Section 1776.
E. In accordance with California Labor Code Section 1777.5, the Consultant, on behalf of the Consultant
and any subcontractors engaged in performance of the services described in Exhibit A, shall be
responsible for ensuring compliance with California Labor Code Section 1777.5 governing
employment and payment of apprentices on public works contracts.
F. In case it becomes necessary for the Consultant or any subcontractor engaged in performance of
the services described in Exhibit A to employ for the services described in Exhibit A any person in a
trade or occupation (except executive, supervisory, administrative, clerical, or other non manual
workers as such) for which no minimum wage rate has been determined by the Director of the
Department of Industrial Relations, the Contractor shall pay the minimum rate of wages specified
therein for the classification which most nearly corresponds to services described in Exhibit A to be
performed by that person. The minimum rate thus furnished shall be applicable as a minimum for
such trade or occupation from the time of the initial employment of the person affected and during
the continuance of such employment.
Product Purchase and Services Agreement between January 2025
City of South San Francisco and _______________ Page 29 of 33
EXHIBIT D
FORM 590 (IF APPLICABLE)
Product Purchase and Services Agreement between January 2025
City of South San Francisco and _______________ Page 30 of 33
EXHIBIT E
INSURANCE CERTIFICATES
Product Purchase and Services Agreement between January 2025
City of South San Francisco and _______________ Page 31 of 33
EXHIBIT F
BUSINESS LICENSE
Product Purchase and Services Agreement between January 2025
City of South San Francisco and _______________ Page 32 of 33
EXHIBIT G
Electronic Use Addendum Pursuant to Section 3.1
Pursuant to Section 3.1, if Consultant is provided access to City computer hardware or network files, or both,
pursuant to this Agreement to provide services, Consultant shall agree to and comply with the following
provisions:
1) The City’s electronic communication equipment and resources (including but not limited to tablets,
computers, laptops, fax, photocopier, phone, radio, other electronic or communications equipment,
software, cloud storage, and internet access) are provided for the purpose of conducting City
business and shall not be used for personal purposes.
2) All electronic communications that are created, received, transferred to or from the City, or
maintained on City computer systems or other City electronic communication equipment and
resources are the property of the City. If Consultant uses the City's electronic communication
equipment and resources, Consultant will not have an expectation or right of privacy in such uses.
The City reserves the right to monitor the use of such equipment and resources to ensure that they
are being used for business purposes. Any use of the City's electronic equipment and resources
constitutes consent to have such use monitored by the City at its discretion.
3) Reasonable care should be taken to prevent equipment loss or damage. Consultant shall be
responsible for the cost of intentional damage or reckless loss of assigned communications
equipment.
4) If Consultant is granted access to City network files or cloud storage, Consultant shall not access or
retrieve, or attempt to access or retrieve, files or network drives and folders to which Consultant is
not specifically authorized to do so. Consultant shall not make copies, download, or otherwise
duplicate (or make attempts to do so), any City files, cloud storage, or network drive data. In no event
shall Consultant download or install hardware or software on any City computer or network drive, nor
shall Consultant store any files on City cloud storage.
5) Consultant shall not have access to any privileged communication, including attorney-client
privileged communications, at any time.
6) Consultant shall not use equipment or resources to access secured websites without authorization.
Nor shall Consultant use the equipment or resources without the knowledge or permission of City
management to enter any secured on-line websites in which the City has a membership and/or an
account. This includes all forms of hacking, or using another person's login name or password without
authorization to access such websites.
7) Consultant shall comply with all federal, state, local laws and regulations, and all applicable City
policies in accessing electronic communication equipment and resources.
Product Purchase and Services Agreement between January 2025
City of South San Francisco and _______________ Page 33 of 33
EXHIBIT H
Worker’s Compensation Exemption Affidavit
[ATTACH EXEMPTION FORM HERE]
Page 1 Q-702055-45813AE
Q-702055-45813AE
Issued: 06/05/2025
Quote Expiration: 07/31/2025
Estimated Contract Start Date: 12/01/2025
Account Number: 123779
Payment Terms: N30
Mode of Delivery: UPS-GND
Credit/Debit Amount: $0.00
SHIP TO BILL TO SALES REPRESENTATIVE PRIMARY CONTACT
South San Francisco Police Department - CA
1 Chestnut Ave
South San Francisco,
CA
94080-3228
USA
South San Francisco Police Department - CA
1 Chestnut Ave
South San Francisco
CA
94080-3228
USA
Email:
94-6000435
Kyle Panasewicz
Phone: +1 4803294734
Email: kpanasewicz@axon.com
Fax: (480) 905-2071
Chris Devan
Phone: (650) 877-8900
Email: chris.devan@ssf.net
Fax:
Quote Summary Discount Summary
Program Length 60 Months Average Savings Per Year $13,196.89
TOTAL COST $780,043.97
ESTIMATED TOTAL W/ TAX $800,000.00 TOTAL SAVINGS $65,984.43
Axon Enterprise, Inc.
17800 N 85th St.
Scottsdale, Arizona 85255
United States
VAT: 86-0741227
Domestic: (800) 978-2737
International: +1.800.978.2737
Page 2 Q-702055-45813AE
Payment Summary
Date Subtotal Tax Total
Nov 2025 $156,008.80 $3,991.20 $160,000.00
Nov 2026 $156,008.80 $3,991.20 $160,000.00
Nov 2027 $156,008.80 $3,991.20 $160,000.00
Nov 2028 $156,008.80 $3,991.20 $160,000.00
Nov 2029 $156,008.77 $3,991.23 $160,000.00
Total $780,043.97 $19,956.03 $800,000.00
Page 3 Q-702055-45813AE
Quote Unbundled Price:$846,028.40
Quote List Price:$846,028.40
Quote Subtotal:$780,043.97
Pricing
All deliverables are detailed in Delivery Schedules section lower in proposal
Item Description Qty Term Unbundled List Price Net Price Subtotal Tax Total
A la Carte Hardware
100435 SKYDIO - BATTERY - X10 ADVANCED RESERVATION 2 $369.00 $369.00 $738.00 $72.87 $810.87
101229 AXON AIR - SKYDIO SPOTLIGHT FOR X10 3 $265.00 $265.00 $795.00 $78.51 $873.51
101225 AXON AIR - SKYDIO X10 RTK/PPK 1 $920.00 $920.00 $920.00 $90.85 $1,010.85
101211 AXON AIR - SKYDIO SPEAKER FOR X10 3 $320.00 $320.00 $960.00 $94.80 $1,054.80
101261 AXON AIR - SKYDIO NIGHTSENSE IR FILTER FOR X10 3 $2,800.00 $2,800.00 $8,400.00 $829.50 $9,229.50
101250 AXON AIR - SKYDIO PARACHUTE FOR X10 3 $4,000.00 $4,000.00 $12,000.00 $1,185.00 $13,185.00
100418 SKYDIO - X10 ST KIT W/ BATT - 2.4/5 GHZ LTE IR NA
VT300L 1 $15,196.40 $15,196.40 $15,196.40 $1,500.65 $16,697.05
101561 AXON AIR - SKYDIO X10 DOCK BUN 2.4/5 GHZ CELL IR
NA VT300-Z 3 $54,359.00 $54,359.00 $163,077.00 $16,103.85 $179,180.85
A la Carte Software
101231 AXON AIR - SKYDIO 3D SCAN FOR X10 1 60 $350.00 $350.00 $21,000.00 $0.00 $21,000.00
101199 AXON AIR - SKYDIO DFR COMMAND (T-MOBILE)6 60 $830.00 $830.00 $298,800.00 $0.00 $298,800.00
A la Carte Services
100966 AXON AIR - SKYDIO WAIVER APPLICATION - OPERATOR
LAUNCH 1 $20,000.00 $0.00 $0.00 $0.00 $0.00
12021 AXON AIR - VIRTUAL ONBOARDING 1 $2,500.00 $0.00 $0.00 $0.00 $0.00
101499 AXON AIR - SKYDIO - DEPLOYMENT - DOCK FOR X10 2 $35,250.00 $14,661.79 $29,323.58 $0.00 $29,323.58
101502 AXON AIR - SKYDIO - DEPLOYMENT AND TRAINING -
DOCK FOR X10 1 $46,250.00 $46,250.00 $46,250.00 $0.00 $46,250.00
101620 AXON AIR - SKYDIO - MAINTENANCE AND REPAIR FOR
X10 DOCK 3 60 $825.00 $825.00 $148,500.00 $0.00 $148,500.00
A la Carte Warranties
101510 AXON AIR - SKYDIO - CARE FOR X10 + VT300-L 3YR 1 $4,898.00 $2,589.99 $2,589.99 $0.00 $2,589.99
101508 AXON AIR - SKYDIO - CARE FOR X10 CELLULAR 5G +
VT300-Z 3YR 6 $5,249.00 $5,249.00 $31,494.00 $0.00 $31,494.00
Total $780,043.97 $19,956.03 $800,000.00
Delivery Schedule
Hardware
Bundle Item Description QTY Shipping Location Estimated Delivery Date
A la Carte 100418 SKYDIO - X10 ST KIT W/ BATT - 2.4/5 GHZ LTE IR NA VT300L 1 1 11/01/2025
A la Carte 100435 SKYDIO - BATTERY - X10 ADVANCED RESERVATION 2 1 11/01/2025
A la Carte 101211 AXON AIR - SKYDIO SPEAKER FOR X10 3 1 11/01/2025
A la Carte 101225 AXON AIR - SKYDIO X10 RTK/PPK 1 1 11/01/2025
A la Carte 101229 AXON AIR - SKYDIO SPOTLIGHT FOR X10 3 1 11/01/2025
Page 4 Q-702055-45813AE
Hardware
Bundle Item Description QTY Shipping Location Estimated Delivery Date
A la Carte 101250 AXON AIR - SKYDIO PARACHUTE FOR X10 3 1 11/01/2025
A la Carte 101261 AXON AIR - SKYDIO NIGHTSENSE IR FILTER FOR X10 3 1 11/01/2025
A la Carte 101561 AXON AIR - SKYDIO X10 DOCK BUN 2.4/5 GHZ CELL IR NA
VT300-Z 3 1 11/01/2025
Software
Bundle Item Description QTY Estimated Start Date Estimated End Date
A la Carte 101199 AXON AIR - SKYDIO DFR COMMAND (T-MOBILE)6 12/01/2025 11/30/2030
A la Carte 101231 AXON AIR - SKYDIO 3D SCAN FOR X10 1 12/01/2025 11/30/2030
Services
Bundle Item Description QTY
A la Carte 100966 AXON AIR - SKYDIO WAIVER APPLICATION - OPERATOR LAUNCH 1
A la Carte 101499 AXON AIR - SKYDIO - DEPLOYMENT - DOCK FOR X10 2
A la Carte 101502 AXON AIR - SKYDIO - DEPLOYMENT AND TRAINING - DOCK FOR X10 1
A la Carte 101620 AXON AIR - SKYDIO - MAINTENANCE AND REPAIR FOR X10 DOCK 3
A la Carte 12021 AXON AIR - VIRTUAL ONBOARDING 1
Warranties
Bundle Item Description QTY Estimated Start Date Estimated End Date
A la Carte 101508 AXON AIR - SKYDIO - CARE FOR X10 CELLULAR 5G + VT300-Z 3YR 6
A la Carte 101510 AXON AIR - SKYDIO - CARE FOR X10 + VT300-L 3YR 1
Page 5 Q-702055-45813AE
Shipping Locations
Location Number Street City State Zip Country
1 1 Chestnut Ave South San Francisco CA 94080-3228 USA
Payment Details
Nov 2025
Invoice Plan Item Description Qty Subtotal Tax Total
Year 1 100418 SKYDIO - X10 ST KIT W/ BATT - 2.4/5 GHZ LTE IR NA VT300L 1 $3,039.28 $300.13 $3,339.41
Year 1 100435 SKYDIO - BATTERY - X10 ADVANCED RESERVATION 2 $147.60 $14.57 $162.17
Year 1 100966 AXON AIR - SKYDIO WAIVER APPLICATION - OPERATOR LAUNCH 1 $0.00 $0.00 $0.00
Year 1 101199 AXON AIR - SKYDIO DFR COMMAND (T-MOBILE)6 $59,760.00 $0.00 $59,760.00
Year 1 101211 AXON AIR - SKYDIO SPEAKER FOR X10 3 $192.00 $18.96 $210.96
Year 1 101225 AXON AIR - SKYDIO X10 RTK/PPK 1 $184.00 $18.17 $202.17
Year 1 101229 AXON AIR - SKYDIO SPOTLIGHT FOR X10 3 $159.00 $15.70 $174.70
Year 1 101231 AXON AIR - SKYDIO 3D SCAN FOR X10 1 $4,200.00 $0.00 $4,200.00
Year 1 101250 AXON AIR - SKYDIO PARACHUTE FOR X10 3 $2,400.00 $237.00 $2,637.00
Year 1 101261 AXON AIR - SKYDIO NIGHTSENSE IR FILTER FOR X10 3 $1,680.00 $165.90 $1,845.90
Year 1 101499 AXON AIR - SKYDIO - DEPLOYMENT - DOCK FOR X10 2 $5,864.72 $0.00 $5,864.72
Year 1 101502 AXON AIR - SKYDIO - DEPLOYMENT AND TRAINING - DOCK FOR X10 1 $9,250.00 $0.00 $9,250.00
Year 1 101508 AXON AIR - SKYDIO - CARE FOR X10 CELLULAR 5G + VT300-Z 3YR 6 $6,298.80 $0.00 $6,298.80
Year 1 101510 AXON AIR - SKYDIO - CARE FOR X10 + VT300-L 3YR 1 $518.00 $0.00 $518.00
Year 1 101561 AXON AIR - SKYDIO X10 DOCK BUN 2.4/5 GHZ CELL IR NA VT300-Z 3 $32,615.40 $3,220.77 $35,836.17
Year 1 101620 AXON AIR - SKYDIO - MAINTENANCE AND REPAIR FOR X10 DOCK 3 $29,700.00 $0.00 $29,700.00
Year 1 12021 AXON AIR - VIRTUAL ONBOARDING 1 $0.00 $0.00 $0.00
Total $156,008.80 $3,991.20 $160,000.00
Nov 2026
Invoice Plan Item Description Qty Subtotal Tax Total
Year 2 100418 SKYDIO - X10 ST KIT W/ BATT - 2.4/5 GHZ LTE IR NA VT300L 1 $3,039.28 $300.13 $3,339.41
Year 2 100435 SKYDIO - BATTERY - X10 ADVANCED RESERVATION 2 $147.60 $14.57 $162.17
Year 2 100966 AXON AIR - SKYDIO WAIVER APPLICATION - OPERATOR LAUNCH 1 $0.00 $0.00 $0.00
Year 2 101199 AXON AIR - SKYDIO DFR COMMAND (T-MOBILE)6 $59,760.00 $0.00 $59,760.00
Year 2 101211 AXON AIR - SKYDIO SPEAKER FOR X10 3 $192.00 $18.96 $210.96
Year 2 101225 AXON AIR - SKYDIO X10 RTK/PPK 1 $184.00 $18.17 $202.17
Year 2 101229 AXON AIR - SKYDIO SPOTLIGHT FOR X10 3 $159.00 $15.70 $174.70
Year 2 101231 AXON AIR - SKYDIO 3D SCAN FOR X10 1 $4,200.00 $0.00 $4,200.00
Year 2 101250 AXON AIR - SKYDIO PARACHUTE FOR X10 3 $2,400.00 $237.00 $2,637.00
Year 2 101261 AXON AIR - SKYDIO NIGHTSENSE IR FILTER FOR X10 3 $1,680.00 $165.90 $1,845.90
Year 2 101499 AXON AIR - SKYDIO - DEPLOYMENT - DOCK FOR X10 2 $5,864.72 $0.00 $5,864.72
Year 2 101502 AXON AIR - SKYDIO - DEPLOYMENT AND TRAINING - DOCK FOR X10 1 $9,250.00 $0.00 $9,250.00
Year 2 101508 AXON AIR - SKYDIO - CARE FOR X10 CELLULAR 5G + VT300-Z 3YR 6 $6,298.80 $0.00 $6,298.80
Year 2 101510 AXON AIR - SKYDIO - CARE FOR X10 + VT300-L 3YR 1 $518.00 $0.00 $518.00
Year 2 101561 AXON AIR - SKYDIO X10 DOCK BUN 2.4/5 GHZ CELL IR NA VT300-Z 3 $32,615.40 $3,220.77 $35,836.17
Year 2 101620 AXON AIR - SKYDIO - MAINTENANCE AND REPAIR FOR X10 DOCK 3 $29,700.00 $0.00 $29,700.00
Year 2 12021 AXON AIR - VIRTUAL ONBOARDING 1 $0.00 $0.00 $0.00
Total $156,008.80 $3,991.20 $160,000.00
Page 6 Q-702055-45813AE
Nov 2027
Invoice Plan Item Description Qty Subtotal Tax Total
Year 3 100418 SKYDIO - X10 ST KIT W/ BATT - 2.4/5 GHZ LTE IR NA VT300L 1 $3,039.28 $300.13 $3,339.41
Year 3 100435 SKYDIO - BATTERY - X10 ADVANCED RESERVATION 2 $147.60 $14.57 $162.17
Year 3 100966 AXON AIR - SKYDIO WAIVER APPLICATION - OPERATOR LAUNCH 1 $0.00 $0.00 $0.00
Year 3 101199 AXON AIR - SKYDIO DFR COMMAND (T-MOBILE)6 $59,760.00 $0.00 $59,760.00
Year 3 101211 AXON AIR - SKYDIO SPEAKER FOR X10 3 $192.00 $18.96 $210.96
Year 3 101225 AXON AIR - SKYDIO X10 RTK/PPK 1 $184.00 $18.17 $202.17
Year 3 101229 AXON AIR - SKYDIO SPOTLIGHT FOR X10 3 $159.00 $15.70 $174.70
Year 3 101231 AXON AIR - SKYDIO 3D SCAN FOR X10 1 $4,200.00 $0.00 $4,200.00
Year 3 101250 AXON AIR - SKYDIO PARACHUTE FOR X10 3 $2,400.00 $237.00 $2,637.00
Year 3 101261 AXON AIR - SKYDIO NIGHTSENSE IR FILTER FOR X10 3 $1,680.00 $165.90 $1,845.90
Year 3 101499 AXON AIR - SKYDIO - DEPLOYMENT - DOCK FOR X10 2 $5,864.72 $0.00 $5,864.72
Year 3 101502 AXON AIR - SKYDIO - DEPLOYMENT AND TRAINING - DOCK FOR X10 1 $9,250.00 $0.00 $9,250.00
Year 3 101508 AXON AIR - SKYDIO - CARE FOR X10 CELLULAR 5G + VT300-Z 3YR 6 $6,298.80 $0.00 $6,298.80
Year 3 101510 AXON AIR - SKYDIO - CARE FOR X10 + VT300-L 3YR 1 $518.00 $0.00 $518.00
Year 3 101561 AXON AIR - SKYDIO X10 DOCK BUN 2.4/5 GHZ CELL IR NA VT300-Z 3 $32,615.40 $3,220.77 $35,836.17
Year 3 101620 AXON AIR - SKYDIO - MAINTENANCE AND REPAIR FOR X10 DOCK 3 $29,700.00 $0.00 $29,700.00
Year 3 12021 AXON AIR - VIRTUAL ONBOARDING 1 $0.00 $0.00 $0.00
Total $156,008.80 $3,991.20 $160,000.00
Nov 2028
Invoice Plan Item Description Qty Subtotal Tax Total
Year 4 100418 SKYDIO - X10 ST KIT W/ BATT - 2.4/5 GHZ LTE IR NA VT300L 1 $3,039.28 $300.13 $3,339.41
Year 4 100435 SKYDIO - BATTERY - X10 ADVANCED RESERVATION 2 $147.60 $14.57 $162.17
Year 4 100966 AXON AIR - SKYDIO WAIVER APPLICATION - OPERATOR LAUNCH 1 $0.00 $0.00 $0.00
Year 4 101199 AXON AIR - SKYDIO DFR COMMAND (T-MOBILE)6 $59,760.00 $0.00 $59,760.00
Year 4 101211 AXON AIR - SKYDIO SPEAKER FOR X10 3 $192.00 $18.96 $210.96
Year 4 101225 AXON AIR - SKYDIO X10 RTK/PPK 1 $184.00 $18.17 $202.17
Year 4 101229 AXON AIR - SKYDIO SPOTLIGHT FOR X10 3 $159.00 $15.70 $174.70
Year 4 101231 AXON AIR - SKYDIO 3D SCAN FOR X10 1 $4,200.00 $0.00 $4,200.00
Year 4 101250 AXON AIR - SKYDIO PARACHUTE FOR X10 3 $2,400.00 $237.00 $2,637.00
Year 4 101261 AXON AIR - SKYDIO NIGHTSENSE IR FILTER FOR X10 3 $1,680.00 $165.90 $1,845.90
Year 4 101499 AXON AIR - SKYDIO - DEPLOYMENT - DOCK FOR X10 2 $5,864.72 $0.00 $5,864.72
Year 4 101502 AXON AIR - SKYDIO - DEPLOYMENT AND TRAINING - DOCK FOR X10 1 $9,250.00 $0.00 $9,250.00
Year 4 101508 AXON AIR - SKYDIO - CARE FOR X10 CELLULAR 5G + VT300-Z 3YR 6 $6,298.80 $0.00 $6,298.80
Year 4 101510 AXON AIR - SKYDIO - CARE FOR X10 + VT300-L 3YR 1 $518.00 $0.00 $518.00
Year 4 101561 AXON AIR - SKYDIO X10 DOCK BUN 2.4/5 GHZ CELL IR NA VT300-Z 3 $32,615.40 $3,220.77 $35,836.17
Year 4 101620 AXON AIR - SKYDIO - MAINTENANCE AND REPAIR FOR X10 DOCK 3 $29,700.00 $0.00 $29,700.00
Year 4 12021 AXON AIR - VIRTUAL ONBOARDING 1 $0.00 $0.00 $0.00
Total $156,008.80 $3,991.20 $160,000.00
Nov 2029
Invoice Plan Item Description Qty Subtotal Tax Total
Year 5 100418 SKYDIO - X10 ST KIT W/ BATT - 2.4/5 GHZ LTE IR NA VT300L 1 $3,039.28 $300.13 $3,339.41
Year 5 100435 SKYDIO - BATTERY - X10 ADVANCED RESERVATION 2 $147.60 $14.59 $162.19
Year 5 100966 AXON AIR - SKYDIO WAIVER APPLICATION - OPERATOR LAUNCH 1 $0.00 $0.00 $0.00
Year 5 101199 AXON AIR - SKYDIO DFR COMMAND (T-MOBILE)6 $59,759.98 $0.00 $59,759.98
Year 5 101211 AXON AIR - SKYDIO SPEAKER FOR X10 3 $192.00 $18.96 $210.96
Year 5 101225 AXON AIR - SKYDIO X10 RTK/PPK 1 $184.00 $18.17 $202.17
Year 5 101229 AXON AIR - SKYDIO SPOTLIGHT FOR X10 3 $159.00 $15.71 $174.71
Year 5 101231 AXON AIR - SKYDIO 3D SCAN FOR X10 1 $4,200.00 $0.00 $4,200.00
Year 5 101250 AXON AIR - SKYDIO PARACHUTE FOR X10 3 $2,400.00 $237.00 $2,637.00
Page 7 Q-702055-45813AE
Nov 2029
Invoice Plan Item Description Qty Subtotal Tax Total
Year 5 101261 AXON AIR - SKYDIO NIGHTSENSE IR FILTER FOR X10 3 $1,680.00 $165.90 $1,845.90
Year 5 101499 AXON AIR - SKYDIO - DEPLOYMENT - DOCK FOR X10 2 $5,864.72 $0.00 $5,864.72
Year 5 101502 AXON AIR - SKYDIO - DEPLOYMENT AND TRAINING - DOCK FOR X10 1 $9,250.00 $0.00 $9,250.00
Year 5 101508 AXON AIR - SKYDIO - CARE FOR X10 CELLULAR 5G + VT300-Z 3YR 6 $6,298.80 $0.00 $6,298.80
Year 5 101510 AXON AIR - SKYDIO - CARE FOR X10 + VT300-L 3YR 1 $518.00 $0.00 $518.00
Year 5 101561 AXON AIR - SKYDIO X10 DOCK BUN 2.4/5 GHZ CELL IR NA VT300-Z 3 $32,615.39 $3,220.77 $35,836.16
Year 5 101620 AXON AIR - SKYDIO - MAINTENANCE AND REPAIR FOR X10 DOCK 3 $29,700.00 $0.00 $29,700.00
Year 5 12021 AXON AIR - VIRTUAL ONBOARDING 1 $0.00 $0.00 $0.00
Total $156,008.77 $3,991.23 $160,000.00
Page 8 Q-702055-45813AE
Tax is estimated based on rates applicable at date of quote and subject to change at time of invoicing. If a tax exemption certificate should be applied, please submit
prior to invoicing.
Standard Terms and Conditions
Axon Enterprise Inc. Sales Terms and Conditions
Axon Master Services and Purchasing Agreement:
This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Axon’s Master Services and Purchasing Agreement
(posted at https://www.axon.com/sales-terms-and-conditions), as well as the attached Statement of Work (SOW) for Axon Fleet and/or Axon Interview
Room purchase, if applicable. In the event you and Axon have entered into a prior agreement to govern all future purchases, that agreement shall govern to
the extent it includes the products and services being purchased and does not conflict with the Axon Customer Experience Improvement Program Appendix
as described below.
ACEIP:
The Axon Customer Experience Improvement Program Appendix, which includes the sharing of de-identified segments of Agency Content with Axon to
develop new products and improve your product experience (posted at www.axon.com/legal/sales-terms-and-conditions), is incorporated herein by
reference. By signing below, you agree to the terms of the Axon Customer Experience Improvement Program.
Acceptance of Terms:
Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions. By signing below, you represent that you
are lawfully able to enter into contracts. If you are signing on behalf of an entity (including but not limited to the company, municipality, or government agency
for whom you work), you represent to Axon that you have legal authority to bind that entity. If you do not have this authority, please do not sign this Quote.
Page 9 Q-702055-45813AE
\s1\\d1\
Signature Date Signed
6/5/2025
Master Services and Purchasing Agreement
Version: 23
Release Date: March 2025 Page 1 of 50
This Master Services and Purchasing Agreement ("Agreement") is between Axon Enterprise, Inc. ("Axon"), 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 Cloud
Services, and professional services.
2. Term. This Agreement begins on the Effective Date and continues until all subscriptions hereunder have expired or
have been terminated ("Term").
2.1. All subscriptions including Axon Evidence, Axon Fleet, Officer Safety Plans, Technology Assurance Plans, and
TASER 7 or 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 terms. 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 30 days from the invoice date. Axon invoices for Axon Cloud Services on an upfront annual
basis prior to the beginning of the Subscription Term and upon the anniversary of the Subscription Term. Payment
obligations are non-cancelable. Unless otherwise prohibited by law, Customer will pay interest on all past-due sums
at the lower 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. Warranty.
7.1. Limited Warranty. Axon warrants that Axon-manufactured Devices, except for TASER devices covered under
the Taser Appendix, 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 (30) months from 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. Extended warranties run from the expiration of the one- (1-)
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year hardware warranty through the extended warranty term purchased.
7.2. Disclaimer. All software and Axon Cloud Services are provided "AS IS," without any warranty of any
kind, either express or implied, including without limitation the implied warranties of merchantability,
fitness for a particular purpose and non-infringement. Axon Devices and Services that are not
manufactured, published or performed by Axon ("Third-Party Products") are not covered by Axon’s
warranty and are only subject to the warranties of the third-party provider or manufacturer. If Customer
purchases Axon Loki, Customer acknowledges the Loki device is designed for operation in enclosed,
controlled environments and must be used in compliance with all applicable laws and safety
guidelines. Operation in open or unapproved areas may result in signal interfere nce, loss of control,
or damage, and Axon assumes no liability for improper use, including any resulting harm or regulatory
violations.
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 law, the above warranties and remedies are exclusive. Axon
disclaims all other warranties, remedies, and conditions, whether oral , written, statutory, or
implied. If statutory or implied warranties cannot be lawfully disclaimed, then such warranties
are limited to the duration of the warranty described above and by the provisions in this
Agreement. 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. Online 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.com/sales-
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.com/sales-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
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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 Releasee, 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.
8. Free Trial.
8.1. Trial Period and License. At any time during the Term, Customer and Axon may elect to enter a free trial of
Axon Devices and Services new to the Customer for a designated period (“Trial Period”) as described in a
quote issued (“Trial Quote”). During the Trial Period, Axon grants Customer a nonexclusive, terminable, non-
transferable, license to use new Axon Devices and Services provided for trial to the Customer (“Trial
Products”). Trial Products may include Axon beta software or firmware which additional terms may be required
and included within the Trial Quote. Axon may limit the number of Trial Products Customer receives within the
Trial Quote. Axon may supply refurbished Trial Products. ALL FREE TRIAL PRODUCTS INCLUDING,
WITHOUT LIMITATION, AXON CLOUD SERVICES, ARE PROVIDED “AS IS” AND TO THE EXTENT NOT
PROHIBITED BY LAW, AXON DISCLAIMS ALL LIABILITY REGARDLESS OF THE CLAIM.
8.2. Trial Quote Termination. Upon at least 10 business days’ prior written notice to Axon at any time prior to the
end of the Trial Period, Customer may as its sole option, terminate the free Trial Period and underlying Trial
Quote associated with the Trial Products for convenience. Customer’s rights to the Trial Products will
immediately terminate at the end of the Trial Period, and Customer will return any Trial Products hardware to
Axon within 10 days after the effective date of such termination or at the end of the Trial Period, excluding used
CEW cartridges. If any individual component of the Trial Products is not returned, Axon will invoice Customer
the MSRP of the unreturned items. Customer agrees to pay the invoice along with any applicable taxes and
shipping. Customer will return the Trial Products to Axon in good working condition, minus normal wear and
tear. Axon may charge Customer if there is damage beyond normal wear and tear. Any Customer Content shall
be stored and returned pursuant to the Axon Cloud Services Terms of Use Appendix.
9. Statement of Work. Certain Axon Devices and Services, including, but not limited to, Axon Interview Room, Axon
Channel Services, Axon Justice Implementation, FUSUS, 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 outside of the SOW, Quote,
or this Agreement 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. Any applicable SOW is incorporated into this
Agreement by reference.
10. Axon Device Warnings. See www.axon.com/legal for the most current Axon Device warnings.
11. 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.
12. Combined Offerings. Some offerings in a Quote combine existing and pre-released Axon Devices or Services.
Some offerings may not be 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 delay of availability or Customer ’s choice not to utilize any
portion of a combined offering.
13. Insurance. Axon will maintain General Liability, Workers’ Compensation, and Automobile Liability insurance. Upon
request, Axon will supply certificates of insurance.
14. 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.
15. IP Indemnification. Axon 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.
16. Customer Responsibilities. Customer is responsible for (a) Customer ’s use of Axon Devices; (b) Customer or a
Customer authorized user’s breach of this Agreement or violation of applicable law; (c) disputes between Customer
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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.
17. Termination.
17.1. 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.
17.2. 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.
17.3. 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 procured,
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 multiple Axon Devices that may be
combined as a single offering on a Quote, MSRP is the standalone price of all individual components.
18. Confidentiality. "Confidential Information" means nonpublic information designated as confidential or, given the
nature of the information or circumstances surrounding disclosure, should reasonably be understood to be
confidential. Each Party will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of the
other Party’s Confidential Information. Unless required by law, neither Party will disclose the other Party’s Confidential
Information during the Term and for 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.
19. General.
19.1. Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party’s
reasonable control.
19.2. Independent Contractors. The Parties are independent contractors. Neither Party has the authority to bind
the other. This Agreement does not create a partnership, franchise, joint venture, Customer, fiduciary, or
employment relationship between the Parties.
19.3. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
19.4. Non-Discrimination. Neither Party nor its employees will discriminate against any person based on race;
religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical
conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status; age; national
origin; ancestry; genetic information; disability; veteran status; or any class protected by local, state, or federal
law.
19.5. 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. Customer acknowledges that Axon Devices and Services are subject to U.S. and
international export control laws, including the U.S. Export Administration Regulations (EAR) and International
Traffic in Arms Regulations (ITAR). Customer represents and warrants that neither it nor any End User is a
"Restricted Person," meaning any individual or entity that (1) is subject to U.S. sanctions or trade restrictions,
(2) appears on any U.S. government restricted party list, (3) engages in prohibited weapons proliferation
activities, or (4) is owned or controlled by, or acting on behalf of, such persons or entities. Customer must
promptly notify Axon of any change in status, and Axon may terminate this Agreement if Customer or any End
User becomes a Restricted Person or violates export laws.
19.6. Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent. Axon
may assign this Agreement, its rights, or obligations without consent: (a) to an affiliate or subsidiary; or (b) for
purposes of financing, merger, acquisition, corporate reorganization, or sale of all or substantially all its assets.
This Agreement is binding upon the Parties respective successors and assigns.
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19.7. Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver
of that right.
19.8. Severability. If a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable,
the remaining portions of this Agreement will remain in effect.
19.9. Survival. The following sections will survive termination: Payment, Warranty, Axon Device Warnings,
Indemnification, IP Rights, Customer Responsibilities and any other Sections detailed in the survival sections
of the Appendices.
19.10. 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.
19.11. Notices. All notices must be in English. Notices posted on Customer’s Axon Evidence site are effective upon
posting. Notices by email are effective on the sent date of the email. Notices by personal delivery are effective
immediately. 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.
19.12 Entire Agreement. This Agreement, the Appendices, including any applicable Appendices not attached herein
for 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 SOW(s), represents the entire agreement between the Parties. This Agreement supersedes all prior
agreements or understandings, whether written or verbal, regarding the subject matter of this Agreement. This
Agreement may only be modified or amended in a writing signed by the Parties.
Each 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.
AXON: CUSTOMER:
Axon Enterprise, Inc.
Signature: Signature:
Name: Name:
Title: Title:
Date: Date:
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Axon Cloud Services Terms of Use Appendix
1. Definitions.
1.1. “Data Controller” means the natural or legal person, public authority, or any other body which alone or jointly
with others determines the purposes and means of the processing of Personal Data.
1.2. “Data Processor” means a natural or legal person, public authority or any other body which processes Personal
Data on behalf of the Data Controller.
1.3. "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.
1.4. "Evidence" is media or multimedia uploaded into Axon Evidence as 'evidence' by Customer. Evidence is a
subset of Customer Content.
1.5. “End User” means the natural person subject to Customer’s authorized license grant who ultimately uses the
Cloud Services as provided under this Agreement. End Users must adhere to the terms of use and are subject
to any usage restrictions or limitations specified in this Agreement.
1.6. "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.
1.7. "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.
1.8. "Provided Data" means de-identified, de-personalized, data derived from Customer's TASER energy weapon
deployment reports, related TASER energy weapon logs, body-worn camera footage, and incident reports.
1.9. “Subprocessor” means any third party engaged by the Data Processor to assist in data processing activities that
the Data Processor is carrying out on behalf of the Data Controller.
1.10. "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 access
granted solely for TASER, Customer may access and use Axon Evidence only to store and manage TASER CEW
and TASER CAM data ("TASER Data") and Customer may not upload non-TASER Data to Axon Evidence
3. Customer Owns Customer Content. Customer controls and owns all rights, title, and interest in Customer Content.
Except as outlined herein, Axon obtains no interest in Customer Content, and Customer Content is not 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. 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 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
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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.
5.1. Customer will also maintain the security of End User usernames 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 meet 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.
5.2 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.
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.
7. Axon Body 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. Storage. For Axon Unlimited Device Storage subscriptions, Customer may store unlimited data in Customer's Axon
Evidence account only if the Axon Device data is shared to Customer through Axon Evidence from a partner agency
using Axon Evidence, or the 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; (iii) Customer is prohibited from
storing data for other customers or law enforcement agencies; and (iv) Customer may only upload and store data
that is directly related to (1) the investigation of, or the prosecution or defense of a crime, (2) common law enforcement
activities, or (3) any Customer Content created by Axon Devices or Axon Evidence.
10. Location of Storage. Axon may transfer Customer Content to third-party subprocessors 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. Service Offerings will be subject to the Axon Cloud Services Service
Level Agreement, a current version of which is available at https://www.axon.com/products/axon -evidence/sla.
13. Roles of the Parties. To the extent that Customer is the Data Controller of Personal Data, Axon is its Data Processor.
To the extent that Customer is a Data Processor of Personal Data, Axon is its Subprocessor. Notwithstanding the
foregoing, to the extent any usage data (including query logs and metadata) and/or operations data (including billing
and support data) in connection with Customer’s use of the Services (collectively “Usage and Operations Data”) is
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considered Personal Data, Axon is an independent Data Controller and shall Process such data in accordance with
the Agreement and applicable data protection laws to develop, improve, support, and operate its products and
services. For the avoidance of doubt, Axon will not disclose any Usage and Operations Data that includes confidential
information with a third party except (a) in accordance with the relevant confidentiality provisions in the Agreement,
or (b) to the extent the Usage and Operations Data is, in accordance with applicable data protection laws,
anonymized, de-identified, and/or aggregated such that it can no longer directly or indirectly identify Customer or any
particular individual.
14. 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.
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.
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.
In the event Customer seeks Axon’s deletion of Provided Data, it may submit a request to privacy@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.
15. 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 plan. 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.
15.1. , The Axon Record subscription begins on the later of the (1) start date of the Quote, or (2) the date Axon
provisions Axon Records to Customer. 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
plan, upon completion of the OSP 7 or OSP 10 Term ("Axon Records Subscription Term")
15.2. An "Update" is a generally available release of Axon Records that Axon makes available from time to time. An
"Upgrade" includes (i) new versions of Axon Records that enhance features and functionality, as solely
determined by Axon; and/or (ii) new versions of Axon Records that provide additional features or perform
additional functions. Upgrades exclude new products that Axon introduces and markets as distinct products or
applications.
15.3. New or additional Axon products and applications, as well as any Axon professional services needed to
configure Axon Records, are not included as part of the Axon Records Subscription.
15.4. End Users of Axon Records 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.
16. Axon Cloud Services Restrictions. Customer and Customer End Users (including employees, contractors, agents,
officers, volunteers, and directors), may not, or may not attempt to:
16.1. copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud Services;
16.2. reverse engineer, disassemble, or decompile Axon Cloud Services or apply any process to derive any source
code included in Axon Cloud Services, or allow others to do the same;
16.3. access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring fees or
exceeding usage limits or quotas;
16.4. use Axon Cloud Services as a service bureau, or as part of a Customer infrastructure as a service;
16.5. use trade secret information contained in Axon Cloud Services, except as expressly permitted in this Agreement;
16.6. access Axon Cloud Services to build a competitive device or service or copy any features, functions, or graphics
of Axon Cloud Services;
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16.7. 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
16.8. 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.
16.9. Draft One. Axon may impose usage restrictions if a single user generates more than three hundred (300) reports
per month for two or more consecutive months.
17. 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.
18. 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.
19. U.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.
20. Survival. Upon any termination of this Agreement, the following sections in this Appendix will survive: Customer
Owns Customer Content, Privacy, Storage, Axon Cloud Services Warranty, Customer Responsibilities and Axon
Cloud Services Restrictions.
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Axon Customer Experience Improvement Program 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 de -identifying
Personal Data, to enforce its security and privacy obligations for the ACEIP. ACEIP has 2 tiers of participation, Tier
1 and Tier 2. By default, 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 Technique(s)"). For illustrative purposes, some examples are described in footnote 11.
For clarity, ACEIP Content will still be linked indirectly, with an attribution, to the 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
https://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 1. 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
1 For example; (a) when extracting specific text to improve automated transcription capabilities, text that could be used to di rectly identify
a particular individual would not be extracted, and extracted text would be disassociated from identifying metadata of any speakers, and
the extracted text would be split into individual words and aggregated with other 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 e xtracted
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 (<1 second) of audio that only contains the likely acoustic
events would be extracted and all human utterances would be removed.
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Content, in addition to those set forth in Tier 1 above, without the guaranteed deployment of a Privacy Preserving
Technique to enable product development, improvement, and support that cannot be accomplished with aggregated,
transformed, or de-identified data.
☐ 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.
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Professional Services Appendix
If any of the Professional Services specified below are included on the Quote, this Appendix applies.
1. Utilization of Services. Customer must use professional services as outlined in the Quote and this Appendix within
six (6) months of the Effective Date.
2. Axon Full Service (Axon Full Service). Axon Full Service includes advance remote project planning and
configuration support and up to four (4) consecutive days of on-site service and a professional services manager to
work with Customer to assess Customer ’s deployment and determine which on-site services are appropriate. If
Customer requires more than four (4) consecutive on-site days, Customer must purchase additional days. Axon Full
Service options include:
System set up and configuration
• Instructor-led setup of Axon View on smartphones (if applicable)
• Configure categories and custom roles based on Customer need
• Register cameras to Customer domain
• Troubleshoot IT issues with Axon Evidence and Axon Dock ("Dock") access
• One on-site session included
Dock configuration
• Work with Customer to decide the ideal location of Docks and set configurations on Dock
• Authenticate Dock with Axon Evidence using admin credentials from Customer
• On-site assistance, not to include physical mounting of docks
Best practice implementation planning session
• Provide considerations for the establishment of video policy and system operations best practices based
on Axon’s observations with other customers
• Discuss the importance of entering metadata in the field for organization purposes and other best
practices for digital data management
• Provide referrals of other customers using the Axon camera devices and Axon Evidence
• Recommend rollout plan based on review of shift schedules
System Admin and troubleshooting training sessions
Step-by-step explanation and assistance for Customer’s configuration of security, roles & permissions, categories
& retention, and other specific settings for Axon Evidence
Axon instructor training (Train the Trainer)
Training for Customer ’s in-house instructors who can support Customer ’s Axon camera and Axon Evidence
training needs after Axon has fulfilled its contractual on-site obligations
Evidence sharing training
Tailored workflow instruction for Investigative Units on sharing cases and evidence with local prosecuting agencies
Users go-live training and support sessions
• Assistance with device set up and configuration
• Training on device use, Axon Evidence, and Evidence Sync
Implementation document packet
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and
categories & roles guide
Post go-live review
3. Body-Worn Camera Starter Service (Axon Starter). Axon Starter includes advance remote project planning and
configuration support and one (1) day of on-site Services and a professional services manager to work closely with
Customer to assess Customer ’s deployment and determine which Services are appropriate. If Customer requires
more than one (1) day of on-site Services, Customer must purchase additional on-site Services. The Axon Starter
options include:
System set up and configuration (Remote Support)
• Instructor-led setup of Axon View on smartphones (if applicable)
• Configure categories & custom roles based on Customer need
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• Troubleshoot IT issues with Axon Evidence and Dock access
Dock configuration
• Work with Customer to decide the ideal location of Dock setup and set configurations on Dock
• Authenticate Dock with Axon Evidence using "Administrator" credentials from Customer
• Does not include physical mounting of docks
Axon instructor training (Train the Trainer)
Training for Customer ’s in-house instructors who can support Customer ’s Axon camera and Axon Evidence
training needs after Axon’s has fulfilled its contracted on-site obligations
User go-live training and support sessions
• Assistance with device set up and configuration
• Training on device use, Axon Evidence, and Evidence Sync
Implementation document packet
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and
categories & roles guide
4. Body-Worn Camera Virtual 1-Day Service (Axon Virtual). Axon Virtual includes all items in the BWC Starter
Service Package, except one (1) day of on-site services.
5. CEW Services Packages. CEW Services Packages are detailed below:
System set up and configuration
• Configure Axon Evidence categories & custom roles based on Customer need.
• Troubleshoot IT issues with Axon Evidence.
• Register users and assign roles in Axon Evidence.
• For the CEW Full Service Package: On-site assistance included
• For the CEW Starter Package: Virtual assistance included
Dedicated Project Manager
Assignment of specific Axon representative for all aspects of planning the rollout (Project Manager). Ideally, Project
Manager will be assigned to Customer 4–6 weeks before rollout
Best practice implementation planning session to include:
• Provide considerations for the establishment of CEW policy and system operations best practices based
on Axon’s observations with other customers
• Discuss the importance of entering metadata and best practices for digital data management
• Provide referrals to other customers using TASER CEWs and Axon Evidence
• For the CEW Full Service Package: On-site assistance included
• For the CEW Starter Package: Virtual assistance included
System Admin and troubleshooting training sessions
On-site sessions providing a step-by-step explanation and assistance for Customer’s configuration of security,
roles & permissions, categories & retention, and other specific settings for Axon Evidence
Axon Evidence Instructor training
• Provide training on the Axon Evidence to educate instructors who can support Customer’s subsequent
Axon Evidence training needs.
• For the CEW Full Service Package: Training for up to 3 individuals at Customer
• For the CEW Starter Package: Training for up to 1 individual at Customer
TASER CEW inspection and device assignment
Axon’s on-site professional services team will perform functions check on all new TASER CEW Smart weapons
and assign them to a user on Axon Evidence.
Post go-live review
For the CEW Full Service Package: On-site assistance included.
For the CEW Starter Package: Virtual assistance included.
6. Smart Weapon Transition Service. The Smart Weapon Transition Service includes:
Archival of CEW Firing Logs
Axon’s on-site professional services team will upload CEW firing logs to Axon Evidence from all TASER CEW
Smart Weapons that Customer is replacing with newer Smart Weapon models.
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Return of Old Weapons
Axon’s on-site professional service team will ship all old weapons back to Axon’s headquarters.
Axon will provide Customer with a Certificate of Destruction
*Note: CEW Full Service packages for TASER 7 or TASER 10 include Smart Weapon Transition Service instead of
1-Day Device Specific Instructor Course.
7. VR Services Package. VR Service includes advance remote project planning and configuration support and one (1)
day of on-site service and a professional services manager to work with Customer to assess Customer's deployment
and determine which Services are appropriate. The VR Service training options include:
System set up and configuration (Remote Support)
• Instructor-led setup of Axon VR headset content
• Configure Customer settings based on Customer need
• Troubleshoot IT issues with Axon VR headset
Axon instructor training (Train the Trainer)
Training for up to five (5) Customer's in-house instructors who can support Customer's Axon VR CET and
SIM training needs after Axon’s has fulfilled its contracted on-site obligations
Classroom and practical training sessions
Step-by-step explanation and assistance for Customer's configuration of Axon VR CET and SIM functionality,
basic operation, and best practices
8. Axon Air, On-Site Training. Axon Air, On-Site training includes advance remote project planning and configuration
support and one (1) day of on-site Services and a professional services manager to work closely with Customer to
assess Customer's deployment and determine which Services are appropriate. If Customer requires more than one
(1) day of on-site Services, Customer must purchase additional on-site Services. The Axon Air, On-Site training
options include:
System set up and configuration (Remote Support)
• Instructor-led setup of Axon Air App (ASDS)
• Configure Customer settings based on Customer need
• Configure drone controller
• Troubleshoot IT issues with Axon Evidence
Axon instructor training (Train the Trainer)
Training for Customer's in-house instructors who can support Customer's Axon Air and Axon Evidence
training needs after Axon’s has fulfilled its contracted on-site obligations
Classroom and practical training sessions
Step-by-step explanation and assistance for Customer's configuration of Axon Respond+ livestreaming
functionality, basic operation, and best practices
9. Axon Air, Virtual Training. Axon Air, Virtual training includes all items in the Axon Air, On-Site Training Package,
except the practical training session, with the Axon Instructor training for up to four hours virtually.
10. Signal Sidearm Installation Service.
a. Purchases of 50 SSA units or more: Axon will provide one (1) day of on-site service and one professional
services manager and will provide train the trainer instruction, with direct assistance on the first of each unique
holster/mounting type. Customer is responsible for providing a suitable work/training area.
b. Purchases of less than 50 SSA units: Axon will provide a 1-hour virtual instruction session on the basics of
installation and device calibration.
11. Axon Justice Implementation. Axon Justice Implementation includes advanced remote project planning,
configuration support, and training. Axon Justice Implementation includes:
System set up and configuration
• Axon performs discovery to understand and document the Agency’s needs.
• Axon collaborates with the Client to configure workflows, permissions, and privileges within
Axon Evidence based on the Client’s needs.
• Axon will facilitate a workflow discussion with the core admin team.
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Disclosures
• Axon enables the Client to share digital evidence to the defense through the following
methods as determined by Client and Axon:
1. Public Defender Case Sharing
2. Disclosure Portal
3. Download Links
Training
• Agency Trainers. Axon works with the Agency to identify the Agency trainers receiving
instruction on the product. Axon provides a training guide that outlines the covered topics,
intended audience, facility needs, and duration of the training. Axon will schedule a cadence of
remote training sessions as needed, which are not to exceed three (3) 2-hour training sessions
for Agency staff. Each session can accommodate up to 20 users and will train them in full
system functionality. Training sessions provided by Axon are conducted on consecutive
weekdays (Tuesday-Thursday) during normal business hours (9am-6pm with an hour break in
between sessions). After the initial training, is responsible for any future training. Axon provides
all training materials for successful training.
• Partner Agencies: Axon will provide Train the Trainer training to the Agency so that it is
equipped to train and support their partner agencies. Ensuring the partner agencies are trained
to follow the ingestion method is the Agency’s responsibility.
Go-Live Plan
Axon works in partnership with the Agency to build, coordinate, and execute a Go-Live plan to ensure
successful system acceptance. Axon coordinates the Go-Live event.
Implementation document packet
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies,
and categories & roles guide
Post go-live review
12. Out of Scope Services. Axon is only responsible to perform the professional services described in the Quote, this
Appendix, and any applicable SOW. Any additional professional services are out of scope. The Parties must
document scope changes in a written and signed change order. Changes may require an equitable adjustment in the
charges or schedule.
13. Delivery of Services. Axon personnel will work Monday through Friday, 8:30 a.m. to 5:30 p.m., except holidays.
Axon will perform all on-site tasks over a consecutive timeframe. Axon will not charge Customer travel time by Axon
personnel to Customer premises as work hours.
14. Access Computer Systems to Perform Services. Customer authorizes Axon to access relevant Customer
computers and networks, solely for performing the Services. Axon will work to identify as soon as reasonably
practicable resources and information Axon expects to use and will provide an initial itemized list to Customer.
Customer is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from
the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Customer.
15. Site Preparation. Axon will provide a hardcopy or digital copy of current user documentation for the Axon Devices
("User Documentation"). User Documentation will include all required environmental specifications for the
professional services and Axon Devices to operate per the Axon Device User Documentation. Before installation of
Axon Devices (whether performed by Customer or Axon), Customer must prepare the location(s) where Axon Devices
are to be installed ("Installation Site") per the environmental specifications in the Axon Device User Documentation.
Following installation, Customer must maintain the Installation Site per the environmental specifications. If Axon
modifies Axon Device User Documentation for any Axon Devices under this Agreement, Axon will provide the update
to Customer when Axon generally releases it
16. Acceptance. When Axon completes professional services, Axon will present an acceptance form ("Acceptance
Form") to Customer. Customer will sign the Acceptance Form acknowledging completion. If Customer reasonably
believes Axon did not complete the professional services in substantial conformance with this Agreement, Customer
must notify Axon in writing of the specific reasons for rejection within seven (7) calendar days from delivery of the
Acceptance Form. Axon will address the issues and re-present the Acceptance Form for signature. If Axon does not
receive the signed Acceptance Form or written notification of reasons for rejection within seven (7) calendar days of
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delivery of the Acceptance Form, Axon will deem Customer to have accepted the professional services.
17. Customer Network. For work performed by Axon transiting or making use of Customer ’s network, Customer is solely
responsible for maintenance and functionality of the network. In no event will Axon be liable for loss, damage, or
corruption of Customer ’s network from any cause.
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Technology Assurance Plan Appendix
If Technology Assurance Plan ("TAP") or a combined offering including TAP is on the Quote, this appendix applies.
1. TAP Warranty. The TAP specific 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 Term").
4. TAP BWC Refresh. If Customer has no outstanding payment obligations and purchased TAP, Axon will provide
Customer a new Axon body-worn camera ("BWC Refresh") as scheduled in the Quote. If Customer purchased TAP,
Axon will provide a BWC Refresh that is the same or like Axon Device, at Axon’s option. Axon makes no guarantee
the BWC Refresh will utilize the same accessories or Axon Dock.
5. TAP Dock Refresh. If Customer has no outstanding payment obligations and purchased TAP, Axon will provide
Customer a new Axon Dock as scheduled in the Quote ("Dock Refresh"). Accessories associated with any Dock
Refreshes are subject to change at Axon discretion. Dock Refreshes 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 Refresh 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 multi-bay Axon Dock, the Dock Refresh will be a multi-bay Axon
Dock that is the same or like Axon Device, at Axon’s option.
6. Refresh Delay. Axon may ship the BWC and Dock Refreshes 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 Refreshes as scheduled in the Quote sixty (60) days before the end of the Subscription Term
without prior confirmation from Customer.
7. Upgrade 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
Refreshes or Dock Refresh, 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 Refresh, Customer must return
the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon
including serial numbers for the destroyed Axon Devices. 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 or OSP.
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TASER Device Appendix
This TASER Device Appendix applies to Customer’s TASER 7/ 10, OSP 7/10, OSP Plus, or OSP 7/10 Plus Premium
purchase from Axon, if applicable.
1. Duty Cartridge Replenishment Plan. If the Quote includes "Duty Cartridge Replenishment Plan", Customer must
purchase the plan for each CEW user. A CEW user includes officers that use a CEW in the line of duty and those that
only use a CEW for training. Customer may not resell cartridges received. Axon will only replace cartridges used in
the line of duty.
2. Training. If the Quote includes a TASER On Demand Certification subscription, Customer will have on-demand
access to TASER Instructor and TASER Master Instructor courses only for the duration of the TASER Subscription
Term. Axon will issue a maximum of ten (10) TASER Instructor vouchers and ten (10) TASER Master Instructor
vouchers for every thousand TASER Subscriptions purchased. Customer shall utilize vouchers to register for TASER
courses at their discretion; however, Customer may incur a fee for cancellations less than 10 business days prior to
a course date or failure to appear to a registered course. The voucher has no cash value. Customer cannot exchange
voucher for any other Device or Service. Any unused vouchers at the end of the Term will be forfeited. A voucher
does not include any travel or other expenses that might be incurred related to attending a course.
3. Limited Warranty.
3.1. “Deployment” means use of the TASER weapon resulting in the discharge of the conducted energy weapon
(“CEW”) cartridge probe. For TASER 10 each probe discharged is consider one Deployment and for TASER 7
the dual probe discharged is considered one Deployment.
3.2. Single User Warranty. If the TASER Device is assigned and used by a single user, Axon warrants that Axon-
manufactured TASER Device is free from defects in workmanship and materials for the earlier of: (i) one (1)
year from the date of Customer’s receipt or (ii) 100 Deployments per year or a total of 500 Deployments over 5
years.
3.3. Pooled User Warranty. If the TASER Device is assigned and used by multiple users, Axon warrants that
Axon-manufactured TASER Device is free from defects in workmanship and materials for the earlier of: (i) one
(1) year from the date of Customer’s receipt or (ii) 100 Deployments per year or a total of 500 Deployments
over 5 years.
3.4. Training User Devices. If the TASER Device is used for training, Axon warrants that Axon-manufactured
TASER Device is free from defects in workmanship and materials for the earlier of: (i) one (1) year from the
date of Customer’s receipt or (ii) 100 Deployments per year or a total of 500 Deployments over 5 years.
3.5. CEW Cartridges. Used CEW cartridges are deemed to have operated properly.
3.6. Miscellaneous. The following sections the Warranty Section in the MSPA shall apply to the TASER Devices:
Disclaimer, Claims, Spare Axon Devices and Limitations.
3.7. Registration. Prior to use of the TASER Device, Customer must register each TASER Device in TASER
Device Axon Evidence tenancy as a single user, pooled or training device. Failure to properly register the
TASER Device prior to its use may void the warranty at Axon’s sole discretion.
4. Extended Warranty. If the Quote includes an extended warranty, the extended warranty coverage period begins
upon the expiration of the Limited Warranty. Each additional year of the warranty purchased will be in accordance
with the applicable Limited Warranty category above. The maximum warranty period for an individual TASER Device
will be five (5) years including the initial Limited Warranty.
5. Trade-in. If the Quote contains a discount on CEW-related line items and that discount is contingent upon the trade-
in of hardware, Customer must return used hardware and accessories associated with the discount ("Trade-In Units")
to Axon within the below prescribed timeline. Customer must ship batteries via ground shipping. Axon will provide
Customer with a pre-paid shipping label for the return of the Trade-In Units. If Axon does not receive Trade-In Units
within the timeframe below, Axon will invoice Customer the value of the trade-in credit. Customer may not destroy
Trade-In Units and receive a trade-in credit.
Customer Size Days to Return from Start Date of TASER 10 Subscription
Less than 100 officers 60 days
100 to 499 officers 90 days
500+ officers 180 days
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6. TASER Device Subscription Term. The TASER Device Subscription Term for a standalone TASER Device purchase
begins on shipment of the TASER Device. The TASER Device Subscription Term for OSP 7/10 begins on the OSP
7/10 start date.
7. Access Rights. Upon Axon granting Customer a TASER Device Axon Evidence subscription, Customer may access
and use Axon Evidence for the storage and management of data from TASER Devices during the TASER Device
Subscription Term. Customer may not exceed the number of End Users the Quote specifies.
8. Customer Warranty. If Customer is located in the US, Customer warrants and acknowledges that TASER 10 is
classified as a firearm and is being acquired for official Customer use pursuant to a law enforcement agency transfer
under the Gun Control Act of 1968.
9. Purchase Order. To comply with applicable laws and regulations, Customer must provide a purchase order to Axon
prior to shipment of TASER 10.
10. Apollo Grant (US only). If Customer has received an Apollo Grant from Axon, Customer must pay all fees in the
Quote prior to upgrading to any new TASER Device offered by Axon.
11. Termination. If payment for TASER Device is more than thirty (30) days past due, Axon may terminate Customer’s
TASER Device plan by notifying Customer. Upon termination for any reason, then as of the date of termination:
11.1. TASER Device extended warranties and access to Training Content will terminate. No refunds will be given.
11.2. Customer will be responsible for payment of any missed payments due to the termination before being allowed
to purchase any future TASER Device plan.
11.3. Axon will invoice Customer the remaining MSRP for TASER Devices received before termination. If terminating
for non-appropriation, Axon will not invoice Customer if Customer returns the TASER Device, rechargeable
battery, holster, dock, core, training suits, and unused cartridges to Axon within thirty (30) days of the date of
termination.
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Axon Auto-Tagging Appendix
If Auto-Tagging is included on the Quote, this Appendix applies.
1. Scope. Axon Auto-Tagging consists of the 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-data with a case ID, category, and location-based on data maintained in Customer’s
CAD or RMS.
2. Support. For thirty (30) days after completing Auto-Tagging Services, Axon will provide up to five (5) hours of remote
support at no additional charge. Axon will provide free support due to a change in Axon Evidence, if Customer
maintains an Axon Evidence and Auto-Tagging subscription. Axon will not provide support if a change is required
because Customer changes its CAD or RMS.
3. Changes. Axon is only responsible to perform the Services in this Appendix for Auto-Tagging or applicable SOW.
Any additional Services are out of scope. The Parties must document scope changes in a written and signed change
order. Changes may require an equitable adjustment in fees or schedule.
4. Customer Responsibilities. Axon’s performance of Auto-Tagging Services requires Customer to:
4.1. Make available relevant systems, including Customer’s current CAD or RMS, for assessment by Axon
(including remote access if possible);
4.2. Make required modifications, upgrades or alterations to Customer’s hardware, facilities, systems and networks
related to Axon’s performance of Auto-Tagging Services;
4.3. Provide access to the premises where Axon is performing Auto-Tagging Services, subject to Customer safety
and security restrictions, and allow Axon to enter and exit the premises with laptops and materials needed to
perform Auto-Tagging Services;
4.4. Provide all infrastructure and software information (TCP/IP addresses, node names, network configuration)
necessary for Axon to provide Auto-Tagging Services;
4.5. Promptly install and implement any software updates provided by Axon;
4.6. Ensure that all appropriate data backups are performed;
4.7. Provide assistance, participation, and approvals in testing Auto-Tagging Services;
4.8. Provide Axon with remote access to Customer’s Axon Evidence account when required;
4.9. Notify Axon of any network or machine maintenance that may impact the performance of the module at
Customer; and
4.10. Ensure reasonable availability of knowledgeable staff and personnel to provide timely, accurate, complete, and
up-to-date documentation and information to Axon.
5. Access to Systems. Customer 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 the resources and
information Axon expects to use and will provide an initial list to Customer. Customer is responsible for and assumes
the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness,
and consistency of all data, materials, and information supplied by Customer.
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Axon Fleet Appendix
If Axon Fleet 2, Axon Fleet 3, or any future generation of Axon Fleet (collectively, “Axon Fleet”) is included on the Quote,
this Appendix applies.
1. Customer Responsibilities.
1.1. Customer must ensure its infrastructure and vehicles adhere to the minimum requirements to operate 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 subj ect to change.
1.2. Customer is responsible for providing a suitable work area for Axon or Axon third-party providers to install Axon
Fleet systems into Customer vehicles. Customer is responsible for making available all vehicles for which
installation services were purchased, during the agreed upon onsite installation dates, Failure to make vehicles
available may require an equitable adjustment in fees or schedule.
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. By accepting a Quote including
Cradlepoint products, Customer designates and authorizes Axon as its partner of record for purposes of Cradlepoint
product renewals, support coordination, and other relevant functions. This designation applies to all Cradlepoint
products acquired by Customer during the Subscription Term of the applicable Quote whether directly from
Cradlepoint, through Axon, or through any third-party vendor or distributor. Axon shall have no liability to Customer
or any third party arising out of or relating to Axon’s acts or omissions as the Partner of Record. Customer has the
right to opt out of this authorization at any time by providing prior written notification to both Axon and Cradlepoint.
Upon such notification, the designation will be removed. This authorization remains effective until formally removed
in accordance with this section or as otherwise agreed between the parties in the Agreement.
3. Third-party Installer. Axon will not be liable for the failure of Axon Fleet hardware to operate per specifications if
such failure results from installation not performed by, or as directed by Axon .
4. Wireless Offload Server.
4.1. License Grant. Axon grants 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. Updates. If Customer purchases WOS maintenance, Axon will make updates and error corrections to WOS
("WOS Updates") available electronically via the Internet or media as determined by Axon. Customer is
responsible for establishing and maintaining adequate Internet access to receive WOS Updates and maintaining
computer equipment necessary for use of WOS. The Quote wil l detail the maintenance term.
4.4. WOS Support. Upon request by Axon, Customer will provide Axon with access to Customer’s store and forward
servers solely for troubleshooting and maintenance.
5. 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
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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.
6. Acceptance Checklist. If Axon provides services to Customer pursuant to any statement of work in connection with
Axon Fleet, within seven (7) days of the date on which Customer retrieves Customer's vehicle(s) from the Axon
installer, said vehicle having been installed and configured with tested and fully and properly operational in-car
hardware and software identified above, Customer will receive a Professional Services Acceptance Checklist to
submit to Axon indicating acceptance or denial of said deliverables.
7. Axon Fleet Upgrade. If Customer has no outstanding payment obligations and has purchased the "Fleet Technology
Assurance Plan" (Fleet TAP), Axon will provide Customer with the same or like model of Fleet hardware ("Axon Fleet
Upgrade") as scheduled on the Quote.
7.1. If Customer would like to change models for the Axon Fleet Upgrade, Customer must pay the difference between
the MSRP for the offered Axon Fleet Upgrade and the MSRP for the model desired. The MSRP is the MSRP in
effect at the time of the upgrade. Customer is responsible for the removal of previously installed hardware and
installation of the Axon Fleet Upgrade.
7.2. Within thirty (30) days of receiving the Axon Fleet Upgrade, Customer must return the original Axon Devices to
Axon or destroy the Axon Devices and provide a certificate of destruction to Axon, including serial numbers of
the destroyed Axon Devices. If Customer does not destroy or return the Axon Devices to Axon, Ax on will
deactivate the serial numbers for the Axon Devices received by Customer.
.
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Axon Respond Appendix
This Axon Respond Appendix applies to Axon Respond, Axon Respond Device Plus, and Device Connectivity if any are
included on the Quote.
1. Axon Respond Subscription Term. If Customer purchases Axon Respond as part of a combined offering on a
Quote, the Axon Respond subscription begins on the later of the (1) start date of that offering within the Quote, or (2)
date Axon provisions Axon Respond to Customer. If Customer purchases Axon Respond as a standalone, the Axon
Respond subscription begins the later of the (1) date Axon provisions Axon Respond to Customer, or (2) first day of
the month following the Effective Date. The Axon Respond subscription term will end upon the completion of the Axon
Evidence Subscription associated with Axon Respond.
2. Scope 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 Axon
Respond outside this scope, Axon may initiate good-faith discussions with Customer on upgrading Customer’s Axon
Respond to better meet Customer ’s needs.
3. Axon Body 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.
4. Axon Fleet LTE Requirements. Axon Respond is only available and usable with a Fleet 3 system configured with
LTE modem and service. Customer is responsible for providing LTE service for the modem. Coverage and availability
of LTE service is subject to Customer’s LTE carrier.
5. 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.
5.1. With regard to Axon Body, 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.
6. Termination. Upon termination of this Agreement, or if Customer stops paying for Axon Respond or combined
offerings that include Axon Respond, Axon will end Axon Respond services, including any Axon-provided LTE service.
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Add-on Services Appendix
This Appendix applies if Axon Community Request, Axon Redaction Assistant, and/or Axon Performance are included on
the Quote.
1. Subscription Term. If Customer purchases Axon Community Request, Axon Redaction Assistant, or Axon
Performance as part of OSP 7 or OSP 10, the subscription begins on the later of the (1) start date of the OSP 7 or
OSP 10 Term, or (2) date Axon provisions Axon Community Request, Axon Redaction Assistant, or Axon
Performance to Customer.
1.1. If Customer purchases Axon Community Request, Axon Redaction Assistant, or Axon Performance as a
standalone, the subscription begins the later of the (1) date Axon provisions Axon Community Request, Axon
Redaction Assistant, or Axon Performance to Customer, or (2) first day of the month following the Effective
Date.
1.2. The subscription term will end upon the completion of the Axon Evidence Subscription associated with the add-
on.
2. Axon Community Request Storage. For Axon Community Request, Customer may store an unlimited amount of
data submitted through the public portal ("Portal Content"), within Customer ’s Axon Evidence instance. The post-
termination provisions outlined in the Axon Cloud Services Terms of Use Appendix also apply to Portal Content.
3. Performance Auto-Tagging Data. In order to provide some features of Axon Performance to Customer, Axon will
need to store call for service data from Customer’s CAD or RMS.
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Axon Auto-Transcribe Appendix
This Appendix applies if Axon Auto-Transcribe is included on the Quote.
1. Subscription Term. If Customer purchases Axon Auto-Transcribe as part of a combined offering in a Quote or Axon
Cloud Services subscription, the subscription begins on the later of the (1) start date of the combined offering in the
Quote 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 to Customer.
1.1. 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-Carte Minutes. Upon Axon granting Customer a set number of minutes, Customer may utilize
Axon Auto-Transcribe, subject to the number of minutes 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
the number of purchased minutes. Axon Auto-Transcribe minutes expire one year after being provisioned to
Customer by Axon.
3. Axon Unlimited Transcribe. Upon Axon granting Customer an Unlimited Transcribe subscription to Axon Auto-
Transcribe, Customer may utilize Axon Auto-Transcribe with no limit on the number of minutes. Unlimited Transcribe
includes automatic transcription of all Axon BWC and Axon Capture footage. With regard to Axon Interview Room,
Axon Fleet, Axon Community Request, or third-party transcription, transcription must be requested on demand.
Notwithstanding the foregoing, Axon may limit usage after 5,000 minutes per user per month for multiple months in a
row. Axon will not bill for overages.
4. Warranty. Axon disclaims all warranties, express or implied, for Axon Auto-Transcribe.
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Axon Virtual Reality Content Terms of Use Appendix
If Virtual Reality is included on the Quote, this Appendix applies.
1. Term. The Quote will detail the products and license duration, as applicable, of the goods, services, and software,
and contents thereof, provided by Axon to Customer related to virtual reality (collectively, "Virtual Reality Media").
2. Headsets. Customer may purchase additional virtual reality headsets from Axon. In the event Customer decides to
purchase additional virtual reality headsets for use with Virtual Reality Media, Customer must purchase those
headsets from Axon.
3. License Restrictions. All licenses will immediately terminate if Customer does not comply with any term of this
Agreement. If Customer utilizes more users than stated in this Agreement, Customer must purchase additional Virtual
Reality Media licenses from Axon. Customer may not use Virtual Reality Media for any purpose other than as
expressly permitted by this Agreement. Customer may not:
3.1. modify, tamper with, repair, or otherwise create derivative works of Virtual Reality Media;
3.2. reverse engineer, disassemble, or decompile Virtual Reality Media or apply any process to derive the source
code of Virtual Reality Media, or allow others to do the same;
3.3. copy Virtual Reality Media in whole or part, except as expressly permitted in this Agreement;
3.4. use trade secret information contained in Virtual Reality Media;
3.5. resell, rent, loan or sublicense Virtual Reality Media;
3.6. access Virtual Reality Media to build a competitive device or service or copy any features, functions, or graphics
of Virtual Reality Media; or
3.7. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark
notices) of Axon or Axon’s licensors on or within Virtual Reality Media or any copies of Virtual Reality Media.
4. Privacy. Customer’s use of the Virtual Reality Media is subject to the Axon Virtual Reality Privacy Policy, a current
version of which is available at https://www.axon.com/axonvrprivacypolicy.
5. Termination. Axon may terminate Customer’s license immediately for Customer’s failure to comply with any of the
terms in this Agreement.
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Axon Evidence Local Software Appendix
This Appendix applies if Axon Evidence Local is included on the Quote.
1. License. Axon owns all executable instructions, images, icons, sound, and text in Axon Evidence Local. All rights are
reserved to Axon. Axon grants a non-exclusive, royalty-free, worldwide right and license to use Axon Evidence Local.
"Use" means storing, loading, installing, or executing Axon Evidence Local exclusively for data communication with
an Axon Device. Customer may use Axon Evidence Local in a networked environment on computers other than the
computer it installs Axon Evidence Local on, so long as each execution of Axon Evidence Local is for data
communication with an Axon Device. Customer may make copies of Axon Evidence Local for archival purposes only.
Customer shall retain all copyright, trademark, and proprietary notices in Axon Evidence Local on all copies or
adaptations.
2. Term. The Quote will detail the duration of the Axon Evidence Local license, as well as any maintenance. The term
will begin upon installation of Axon Evidence Local.
3. License Restrictions. All licenses will immediately terminate if Customer does not comply with any term of this
Agreement. Customer may not use Axon Evidence Local for any purpose other than as expressly permitted by this
Agreement. Customer may not:
3.1. modify, tamper with, repair, or otherwise create derivative works of Axon Evidence Local;
3.2. reverse engineer, disassemble, or decompile Axon Evidence Local or apply any process to derive the source
code of Axon Evidence Local, or allow others to do the same;
3.3. access or use Axon Evidence Local to avoid incurring fees or exceeding usage limits or quotas;
3.4. copy Axon Evidence Local in whole or part, except as expressly permitted in this Agreement;
3.5. use trade secret information contained in Axon Evidence Local;
3.6. resell, rent, loan or sublicense Axon Evidence Local;
3.7. access Axon Evidence Local to build a competitive device or service or copy any features, functions, or
graphics of Axon Evidence Local; or
3.8. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark
notices) of Axon or Axon’s licensors on or within Axon Evidence Local or any copies of Axon Evidence Local.
4. Support. Axon may make available updates and error corrections ("Updates") to Axon Evidence Local. Axon will
provide Updates electronically via the Internet or media as determined by Axon. Customer is responsible for
establishing and maintaining adequate access to the Internet to receive Updates. Customer is responsible for
maintaining the computer equipment necessary to use Axon Evidence Local. Axon may provide technical support of
a prior release/version of Axon Evidence Local for six (6) months from when Axon made the subsequent
release/version available.
5. Termination. Axon may terminate Customer’s license immediately for Customer’s failure to comply with any of the
terms in this Agreement. Upon termination, Axon may disable Customer’s right to login to Axon Evidence Local.
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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.
1.1. "API Client" means the software that acts as the interface between Customer’s computer and the server, which
is already developed or to be developed by Customer.
1.2. "API Interface" means software implemented by Customer to configure Customer’s independent API Client
Software to operate in conjunction with the API Service for Customer ’s authorized Use.
1.3. "Axon Evidence Partner API, API or Axon API" (collectively "API 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. Purpose and License.
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 Customer’s use of API Service. Customer will not use API Service for
commercial use.
2.2. Axon grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and
license during the Term to use API Service, solely for Customer’s Use in connection with Customer ’s API 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 Customer’s
applicable Use. Customer will be required to provide certain information (such as identification or contact details) as
part of the registration. Registration information provided to Axon must be accurate. Customer will inform Axon
promptly of any updates. Upon Customer’s registration, Axon will provide documentation outlining API Service
information.
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 net works
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;
4.8. frame or mirror API Service on any other server, or wireless or Internet-based device;
4.9. make available to a third-party, any token, key, password or other login credentials to API Service;
4.10. take any action or inaction resulting in illegal, unauthorized or improper purposes; or
4.11. disclose Axon’s API manual.
5. API Content. All content related to API Service, other than Customer Content or Customer ’s API Client content, is
considered Axon’s API Content, including:
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5.1. the design, structure and naming of API Service fields in all responses and requests;
5.2. the resources available within API Service for which Customer takes actions 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;
6.2. copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or
sublicense to any third-party;
6.3. misrepresent the source or ownership; or
6.4. remove, alter, or obscure any confidentiality or proprietary rights not ices (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.
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Advanced User Management Appendix
This Appendix applies if Axon Advanced User Management is included on the Quote.
1. Scope. Advanced User Management allows Customer to (a) utilize bulk user creation and management, (b) automate
user creation and management through System for Cross-domain Identity Management ("SCIM"), and (c) automate
group creation and management through SCIM.
2. Advanced User Management Configuration. Customer will work independently to configure Customer ’s Advanced
User Management for Customer ’s applicable Use. Upon request, Axon will provide general guidance to Customer,
including documentation that details the setup and configuration process.
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FUSUS Appendix
1. Access. Upon Axon granting Customer a subscription to FUSUS cloud services in the Quote, Customer may access
and use FūsusONE Real Time Interoperability Solution services to for the purpose of viewing and managing
Customer Content. Some Customer content contained in Axon Evidence may not be accessible or transferable to
the FUSUS cloud services.
2. Product Limits. The following limitations apply to the below products:
Lite Basic Pro Enterprise Enterprise Plus
Total Number of Managed End Points 150 150 500 1500 4500
Max Number of Video Streams Connected 0 150 500 1500 4500
Indefinite Cloud Storage 2TB 5TB 10TB 30TB
Overages may result in additional fees or the need to upgrade products
3. Disclaimer. Customer is responsible for use of any internet access devices and/or all third-party hardware, software,
services, telecommunication services (including Internet connectivity), or other items used by Customer to access
the service (“Third-Party Components”) are the sole and exclusive responsibility of Customer, and Axon has no
responsibility for such Third-party Components, FUSUS cloud services, or Customer relationships with such third
parties. Customer agrees to at all times comply with the lawful term s and conditions of agreements with such third
parties. Axon does not represent or warrant that the FUSUS cloud services and the Customer Content are compatible
with any specific third-party hardware or software or any other Third-Party Components. Customer is responsible for
providing and maintaining an operating environment as reasonably necessary to accommodate and access the
FUSUS cloud services.
4. Data Privacy. Axon may collect, use, transfer, disclose and otherwise process Customer Content in the context of
facilitating communication of data with Customer through their use of FUSUS cloud services FUSUS app (iOS or
Android interface), complying with legal requirements, monitoring the Customer’s use of FUSUS systems, and
undertaking data analytics. Customer Content saved in Axon Cloud Services is the sole property of Customer and
may not be distributed by Axon to any third parties outside of the Customer’s organization without the Customer’s
expressed written consent.
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Axon Channel Services Appendix
This Appendix applies if Customer purchases Axon Channel Service, as set forth on the Quote.
1. Definitions.
1.1. "Axon Digital Evidence Management System" means Axon Evidence or Axon Evidence Local, as specified
in the attached Channel Services Statement of Work.
1.2. "Active Channel" means a third-party system that is continuously communicating with an Axon Digital
Evidence Management System.
1.3. "Inactive Channel" means a third-party system that will have a one-time communication to an Axon Digital
Evidence Management System.
2. Scope. Customer currently has a third-party system or data repository from which Customer desires to share data
with Axon Digital Evidence Management. Axon will facilitate the transfer of Customer ’s third-party data into an Axon
Digital Evidence Management System or the transfer of Customer data out of an Axon Digital Evidence Management
System as defined in the Channel Services Statement of Work ("Channel Services SOW"). Channel Services will
not delete any Customer Content. Customer is responsible for verifying all necessary data is migrated correctly and
retained per Customer policy.
3. Changes. Axon is only responsible to perform the Services described in this Appendix and Channel Services SOW.
Any additional services are out of scope. The Parties must document scope changes in a written and signed change
order. Changes may require an equitable adjustment in the charges or schedule.
4. Purpose and Use. Customer is responsible for verifying Customer has the right to share data from and provide
access to third-party system as it relates to the Services described in this Appendix and the Channel Services SOW.
For Active Channels, Customer is responsible for any changes to a third-party system that may affect the functionality
of the channel service. Any additional work required for the continuation of the Service may require additional fees.
An Axon Field Engineer may require access to Customer’s network and systems to perform the Services described
in the Channel Services SOW. Customer is responsible for facilitating this access per all laws and policies applicable
to Customer.
5. Project Management. Axon will assign a Project Manager to work closely with Customer ’s project manager and
project team members and will be responsible for completing the tasks required to meet all contract deliverables on
time and budget.
6. Warranty. Axon warrants that it will perform the Channel Services in a good and workmanlike manner.
7. Monitoring. Axon may monitor Customer ’s use of Channel Services to ensure quality, improve Axon devices and
services, prepare invoices based on the total amount of data migrated, and verify compliance with this Agreement.
Customer agrees not to interfere with such monitoring or obscure from Axon Customer ’s use of channel services.
8. Customer’s Responsibilities. Axon’s successful performance of the Channel Services requires Customer:
8.1. Make available its relevant systems for assessment by Axon (including making these systems available to
Axon via remote access);
8.2. Provide access to the building facilities and where Axon is to perform the Channel Services, subject to safety
and security restrictions imposed by the Customer (including providing security passes or other necessary
documentation to Axon representatives performing the Channel Services permitting them to enter and exit
Customer premises with laptop personal computers and any other materials needed to perform the Channel
Services);
8.3. Provide all necessary infrastructure and software information (TCP/IP addresses, node names, and network
configuration) for Axon to provide the Channel Services;
8.4. Ensure all appropriate data backups are performed;
8.5. Provide Axon with remote access to the Customer’s network and third-party systems when required for Axon
to perform the Channel Services;
8.6. Notify Axon of any network or machine maintenance that may impact the performance of the Channel Services;
and
8.7. Ensure the reasonable availability by phone or email of knowledgeable staff, personnel, system administrators,
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and operators to provide timely, accurate, complete, and up-to-date documentation and information to Axon
(these contacts are to provide background information and clarification of information required to perform the
Channel Services).
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VIEVU Data Migration Appendix
This Appendix applies if Customer purchases Migration services, as set forth on the Quote.
1. Scope. Customer currently has legacy data in the VIEVU solution from which Customer desires to move to Axon
Evidence. Axon will work with Customer to copy legacy data from the VIEVU solution into Axon Evidence
("Migration"). Before Migration, Customer and Axon will work together to develop a Statement of Work ("Migration
SOW") to detail all deliverables and responsibilities. The Migration will require the availability of Customer resources.
Such resources will be identified in the SOW. On-site support during Migration is not required. Upon Customer’s
request, Axon will provide on-site support for an additional fee. Any request for on-site support will need to be pre-
scheduled and is subject to Axon’s resource availability.
1.1. A small amount of unexposed data related to system information will not be migrated from the VIEVU solution
to Axon Evidence. Upon request, some of this data can be manually exported before Migration and provided
to Customer. The Migration SOW will provide further detail.
2. Changes. Axon is only responsible to perform the Services described in this Appendix and Migration SOW. Any
additional services are out of scope. The Parties must document scope changes in a written and signed change order.
Changes may require an equitable adjustment in the charges or schedule.
3. Project Management. Axon will assign a Project Manager to work closely with Customer ’s project manager and
project team members and will be responsible for completing the tasks required to meet all contract deliverables on
time and budget.
4. Downtime. There may be downtime during the Migration. The duration of the downtime will depend on the amount
of data that Customer is migrating. Axon will work with Customer to minimize any downtime. Any VIEVU mobile
application will need to be disabled upon Migration.
5. Functionality Changes. Due to device differences between the VIEVU solution and the Axon’s Axon Evidence
solution, there may be functionality gaps that will not allow for all migrated data to be displayed the same way in the
user interface after Migration.
6. Acceptance. Once the Migration is complete, Axon will notify Customer and provide an acceptance form. Customer
is responsible for verifying that the scope of the project has been completed and all necessary data is migrated
correctly and retained per Customer policy. Customer will have ninety (90) days to provide Axon acceptance that the
Migration was successful, or Axon will deem the Migration accepted.
6.1. In the event Customer does not accept the Migration, Customer agrees to notify Axon within a reasonable time.
Customer also agrees to allow Axon a reasonable time to resolve any issue. In the event Customer does not
provide Axon with a written rejection of the Migration during these ninety (90) days, Customer may be charged
for additional monthly storage costs. After Customer provides acceptance of the Migration, Axon will delete all
data from the VIEVU solution ninety (90) days after the Migration.
7. Post-Migration. After Migration, the VIEVU solution may not be supported and updates may not be provided. Axon
may end of life the VIEVU solution in the future. If Customer elects to maintain data within the VIEVU solution, Axon
will provide Customer ninety (90) days’ notice before ending support for the VIEVU solution.
8. Warranty. Axon warrants that it will perform the Migration in a good and workmanlike manner.
9. Monitoring. Axon may monitor Customer’s use of Migration to ensure quality, improve Axon Devices and Services,
prepare invoices based on the total amount of data migrated, and verify compliance with this Agreement. Customer
agrees not to interfere with such monitoring or obscure Customer ’s use of Migration from Axon.
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Axon Technical Account Manager Appendix
This Appendix applies if Axon Support Engineer services are included on the Quote.
1. Axon Technical Account Manager Payment. Axon will invoice for Axon Technical Account Manager ("TAM")
services, as outlined in the Quote, when the TAM commences work on-site at Customer.
2. Full-Time TAM Scope of Services.
2.1. A Full-Time TAM will work on-site four (4) days per week, unless an alternate schedule or reporting location is
mutually agreed upon by Axon and Customer.
2.2. Customer’s Axon sales representative and Axon’s Customer Success team will work with Customer to define
its support needs and ensure the Full-Time TAM has skills to align with those needs. There may be up to a six-
(6-) month waiting period before the Full-Time TAM can work on-site, depending upon Customer’s needs and
availability of a Full-Time TAM.
2.3. The purchase of Full-Time TAM Services includes two (2) complimentary Axon Accelerate tickets per year of
the Agreement, so long as the TAM has started work at Customer, and Customer is current on all payments
for the Full-Time TAM Service.
2.4. The Full-Time TAM Service options are listed below:
Ongoing System Set-up and Configuration
Assisting with assigning cameras and registering docks
Maintaining Customer ’s Axon Evidence account
Connecting Customer to "Early Access" programs for new devices
Account Maintenance
Conducting on-site training on new features and devices for Customer leadership team(s)
Thoroughly documenting issues and workflows and suggesting new workflows to improve the effectiveness of
the Axon program
Conducting weekly meetings to cover current issues and program status
Data Analysis
Providing on-demand Axon usage data to identify trends and insights for improving daily workflows
Comparing Customer's Axon usage and trends to peers to establish best practices
Proactively monitoring the health of Axon equipment and coordinating returns when needed
Direct Support
Providing on-site, Tier 1 and Tier 2 (as defined in Axon's Service Level Agreement) technical support for Axon
Devices
Proactively monitoring the health of Axon equipment
Creating and monitoring RMAs on-site
Providing Axon app support
Monitoring and testing new firmware and workflows before they are released to Customer’s production environment
Customer Advocacy
Coordinating bi-annual voice of customer meetings with Axon’s Device Management team
Recording and tracking Customer feature requests and major bugs
3. Regional TAM Scope of Services
3.1. A Regional TAM will work on-site for three (3) consecutive days per quarter. Customer must schedule the on-
site days at least two (2) weeks in advance. The Regional TAM will also be available by phone and email
during regular business hours up to eight (8) hours per week.
3.2. There may be up to a six- (6-) month waiting period before Axon assigns a Regional TAM to Customer,
depending upon the availability of a Regional TAM.
3.3. The purchase of Regional TAM Services includes two (2) complimentary Axon Accelerate tickets per year of
the Agreement, so long as the TAM has started work at Customer and Customer is current on all payments
for the Regional TAM Service.
3.4. The Regional TAM service options are listed below:
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Account Maintenance
Conducting remote training on new features and devices for Customer’s leadership
Thoroughly documenting issues and workflows and suggesting new workflows to improve the effectiveness of
the Axon program
Conducting weekly conference calls to cover current issues and program status
Visiting Customer quarterly (up to 3 consecutive days) to perform a quarterly business review, discuss Customer's
goals for your Axon program, and continue to ensure a successful deployment of Axon Devices
Direct Support
Providing remote, Tier 1 and Tier 2 (As defined Axon's Service Level Agreement) technical support for Axon
Devices
Creating and monitoring RMAs remotely
Data Analysis
Providing quarterly Axon usage data to identify trends and program efficiency opportunities
Comparing Customer's Axon usage and trends to peers to establish best practices
Proactively monitoring the health of Axon equipment and coordinating returns when needed
Customer Advocacy
Coordinating bi-yearly Voice of Customer meetings with Device Management team
Recording and tracking Customer feature requests and major bugs
4. Out of Scope Services. The TAM is responsible to perform only the Services described in this Appendix. Any
additional Services discussed or implied that are not defined explicitly in this Appendix will be considered out of the
scope.
5. TAM Leave Time. The TAM will be allowed up seven (7) days of sick leave and up to fifteen (15) days of vacation
time per each calendar year. The TAM will work with Customer to coordinate any time off and will provide Customer
with at least two (2) weeks’ notice before utilizing any vacation days.
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Axon Investigate Appendix
If the Quote includes Axon's On Prem Video Suite known as Axon Investigate or Third Party Video Support License, the
following appendix shall apply.
1. License Grant. Subject to the terms and conditions specified below and upon payment of the applicable fees set
forth in the Quote, Axon grants to Customer a nonexclusive, nontransferable license to install, use, and display the
Axon Investigate software ("Software") solely for its own internal use only and for no other purpose, for the duration
of subscription term set forth in the Quote. This Agreement does not grant Customer any right to enhancements or
updates, but if such are made available to Customer and obtained by Customer they shall become part of the Software
and governed by the terms of this Agreement.
2. Third-Party Licenses. Axon licenses several third-party codecs and applications that are integrated into the
Software. Users with an active support contract with Axon are granted access to these additional features. By
accepting this agreement, Customer agrees to and understands that an active support contract is required for all of
the following features: DNxHD output formats, decoding files via the "fast indexing" method, proprietary file metadata,
telephone and email support, and all future updates to the software. If Customer terminates the annual support
contract with Axon, the features listed above will be disabled within the Software. It is recommended that users remain
on an active support contract to maintain the full functionality of the Software.
3. Restrictions on Use. Customer may not permit any other person to use the Software unless such use is in
accordance with the terms of this Agreement. Customer may not modify, translate, reverse engineer, reverse compile,
decompile, disassemble or create derivative works with respect to the Software, except to the extent applicable laws
specifically prohibit such restrictions. Customer may not rent, lease, sublicense, grant a security interest in or
otherwise transfer Customer ’s rights to or to use the Software. Any rights not granted are reserved to Axon.
4. Term. For purchased perpetual Licenses only—excluding Licenses leased for a pre-determined period, evaluation
licenses, companion licenses, as well as temporary licenses--the license shall be perpetual unless Customer fails to
observe any of its terms, in which case it shall terminate immediately, and without additional prior notice. The terms
of Paragraphs 1, 2, 3, 5, 6, 8 and 9 shall survive termination of this Agreement. For licenses leased for a pre-
determined period, for evaluation licenses, companion licenses, as well as temporary licenses, the license is granted
for a period beginning at the installation date and for the duration of the evaluation period or temporary period as
agreed between Axon and Customer.
5. Title. Axon and its licensors shall have sole and exclusive ownership of all right, title, and interest in and to the
Software and all changes, modifications, and enhancements thereof (including ownership of all trade secrets and
copyrights pertaining thereto), regardless of the form or media in which the original or copies may exist, subject only
to the rights and privileges expressly granted by Axon. This Agreement does not provide Customer with title or
ownership of the Software, but only a right of limited use.
6. Copies. The Software is copyrighted under the laws of the United States and international treaty provisions. Customer
may not copy the Software except for backup or archival purposes, and all such copies shall contain all Axon’s notices
regarding proprietary rights as contained in the Software as originally provided to Customer. If Customer receives
one copy electronically and another copy on media, the copy on media may be used only for archival purposes and
this license does not authorize Customer to use the copy of media on an additional server.
7. Actions Required Upon Termination. Upon termination of the license associated with this Agreement , Customer
agrees to destroy all copies of the Software and other text and/or graphical documentation, whether in electronic or
printed format, that describe the features, functions and operation of the Software that are provided by Axon to
Customer ("Software Documentation") or return such copies to Axon. Regarding any copies of media containing
regular backups of Customer's computer or computer system, Customer agrees not to access such media for the
purpose of recovering the Software or online Software Documentation.
8. Export Controls. None of the Software, Software Documentation or underlying information may be downloaded or
otherwise exported, directly or indirectly, without the prior written consent, if required, of the office of Export
Administration of the United States, Department of Commerce, nor to any country to which the U.S. has embargoed
goods, to any person on the U.S. Treasury Department’s list of Specially Designated Nations, or the U.S. Department
of Commerce’s Table of Denials.
9. U.S. Government Restricted Rights. The Software and Software Documentation are Commercial Computer
Software provided with Restricted Rights under Federal Acquisition Regulations and Customer supplements to them.
Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii)
of the Rights in Technical Data and Computer Software clause at DFAR 255.227 -7013 et. Seq. or 252.211-7015, or
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subparagraphs (a) through (d) of the Commercial Computer Software Restricted Rights at FAR 52.227-19, as
applicable, or similar clauses in the NASA FAR Supplement. Contractor/manufacturer is Axon Enterprise, Inc., 17800
North 85th Street, Scottsdale, Arizona 85255.
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My90 Terms of Use Appendix
Definitions.
1.1. "My90" means Axon’s proprietary platform and methodology to obtain and analyze feedback, and other
related offerings, including, without limitation, interactions between My90 and Axon products.
1.2. "Recipient Contact Information" means contact information, as applicable, including phone number or
email address (if available) of the individual whom Customer would like to obtain feedback.
1.3. "Customer Data" means
1.3.1. "My90 Customer Content" which means data, including Recipient Contact Information, provided to
My90 directly by Customer or at their direction, or by permitting My90 to access or connect to an
information system or similar technology. My90 Customer Content does not include My90 Non-
Content Data.
1.3.2. "My90 Non-Content Data" which means data, configuration, and usage information about
Customer's My90 tenant, and client software, users, and survey recipients that is Processed (as
defined in Section 1.6 of this Appendix) when using My90 or responding to a My90 Survey. My90
Non-Content Data includes data about users and survey recipients captured during account
management and customer support activities. My90 Non-Content Data does not include My90
Customer Content.
1.3.3. "Survey Response" which means survey recipients' response to My90 Survey.
1.4. "My90 Data" means
1.4.1. "My90 Survey" which means surveys, material(s) or content(s) made available by Axon to
Customer and survey recipients within My90.
1.4.2. "Aggregated Survey Response" which means Survey Response that has been de-identified and
aggregated or transformed so that it is no longer reasonably capable of being associated with, or
could reasonably be linked directly or indirectly to, a particular individual.
1.5. "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.
1.6. "Processing" means any operation or set of operations which is performed on data or on sets of data,
whether or not by automated means, such as collection, recording, organization, structuring, storage,
adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise
making available, alignment or combination, restriction, erasure, or destruction.
1.7. "Sensitive Personal Data" means Personal Data that reveals an individual’s health, racial or ethnic origin,
sexual orientation, disability, religious or philosophical beliefs, or trade union membership.
2. Access. Upon Axon granting Customer a subscription to My90, Customer may access and use My90 to store
and manage My90 Customer Content, and applicable My90 Surveys and Aggregated Survey Responses. This
Appendix is subject to the Terms and Conditions of Axon’s Master Service and Purchasing Agreement or in the
event you and Axon have entered into a prior agreement to govern all future purchases, that agreement shall
govern.
3. IP address. Axon will not store survey respondents’ IP address.
4. Customer Owns My90 Customer Content. Customer controls or owns all right, title, and interest in My90
Customer Content. Except as outlined herein, Axon obtains no interest in My90 Customer Content, and My90
Customer Content is not Axon’s business records. Except as set forth in this Agreement, Customer is responsible
for uploading, sharing, managing, and deleting My90 Customer Content. Axon will only have access to My90
Customer Content for the limited purposes set forth herein. Customer agrees to allow Axon access to My90
Customer Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this
Agreement or policies governing use of My90 and other Axon products.
5. Details of the Processing. The nature and purpose of the Processing under this Appendix are further specified
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in Schedule 1 Details of the Processing, to this Appendix.
6. Security. Axon will implement commercially reasonable and appropriate measures to secure Customer Data
against accidental or unlawful loss, access, or disclosure. Axon will maintain a comprehensive information security
program to protect Customer Data including logical, physical access, vulnerability, risk, and configuration
management; incident monitoring and response; security education; and data protection. Axon will not treat
Customer Data in accordance with FBI CJIS Security Policy requirements and does not agree to the CJIS Security
Addendum for this engagement or any other security or privacy related commitments that have been established
between Axon and Customer, such as ISO 27001 certification or SOC 2 Reporting.
7. Privacy. Customer use of My90 is subject to the My90 Privacy Policy, a current version of which is available at
https://www.axon.com/legal/my90privacypolicy. Customer agrees to allow Axon access to My90 Non-Content
Data from Customer to (a) perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, develop,
improve, and support current and future Axon products including My90 and related services; and (c) enforce this
Agreement or policies governing the use of My90 or other Axon products.
8. Location of Storage. Axon may transfer Customer Data to third-party subcontractors for Processing. Axon will
determine the locations for Processing of Customer Data. For all Customer, Axon will Process and store Customer
Data within the country in which Customer is located. Ownership of My90 Customer Content remains with
Customer.
9. Required Disclosures. Axon will not disclose Customer Data that Customer shares with Axon except as
compelled by a court or administrative body or required by any law or regulation. Axon will notify Customer if any
disclosure request is received for Customer Data so Customer may file an objection with the court or
administrative body, unless prohibited by law.
10. Data Sharing. Axon may share data only with entities that control or are controlled by or under common control
of Axon, and as described below:
10.1. Axon may share Customer Data with third parties it employs to perform tasks on Axon’s behalf to provide
products or services to Customer.
10.2. Axon may share Aggregated Survey Response with third parties, such as other Axon customers, local city
agencies, private companies, or members of the public that are seeking a way to collect analysis on general
policing and community trends. Aggregated Survey Response will not be reasonably capable of being
associated with or reasonably be linked directly or indirectly to a particular individual.
11. License and Intellectual Property. Customer grants Axon, its affiliates, and assignees the irrevocable,
perpetual, fully paid, royalty-free, and worldwide right and license to use Customer Data for internal use including
but not limited to analysis and creation of derivatives. Axon may not release Customer Data to any third party
under this right that is not aggregated and de-identified. Customer acknowledges that Customer will have no
intellectual property right in any media, good or service developed or improved by Axon. Customer acknowledges
that Axon may make any lawful use of My90 Data and any derivative of Customer Data including, without
limitation, the right to monetize, redistribute, make modification of, and make derivatives of the surveys, survey
responses and associated data, and Customer will have no intellectual property right in any good, service, media,
or other product that uses My90 Data.
12. Customer Use of Aggregated Survey Response. Axon will make available to Customer Aggregated Survey
Response and rights to use for any Customer purpose.
13. Data Subject Rights. Taking into account the nature of the Processing, Axon shall assist Customer by appropriate
technical and organizational measures, insofar as this is reasonable, for the fulfilment of Customer's obligation to
respond to a Data Subject Request regarding any Personal Data contained within My90 Customer Content. If in
regard to My90 Customer Content, Axon receives a Data Subject Request from Customer's data subject to
exercise one or more of its rights under applicable Data Protection Law, Axon will redirect the data subject within
seventy-two (72) hours, to make its request directly to Customer. Customer will be responsible for responding to
any such request.
14. Assistance with Requests Related to My90 Customer Content. With regard to the processing of My90
Customer Content, Axon shall, if not prohibited by applicable law, notify Customer without delay after receipt, if
Axon: (a) receives a request for information from the Supervisory Authority or any other competent authority
regarding My90 Customer Content; (b) receives a complaint or request from a third party regarding the obligations
of Customer or Axon under applicable Data Protection Law; or (c) receives any other communication which directly
or indirectly pertains to My90 Customer Content or the Processing or protection of My90 Customer Content. Axon
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shall not respond to such requests, complaints, or communications, unless Customer has given Axon written
instructions to that effect or if such is required under a statutory provision. In the latter case, prior to responding
to the request, Axon shall notify Customer of the relevant statutory provision and Axon shall limit its response to
what is necessary to comply with the request.
15. Axon Evidence Partner Sharing. If Axon Evidence partner sharing is used to share My90 Customer Content,
Customer will manage the data sharing partnership with Axon and access to allow only for authorized data sharing
with Axon. Customer acknowledges that any applicable audit trail on the original source data will not include
activities and processing performed against the instances, copies or clips that has been shared with Axon.
Customer also acknowledges that the retention policy from the original source data is not applied to any data
shared with Axon. Except as provided herein, data shared with Axon may be retained indefinitely by Axon.
16. Data Retention. Phone numbers provided to Axon directly by Customer or at their direction, or by permitting
My90 to access or connect to an information system or similar technology will be retained for twenty-four (24)
hours. Axon will not delete Aggregated Survey Response for four (4) years following termination of this
Agreement. There will be no functionality of My90 during these four (4) years other than the ability to submit a
request to retrieve Aggregated Survey Response. Axon has no obligation to maintain or provide Aggregated
Survey Response after these four years and may thereafter, unless legally prohibited, delete all Aggregated
Survey Response.
17. Termination. Termination of an My90 Agreement will not result in the removal or modification of previously shared
My90 Customer Content or the potential monetization of Survey Response and Aggregated Survey Response.
18. Managing Data Shared. Customer is responsible for:
18.1. Ensuring My90 Customer Content is appropriate for use in My90. This includes, prior to sharing: (a)
applying any and all required redactions, clipping, removal of metadata, logs, etc. and (b) coordination with
applicable public disclosure officers and related legal teams;
18.2. Ensuring that only My90 Customer Content that is authorized to be shared for the purposes outlined is
shared with Axon. Customer will periodically monitor or audit this shared data;
18.3. Using an appropriately secure data transfer mechanism to provide My90 Customer Content to Axon;
18.4. Immediately notifying Axon if My90 Customer Content that is not authorized for sharing has been shared.
Axon may not be able to immediately retrieve or locate all instances, copies or clips of My90 Customer
Content in the event Customer requests to un-share previously shared My90 Customer Content;
19. Prior to enrollment in My90. Prior to enrolling in My90, Customer will:
19.1. determine how to use My90 in accordance with applicable laws and regulations including but not limited to
consents, use of info or other legal considerations;
19.2. develop a set of default qualification criteria of what My90 Customer Content may be shared with Axon;
and
19.3. assign responsibilities for managing what My90 Customer Content is shared with Axon and educate users
on what data may or not be shared with Axon.
20. Customer Responsibilities. Customer is responsible for:
20.1. ensuring no My90 Customer Content or Customer End User’s use of My90 Customer Content or My90
violates this Agreement or applicable laws;
20.2. providing, and will continue to provide, all notices and has obtained, and will continue to obtain, all consents
and rights necessary under applicable laws for Axon to process Customer Data in accordance with this
Agreement; and
20.3. maintaining necessary computer equipment and Internet connections for use of My90. If Customer
becomes aware of any violation of this Agreement by an End User, Customer will immediately terminate
that End User’s access to My90. Customer will also maintain the security of End User’s usernames and
passwords and security and access by End Users to My90 Customer Content. Customer is responsible for
ensuring the configuration and utilization of My90 meets applicable Customer regulations and standards.
Customer may not sell, transfer, or sublicense access to any other entity or person. Customer shall contact
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Axon immediately if an unauthorized party may be using Customer's account or My90 Customer Content
or if account information is lost or stolen.
21. Suspension. Axon may temporarily suspend Customer's or any End User’s right to access or use any portion or
all of My90 immediately upon notice, if Customer or End User’s use of or registration for My90 may (a) pose a
security risk to Axon products including My90, or any third-party; (b) adversely impact My90, 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, if applicable, incurred through suspension. Axon will not delete My90
Customer Content or Aggregated Survey Response because of suspension, except as specified in this
Agreement.
22. My90 Restrictions. Customer and Customer End Users , may not, or may not attempt to:
22.1. copy, modify, tamper with, repair, or create derivative works of any part of My90;
22.2. reverse engineer, disassemble, or decompile My90 or apply any process to derive any source code
included in My90, or allow others to do the same;
22.3. access or use My90 with the intent to gain unauthorized access, avoid incurring fees or exceeding usage
limits or quotas;
22.4. use trade secret information contained in My90, except as expressly permitted in this Agreement;
22.5. access My90 to build a competitive product or service or copy any features, functions, or graphics of My90;
22.6. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark
notices) of Axon’s or Axon’s licensors on or within My90; or
22.7. use My90 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.
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Schedule 1- Details of the Processing
1. Nature and Purpose of the Processing. To help Customer obtain feedback from individuals, such as members of
their community, staff, or officers. Features of My90 may include:
1.1 Survey Tool where Customer may create, distribute, and analyze feedback from individuals it designates.
Customer may designate members of the community, staff or officers from whom they would like to obtain
feedback;
1.2 Creation of custom forms for surveys. Customer may select questions from a list of pre-drafted questions or
create their own;
1.3 Distribution of survey via multiple distribution channels such as text message;
1.4 Ability to access and analyze Survey Response. Axon may also provide Customer Aggregated Survey
Responses which contain analysis and insights from the Survey Response;
1.5 Direct integrations into information systems including Computer Aided Dispatch ("CAD"). This will enable
Customer to share contact information easily and quickly with Axon of any individuals from whom it wishes to
obtain feedback, enabling Axon to communicate directly with these individuals;
1.6 Data Dashboard Beta Test ("Data Dashboard") where Survey Response and Aggregated Survey Response
will be displayed for Customer use. Customer will be able to analyze, interpret, and share results of the Survey
Response. My90 may provide beta versions of the Data Dashboard that are specifically designed for Customer
to test before they are publicly available;
1.7 Survey Responses will be aggregated and de-identified and may be subsequently distributed and disclosed
through various mediums to: (1) Customer; (2) other Axon Customer; (3) private companies; and (4) members
of the public. The purpose of disclosure is to provide ongoing insights and comparisons on general policing
and community trends. Prior to disclosing this information, Axon will ensure that the Survey Response has
been de-identified and aggregated or transformed so that it is no longer reasonably capable of being
associated with, or could reasonably be linked directly or indirectly to a particular individual; and
1.8 Provide services and materials to engage Customer stakeholders, market the partnership to the public, and
facilitate training.
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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 all 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.
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Axon Training Pod Appendix
1. Customer Responsibilities. Customer is responsible for: (i) all permits to use the Axon Training Pod; (ii)
complying with all applicable laws pertaining to the use of the Axon Training Pod; (iii) any maintenance required for the
Axon Training Pod; and (iv) disposal of the Axon Training Pod.
2. Warranties. TO THE EXTENT NOT PROHIBITED BY LAW, AXON TRAINING POD IS SOLD “AS IS”
WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON -
INFRINGEMENT.
3. Placement. Axon will make its best efforts to work with Customer on the initial placement of the Axon Training
Pod. After the initial placement, it is the Customer’s responsibility to make any adjustments to the Axon Training Pod’s
placement.
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Appendix for AI Technology
This AI Appendix shall only apply to Customers who license Axon Cloud Services in a Quote that specifically utilize AI
Technology. Unless explicitly defined otherwise, capitalized terms used in this Appendix have the same meaning as
those in the Agreement.
1. Definitions
1.1 AI Technology. Refers to artificial intelligence functionalities embedded in Axon’s Cloud Services, which may
include: (a) Enhanced Evidence Management; (b) AI-powered redaction tools; (c) Large Language Model-based
tools (e.g., "Draft One" “Policy Chat”); (d) Predictive Analytics for operational insights; or (e) Natural Language
Processing (NLP) for text and speech analysis.
1.2 Model Drift. The degradation of AI model performance due to changes in input data or external conditions,
requiring retraining or updates.
1.3 Bias Mitigation. Strategies and techniques used to identify, measure, and minimize bias in AI Technology.
2. Scope and Usage
2.1 Integration. Axon AI Technology is intended to improve public safety, streamline operations, and ensure data
accuracy. The AI functionalities will only be used as described in the Agreement or applicable documentation.
2.2 Data Use. Axon acts as a Data Processor for AI Technology. All inquiries submitted are processed solely to
provide accurate responses based on Customer Content submitted. Customer remains the Data Controller of all
Customer Content. Axon and Axon’s subprocessors do not train their models on Customer Content. Customers
who elect to participate in Axon’s ACEIP program can enter into custom agreements to assist in product
development efforts like AI model training. Even in those cases, Axon operates carefully on redacted data and
not on Customer Content.
2.3 Automatic Data Collection.AI Technology may automatically collect Non-Content Data about user interactions
with the service and their devices to enhance the functionality and security of the system. The details collected
include, but are not limited to, the following:
2.3.1 User Engagement and Activity Metrics. AI Technology may track key engagement statistics, including
Daily Active Users (DAUs), Weekly Active Users (WAUs), and Monthly Active Users (MAUs). Additional
metrics include new user activations, repeat usage rates, total queries submitted, follow-up query
volume, session lengths, retention rates, and user satisfaction ratings (e.g., thumbs up/down feedback).
2.3.2 Sales and Adoption Tracking. Axon monitors the number of licenses and agencies purchasing the
service, including those in trial phases, fully deploying the service, and conversion rates from trials to
paid subscriptions.
2.3.3 End User inputs. Axon may process de-identified end-user inputs to the AI Technology,
excluding Customer Content or any data that directly or indirectly identifies individuals.
3. Axon Responsibilities
3.1 Ethical AI Development. Axon shall: (a) Follow its responsible innovation framework; (b) Engage with the Ethics
and Equity Advisory Council (EEAC) for feedback; (c) Conduct testing to minimize bias and ensure reliability;
and (d) Implement Bias Mitigation techniques in model development and deployment.
3.2 Security Program. Axon will maintain a comprehensive information security program, including logical and
physical access, vulnerability, risk, and configuration management; incident monitoring and response;
encryption of digital evidence; and security education.
3.3 Transparency. Axon will provide documentation describing AI functionalities and their intended use and disclose
any material limitations, risks, or Model Drift incidents.
3.4 Incident Response. Axon will promptly address and rectify anomalies in AI functionalities, as outlined in its
incident management procedures.
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3.5 Compliance. Axon will ensure compliance with applicable laws, regulations, and standards, including but not
limited to the EU AI Act, NIST AI standards, and ISO/IEC 27001.
4. Customer Responsibilities
4.1 Ownership of Customer Content. Customer controls and owns all rights, title, and interest in Customer Content.
Axon obtains no interest in Customer Content and will only access Customer Content for limited purposes as
outlined in the Agreement.
4.2 Use of AI Technologies. Customer must: (a) review AI-generated outputs to ensure accuracy and
appropriateness; (b) maintain control over Customer Content shared with AI Technologies (c) comply with
applicable laws when using Axon AI Technology and Axon Services; (d) monitor for potential issues with AI
outputs, including false positives or negatives; (e) actively opt -in for programs involving data sharing through
Axon’s ACEIP program; and (f) provide timely feedback on Axon AI Technology performance.
4.3 Restrictions. AI Technology is not designed for emergencies, and in such cases, users should contact
appropriate emergency services directly. Axon disclaims liability for queries containing prohibited content, such
as hate, sexual material, or violence, and reserves the right to restrict such usage.
5. Policy Chat. This section outlines the specific terms and conditions related to the use of Policy Chat by the
Customer. By utilizing Policy Chat, the Customer agrees to comply with the following provisions:
5.1 License and Content Restrictions. Any uploads beyond 5,000 pages may be limited by Axon. It is the
Customer's responsibility to manage uploads to ensure system efficiency and compliance with these terms.
5.2 Data Processing. Inquiries submitted to Policy Chat are processed solely to provide accurate responses based
on existing policy documents provided by the Customer. The Customer remains the Data Controller of all policy
content, and Axon's role is strictly limited to facilitating access to this information through Policy Chat.
5.3 Policy Chat Restrictions. The information provided by Policy Chat is for informational purposes only and is
based on the policy documents uploaded by the Customer. Axon does not guarantee the accuracy,
completeness, or timeliness of the information, and disclaims all liability for any reliance placed on such
information. Policy Chat is not a substitute for official policy documents, legal advice, or comprehensive training.
Users should consult their supervisors, legal advisors, or official sources for t he most accurate and up-to-date
policy guidance. Changes to policies may not be reflected immediately, and it is the Customer's responsibility
to ensure data integrity by uploading the most current documents and removing outdated versions.
6. Draft One. Specifically for Customers who utilize Draft One, Axon may impose usage restrictions if a single user
generates more than three hundred (300) reports per month for two or more consecutive months.
7. Brief One. Brief One includes automatic summarization of all products that can be transcribed. If Customer
subscribes to Brief One within a Quote, Customer may utilize Brief One with no limit on the number of pieces of
evidence or cases. Notwithstanding the foregoing, Axon may limit evidence and case summaries for cases with over
one thousand (1000) pieces of evidence or after three hundred (300) cases per End User per month for two (2)
consecutive months in a row.
8. Amendments. Axon reserves the right to amend this Appendix to reflect changes in applicable laws or improvements
in AI Technologies. Axon will provide at least 30 days’ notice for any substantive changes. Continued use of Axon
Devices and Services after the effective date constitutes acceptance of the updated terms.
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Dedrone Product Appendix
If the Quote includes Dedrone Hardware, Dedrone Software, and/or Airspace Security as a Service (collectively “Dedrone
Products”), this appendix and the following additional terms shall apply.
1. Definitions
1.1 “Dedrone Data” means data that Axon maintains regarding a wide variety of drone models and
manufacturers in the marketplace (“DedroneDNA”, formerly “DroneDNA”), as well as usability information that
Axon collects regarding the performance of the Dedrone Software and Dedrone Hardware, aggregate or de-
identified Collected Data compiled or used by Axon in accordance with Section 4.2, and any other information
that Axon makes available to Customer by means of the Dedrone Software
1.2 “Dedrone Hardware” means the Axon drone detection hardware sensor or mitigation products set forth on a
Quote and does not include any Third-Party Hardware.
1.3 “Sensor” means a radio frequency, video, radar or other hardware sensor for drone detection purchased by
Customer from Axon or obtained from any third-party vendor.
1.4 “Dedrone Software” means (i) Axon’s proprietary drone-tracking software, known as DedroneTracker
(formerly DroneTracker), whether deployed on-premise or hosted by Axon as a cloud-based solution, (ii)
Axon’s video analytics software (currently known as Analytics Server), and/or (iii) software and/or firmware
deployed or installed on the Dedrone Hardware or available for download and installation onto Customer’s
Third-Party Hardware.
1.5 “Third-Party Hardware” means hardware products owned by Customer or purchased by Customer from third
parties that are used by Customer in conjunction with the Software.
2. Customer License
2.1 Software License. Subject to the terms of this Agreement, Axon grants Customer a royalty-free, nonexclusive,
nontransferable, worldwide right during each Quote Term to use the Dedrone Software, including the Dedrone
Data and Collected Data, subject to the terms of the Agreement and this Appendix (the “License”). Customer
must purchase a License to the Software for each unit of Dedrone Hardware and/or Third -Party Hardware
using Dedrone Software. Accordingly, Customer may only use the Software quantity and type of Hardware
and/or Third-Party Hardware units specified on the applicable Quote. If Customer purchases additional
Licenses during a current Term, the Term of the new License(s) will be pro-rated to terminate at the end of the
then-current License Term. Use of the Dedrone Software is subject to the terms of the Agreement between the
parties
2.2 Restrictions. Customer will not: (i) use (or allow a third party to use) the Dedrone Products in order to monitor
the availability, security, performance, or functionality of the Dedrone Products, or for any other benchmarking
or competitive purposes; (ii) market, sublicense, resell, lease, loan, transfer, or otherwise commercially exploit
the Dedrone Products; (iii) modify, create derivative works, decompile, reverse engineer, attempt to gain
access to the source code, or copy the Dedrone Products or any of their components; (iv) use the Dedrone
Products to conduct any fraudulent, malicious, or illegal activities; or (v) use the Dedrone Products in
contravention of any applicable laws or regulations (each of (i) through (v), a (“Prohibited Use”).
3. Customer Obligations
3.1 Compliance. Customer will use the Dedrone Products only in accordance with applicable specifications (the
“Specifications”) and in compliance with all applicable laws, including all applicable export laws and regulations
of the United States or any other country. Customer acknowledges that due to the nascent nature of drone
detection and mitigation technologies applicable laws and regulations may be changing or emerging over time,
and agrees that it is Customer’s responsibility to keep itself aware and remain compliant with the current laws
and regulations that may apply, including but not limited to those that may apply to advanced features available
at Customer’s option in the Dedrone Software. Customer will ensure that none of the Dedrone Products are
directly or indirectly exported, re-exported, or used to provide services in violation of such export laws and
regulations. Axon reserves the right to suspend use of any Dedrone Products operating in violation of such
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laws, following written notice to Customer. If Customer uses a radio jammer, or any other controlled device, in
connection with the Dedrone Software, Customer represents to Axon that it is authorized to do so by the
relevant authorities, that it will do so only in accordance with such authorization, and it will provide supporting
documentation regarding such authorization upon request. Customer may be required to obtain legal
authorization before any purchase or use of hardware sold by third parties. Axon s hall not be liable if any
government export authorization is delayed, denied, revoked, restricted or not renewed, nor shall any such
delay, denial, revocation, restriction or non-renewal shall not constitute a breach of the Agreement by Axon.
3.2 Computing Environment. Customer is responsible for the maintenance and security of its own network and
computing environment that it uses to host and/or access the Dedrone Products and for ensuring that any
Third-Party Hardware meets the necessary specifications for use with the Dedrone Software.
4. Data Protection
4.1 Data. If Customer licenses Dedrone Software, as part of its operation, the Dedrone Software may collect and
send to servers owned, operated or controlled by Axon data or other information regarding Customer’s use of
the Dedrone Software, which may include (i) information generated by each Sensor deployed by Customer,
including information related to the date, time, and duration of the detection of the drone, as well as the
locations of the detected drones and remote controls and of the Sensor itself (collectivel y, “Sensor Data”), and
(ii) video recording of the detected drones, including flight path ("Video Data") (Sensor Data and Video Data are
collectively referred to as “Collected Data”).
4.2 Use of Collected Data. Axon has the right to use Collected Data for any purpose, including: (i) improving any
Dedrone Product; (ii) analyzing any Dedrone Product or the performance of any Dedrone Product; or (iii)
compiling or using aggregate or de-identified Collected Data with other customers, or government and law
enforcement entities, with or without compensation. Customer acknowledges that Axon may learn from the
performance or use of any Dedrone Product, and Axon shall have the sole right to exploit any modification,
enhancement or improvement of any Dedrone Product resulting from such learning.
4.3 User Data. To the extent Axon uses User login information, including name, email, username, and password
(collectively, “User Data”) for any purpose other than to provide services to the Customer, such User Data will
be deidentified and anonymized, and will not be identified as having come from Customer, except that Axon
may disclose User Data where Axon, in good faith, believes that the law or legal process (such as a court
order, search warrant or subpoena) requires Axon to do so.
4.4 Security. Axon maintains industry standard physical, technical, and administrative safeguards (the “Security
Measures”) to protect Collected Data.
4.5 No Access. Except for User Data, Axon does not (and will not) collect, process, store, or otherwise have
access to any personal information, about End Users or users of Customer’s products or services.
5. Ownership.
5.1 Axon Property. Axon owns and retains all right, title, and interest in and to the Dedrone Data, Collected Data,
the Dedrone Software, and all intellectual property embodied in the Dedrone Hardware, if the Dedrone
Hardware is provided by Axon. Except for the limited license granted to Customer in Section 2.1, Axon does
not by means of this Agreement or otherwise transfer or license any rights in the Dedrone Products to
Customer, whether by implication, estoppel or otherwise. To the maximum extent permitted by applicable law
Customer will take no action inconsistent with Axon intellectual property rights in the Dedrone Products or any
Dedrone Data.
5.2 Customer Property. Customer owns and retains all right, title, and interest in and to the User Data and does
not by means of this Agreement or otherwise transfer any rights in the User Data to Axon, except for the limited
rights set forth in Section 4.3.
6. Government Restricted Rights. To the extent that Customer is an agency or instrumentality of the U.S.
government, the parties agree that the Dedrone Software and documentation are commercial computer software
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and commercial computer software documentation, respectively, and Customer’s rights therein are as specified in
this License, per FAR 12.212 and DFARS 227.7202-3, as applicable, or in the case of NASA, subject to NFS
1852.22.
7. Updates. The Dedrone Software may include functionality that allows it to automatically download updates that
may be made available by Axon. Customer consents to the installation of such functionality.