CITY OF TEMPE - PARK RANGERS AXON MSPA 2026 (AXON 011426)17(AXON 011526 CONFORMED FINAL 1-15.DOCX
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Master Services and Purchasing Agreement
Version: 24.1
Release Date: November 2025
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This Master Services and Purchasing Agreement ("Agreement") is between Axon Enterprise, Inc. ("Axon"), and the City
of Tempe ("Customer"). This Agreement is effective on February 1, 2026. 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 along with the Sourcewell Contract #101223-AXN 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 may be renewed for an additional 5
year term ("Renewal Term") with the written approval of both Parties. 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, inline with
pricing in the current Sourcewell Contract at that time. New devices and services may require additional terms.
Axon will not authorize new 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. 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
shipped FOB Destination via common carrier. Title and risk of loss pass to Customer upon Axon’s delivery via
common carrier to the shipping destination.
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-)
year hardware warranty through the extended warranty term purchased.
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Release Date: November 2025
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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 interference, 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 ten (10) times the
purchase price paid to Axon for the Axon Device, or if for Services, the ten (10) times 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 Hardware, Software and Services. Use of hardware, 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.
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7.8.
Axon Aid. Upon mutual agreement between Axon and Customer, Axon may provide certain products and
services to Customer, as a charitable donation under the Axon Aid program. In such event, Customer expressly
waives and releases any and all claims, now known or hereafter known, against Axon and its officers, directors,
employees, agents, contractors, affiliates, successors, and assigns (collectively, "Releasees"), including but
not limited to, on account of injury, death, property damage, or loss of data, arising out of or attributable to the
Axon Aid program whether arising out of the negligence of any Releasees or otherwise. Customer agrees not
to make or bring any such claim against any Release, 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 or feature 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. and
Professional/Technical, Errors and Omissions and /or Miscellaneous Liability insurance in accordance with the
coverages outlined within the Sourcewell Contract. City of Tempe will be named as an additional insured. 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
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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. Indemnification. Axon will indemnify and defend the Agency Indemnitees (the Agency’s officers, directors, and
employees) from and against all claims, demands, losses, liabilities, reasonable costs and expenses arising out of a
claim by a third party against an Agency Indemnitee resulting from any negligent act, error or omission, or willful
misconduct of Axon under or related to this Agreement, except in the case of negligent acts, omissions or willful
misconduct of the Agency or claims that fall under Workers Compensation coverage.
17. 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
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.
18. Termination.
18.1. 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.
18.2. 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.
18.3. 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.
19. 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.
20. General.
20.1. Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party’s
reasonable control.
20.2. 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.
20.3. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
20.4. 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
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User becomes a Restricted Person or violates export laws.
20.5. 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.
20.6. Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver
of that right.
20.7. 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.
20.8. 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.
20.9. 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.
20.10.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.
20.11.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), along with Sourcewell Contract #101223-AXN 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.
21. Availability of Funds for the Next Fiscal Year: The Customer’s obligation for performance of the Contract is
contingent upon the availability of Customer’s state and federal funds that are allocated or appropriated for
payment obligations of the Contract. If funds are not allocated by the Customer or available for the continued
use or purchase of services, work and/or materials set forth herein, the Customer may terminate the Contract.
The Customer will use reasonable efforts to notify Contractor of such non-allocation affecting the obligations of
the Contractor and/or Customer. The Customer shall not be penalized or adversely affected for exercise of its
termination rights. Further, the Customer shall in no way be obligated or liable for additional payments or other
damages as a result of such termination. No legal liability on the part of the Customer for any payment may
arise for performance under this Contract.
22. Anti-Discrimination: Axon agrees that it will comply with section 2-603(5) of Tempe’s Code (“TCC”),
and will not refuse to hire or employ or bar or discharge from employment any person or discriminate
against such person in compensation, conditions, or privileges of employment because of race, color,
gender, gender identity, sexual orientation, religion, national origin, familial status, age, disability, or
United States military veteran status.
23. Compliance with Laws: Axon agrees and covenants that it will comply with any and all applicable
governmental restrictions, regulations and rules of duly constituted authorities having jurisdiction insofar
as the performance of the work and services pursuant to the Contract, and all applicable safety and
employment laws, rules and regulations, including but not limited to, the Fair Labor Standards Act, the
Walsh-Healey Act, and the Legal Arizona Workers Act (LAWA), and all amendments thereto, along with
all attendant laws, rules and regulations. Axon acknowledges that a breach of this warranty is a material
breach of this Contract and Axon is subject to penalties for violation(s) of this provision, including
termination of this Contract. Customer retains the right to inspect the documents of any and all Axon’s,
subAxon’s and sub-subAxon’s performing work and/or services relating to the Contract to ensure
compliance with this warranty. Any and all costs associated with Customer inspection are the sole
responsibility of Axon . Axon hereby agrees to indemnify, defend and hold Customer harmless from and
against all losses and liabilities arising from any and all violations thereof.
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24. Israel Boycott: If Axon engages in for-profit activity and has 10 or more employees, and if this Agreement
has a value of $100,000 or more, Axon certifies it is not currently engaged in and agrees for the duration
of this Agreement to not engage in, a boycott of goods or services from Israel. This certification does not
apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. §
4842. Unless and until the U.S. District Court, District of Arizona’s injunction is lifted, A.R.S. § 35-393.01
is unenforceable.
25. Termination for Conflict of Interest: This Contract is subject to the cancellation provisions of A.R.S. §
38-511. The Agency may cancel this Contract within three (3) years after its execution, without penalty or
further obligation, if any person significantly involved in initiating, securing, drafting, or creating the
Contract for the Customer becomes an employee or agent of Axon.
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.
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF TEMPE, ARIZONA, this day of ,
20
.
AXON:
CUSTOMER:
Axon Enterprise, Inc.
City of Tempe
Signature:
Signature:
Name:
Name: Corey D. Woods
Title:
Title: Mayor
Date:
Date:
ATTEST:
Kara A. DeArrastia, City Clerk
APPROVED AS TO FORM:
Eric C. Anderson, City Attorney
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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. “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.
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 the total number of End Users
specified in the Quote. 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 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
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
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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.
8.1. 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.
8.2. Location of Storage. Axon may transfer Customer Content to third-party subcontractors for storage. Axon will
determine the locations of data centers for storage of Customer Content If Customer is located in the United
States, Canada, or Australia, Axon will ensure all Customer Content stored in Axon Cloud Services remains in
the country where Customer is located Ownership of Customer Content remains with Customer.
9.
Suspension. Axon may temporarily suspend Customer’s or any End User’s right to access or use any portion or all
of Axon Cloud Services immediately upon notice, if Customer or End User’s use of or registration for Axon Cloud
Services may (a) pose a security risk to Axon Cloud Services or any third-party; (b) adversely impact Axon Cloud
Services, the systems, or content of any other customer; (c) subject Axon, Axon’s affiliates, or any third-party to
liability; or (d) be fraudulent. Customer remains responsible for all fees incurred through suspension. Axon will not
delete Customer Content because of suspension, except as specified in this Agreement.
10. Axon Cloud Services 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.
11. 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
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,
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anonymized, de-identified, and/or aggregated such that it can no longer directly or indirectly identify Customer or any
particular individual.
12. Axon Records. The following terms apply to Axon Records. Customers may purchase Axon Records either as part
of an OSP 7 or OSP 10 plan or individually through a Quote.
12.1.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").
12.2.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. During the Customer’s Axon Records Subscription Term Axon will provide Update and Upgrade
releases to the Customer on an if-and-when available basis.
12.3.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.
12.4.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.
13. FUSUS. If Customer purchases a subscription to FUSUS, the following terms apply:
13.1.License and Storage. The specific license number(s) and associated data storage terms for FUSUS
subscription and Axon Devices shall be set forth in the applicable Quote provided by Axon.
13.2.Third party Components. 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 terms
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.
13.3.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.
14. Axon Community Request Storage. If Community Request is included as part of Customer’s Quote or combined
offering, 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.
15. Performance Auto-Tagging Data. If Axon Performance is included in Customer’s Quote or a combined offering,
Axon will store call for service data from Customer’s CAD or RMS in order to provide services and features of Axon
Performance to Customer.
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;
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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 trade secret information contained in Axon Cloud Services, except as expressly permitted in this
Agreement;
16.5.access Axon Cloud Services to build a competitive device or service or copy any features, functions, or graphics
of Axon Cloud Services;
16.6.remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark
notices) of Axon’s or Axon’s licensors on or within Axon Cloud Services; or
16.7.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.
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
The ACEIP is designed to accelerate Axon’s development of technology, such as building and supporting automated
features, aiming to increase safety within communities and efficiency in public safety. Axon may make limited use of
Customer Content from participating customers to provide, develop, improve, and support current and future Axon
products (collectively, “ACEIP Purposes”). ACEIP has 2 modes of participation, Basic and Custom. Customer is
enrolled in ACEIP Basic by default. If Customer does not want to participate in ACEIP Basic, ACEIP Custom, or both,
Customer can revoke its consent at any time via email to aceip@axon.com.
Axon Obligations
ACEIP Basic
When Axon uses Customer Content for ACEIP Purposes, Axon will:
Use Customer Content only for ACEIP Purposes.
Prohibit direct human access to Customer Content, including by Axon personnel and subprocessors, except as
needed to perform or validate deletion.
Retain Customer Content only as long as needed to create Transformed Content (defined below) and validate
the transformations.
Apply privacy-preserving transformations that remove identifying information appropriate to the use case
(“Transformed Content”). AI model weights and similar insights that do not contain Customer Content are
Transformed Content. Transformed Content is not Customer Content.
Retain and permit direct human access to Transformed Content for ACEIP Purposes.
Maintain security, privacy, and data governance programs as described in the Axon Cloud Services Terms
Appendix, and apply them to ACEIP.
Transparency Portal Publication
Before activating a use case, Axon will publish it on the Axon Transparency Portal, including the product development
purpose, data types involved, and privacy-preserving techniques used. Axon will also notify ACEIP participants when
the Transparency Portal is updated with a new or materially changed use case. Fifteen (15) calendar days after
notification, Axon may activate the use case for all Basic participants.
Opt Out
Customer may opt out of ACEIP Basic at any time via aceip@axon.com. Axon endeavors to implement opt outs within
fifteen (15) calendar days. Transformations of Customer Content cease when Axon implements the opt out. Axon may
retain Transformed Content created before it implemented the opt out request.
ACEIP Custom
Custom use cases may be governed by separate written terms between Axon and Customer. Those terms will control
that use case. Please direct inquiries regarding Custom participation to aceip@axon.com.
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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 shall not:
4.1.
use API Service in any way other than as expressly permitted under this Agreement;
4.2.
use in any way that results in, or could result in, any security breach to Axon;
4.3.
perform an action with the intent of introducing any virus, worm, defect, Trojan horse, malware, or any item of
a destructive nature to Axon Devices and Services;
4.4.
interfere with, modify, disrupt or disable features or functionality of API Service or the servers or networks
providing API Service;
4.5.
reverse engineer, decompile, disassemble, or translate or attempt to extract the source code from API Service
or any related software;
4.6.
create an API Interface that functions substantially the same as API Service and offer it for use by third parties;
4.7.
provide use of API Service on a service bureau, rental or managed services basis or permit other individuals
or entities to create links to API Service;
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
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considered Axon’s API Content, including:
5.1.
the design, structure and naming of API Service fields in all responses and requests;
5.2.
the resources available within API Service for which 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 notices (including copyright and trademark
notices).
7.
API Updates. Axon may update or modify the API Service from time to time ("API Update"). Customer is required to
implement and use the most current version of API Service and to make any applicable changes to Customer’s API
Client required as a result of such API Update. API Updates may adversely affect how Customer’s API Client access
or communicate with API Service or the API Interface. Each API Client must contain means for Customer to update
API Client to the most current version of API Service. Axon will provide support for one (1) year following the release
of an API Update for all depreciated API Service versions.