Draft One

City of El Mirage — Regular Meeting (2024-10-01)

View PDF Item 3 Meeting page

Extracted text (via ocr_local) 27225 characters
ba AXON

Trial Agreement

This Agreement grants the right to use the Axon Enterprise, Inc. (“Axon”) Trial
Kit(s) identified in this Agreement to the customer listed in the signature block
below (‘Customer’) on loan and free of charge for a trial and evaluation of the
Trial Kit by Customer.' The Trial Period is for the maximum 30 days unless
extended by Axon or as noted in the quote.

1. Trial Kit. The Trial Kit will include the any Axon hardware or software
provided for trial purposed to the Customer...

Axon may limit the number of Trial Kits Customer receives. Axon may supply a
refurbished Trial Kit. Axon's warranly, limitations and releases for the Trial Kits
is applicable and available on Axon's website at www.axon.comilegal, ALL
SERVICES INCLUDING, WITHOUT LIMITATION, CLOUD SERVICES OR
SOFTWARE AS A SERVICE ARE PROVIDED “AS IS” AND TO THE EXTENT
NOT PROHIBITED BY LAW, AXON DISCLAIMS ALL LIABILITY
REGARDLESS OF THE CLAIM.

2. Customer Obligations. Customer agrees to only use the Trial Kit for trial
and evaluation purposes and will not: (a) reproduce or modify the Trial Kit; or (b)
rent, sell, lease or otherwise transfer the Trial Kit. Customer agrees to comply
with all Axon training materials regarding the Trial Kit during the Trial Period. For
Trial Kits that contain a conducted energy weapon (‘CEW’), Customer agrees
that every employee or agent that carries, uses, or deploys the CEW during the
Trial Period will have: (a) obtained certification as a TASER CEW user or
instructor; and (b) completed any training specific to the CEW model by utilizing
the current TASER CEW lesson plan. Upon request by Axon, Customer agrees
lo cooperate and participate in a case study involving the Trial Kit and
Customer's use of the Trial Kit. Customer agrees that Axon will have a non-
exclusive, perpetual license to utilize the results and any report or publication
resulting from the case study in Axon’s training, markets and sales materials. If
Customer's (rial includes Axon Fleet, and Customer is using wireless offload,
then Customer is responsible for providing either a cellular SIM card or wireless
network at Customer. For use of Axon Performance, Axon may need to access
and store Customer's call for service records.

3. Return of Product. Customer agrees to return the Trial Kit to Axon within
10 days after the end of the Trial Period, excluding used CEW cartridges. If any
individual component of the Trial Kit is not returned to Axon at the end of the
Trial Period, Axon will invoice Customer the MSRP of the unreturned items in
the Trial Kit(s). Customer agrees to pay the invoice along with any applicable
taxes and shipping. Customer will return the Trial Kit to Axon in good working
condition, normal wear and tear excepted. Axon may charge Customer if there
is damage beyond normal wear and tear.

Before Customer returns the Trial Kit, itis Customer's responsibility to download
any data and keep a backup copy of the dala. All data stored in the Trial Kit will
be erased upon receipt of the Trial Kit by Axon. Customer will return the Trial Kit
to: Axon Enterprise, Inc., 17800 N. 85" Street, Scottsdale, Arizona USA 85255,
Attention: Trial Returns.

4. Customer Data. Within 30 days of the Trial Period ending, Customer may
request Axon make available to Customer for download Customer data that
Customer uploaded to Axon Evidence during the Trial Period. During the 30 days
following this request, Customer may retrieve its data from Axon Evidence. After
this 30-day period, Axon will have no obligation to maintain or provide any data
uploaded to Axon Evidence and will thereafter, unless legally prohibited, delete
all of this data in Axon's systems or otherwise in its possession or control.

5. Proprietary Information. Customer agrees Axon has and claims various
proprietary rights in the hardware, firmware, software, and the integration of

ancillary materials, knowledge, and designs that constitute the Trial Kit.
Customer will not directly or indirectly cause any proprietary rights to be violated.

6. Limitation of Liability. Axon’s cumulative liability to any Party for any loss
or damage resulting from any claim, demand, or action arising out of or relating
to any Trial Kit will not exceed One Thousand Dollars ($1,000.00). Neither Parly
will be liable for direct, special, indirect, incidental, punitive or consequential
damages, however caused, whether for breach of warranty or contract,
negligence, strict liability, tort or any other legal theory.

Formal Matters.

A. Signature. Your signature warrants and acknowledges that you are
authorized to execute this Agreement on behalf of your Customer.

B. Entire Agreement. This Agreement, including the attached Axon Evidence
Terms of Use Appendix, Axon Auto-Tagging Appendix, Axon Respond
Appendix, Axon Auto-Transcribe Appendix, My90 Terms of Use Appendix
(available at https:/Awww.axon.com/sales-terms-and-conditions), and Axon Fleet
Appendix (to the extent such appendices are applicable), contains all the terms
and conditions agreed on by the parties regarding the Trial Kit. Any previous
agreements between the parlies regarding a free trial of the Trial Kit are replaced
by this Agreement. This Agreement can be modified or changed only by a written
instrument signed by both parties. If any part of this Agreement is held indefinite,
invalid, or otherwise unenforceable, the rest of the Agreement will continue in full
force and effect.

C. Relationship of the Parties. The parties are independent contractors and
this Agreement does not create a partnership, franchise, joint venture, Customer,
fiduciary or employment relationship between the parties.

D. Assignment. You must not, by operation of law or otherwise, assign any of
your rights or delegate any of your obligations under this Agreement without the
prior express written consent of Axon.

E. Warranty. For governmental customers, if this Agreement is for TASER 10,
your signature warrants and acknowledges that you are authorized to execute
this Agreement on behalf of your Customer, and that these weapons are being
acquired for temporary official Customer use pursuant to a law enforcement
Customer transfer under the Gun Control Act of 1968. For non-governmental
customers, Customer warrants and acknowledges that TASER 10 is classified
as a firearm under federal law and must be transferred/shipped to a valid Federal
Firearms Licensee (‘FFL’). If Customer does not hold a valid FFL at the time of
transfer, a third-party FFL with licensed premises in Customer's state of
residence must be ulilized to transact the order in an over-the-counter firearm
transfer pursuant to the Gun Control Act of 1968. Any applicable state and local
firearms regulations and restrictions apply. To comply with applicable laws and
fegulations, Customer must provide a purchase order to Axon prior to shipment
of TASER 10

ACCEPTED and AGREED as of__“7 T—
Customer Name:_{K vochaco\ A

Signature: (LLL _
Printed Name: 1 C\Reve | Ashe
yf Deg Decor

ekg 50 ~ O07 E-mail: masher Orelmvage Ae So”

"This Agreement does not cover trials or evaluations solely of any Axon bela software or firmware.
CradlePoint is a tademark of CradlePoint, Inc, 4 4 AXO™, Axon, Axon Evidence, Axon Flex, Fleel, X2, X26, TASER 7, TASER 10, and TASER are tademarks of Axon Enterprise, Inc., some of which are
registered in the US and other countries. For more information, visit waww.axon.com/legal. All rights reserved © 2023 Axon Enterprise, Inc.

ASW a zm EMPO

Title: General Trial Agreement for All Products (30-60-90 Days)

Department: Legal
Version: 1.0
Release Date: 7/21/2023

Page 1 of 7

wy AXON Trial Agreement

Axon Cloud Services Terms of Use Appendix
1. Definitions.

a. “Customer Content” is data uploaded into, ingested by, or created in Axon Cloud Services within Customer's
tenant, including media or multimedia uploaded into Axon Cloud Services by Customer. Customer Content
includes Evidence but excludes Non-Content Data.

b. “Evidence” is media or multimedia uploaded into Axon Evidence as ‘evidence’ by an Customer. Evidence is
a subset of Customer Content.

c. “Non-Content Data” is data, configuration, and usage information about Customer's Axon Cloud Services
tenant, Axon Devices and client software, and users that is transmitted or generated when using Axon
Devices. Non-Content Data includes data about users captured during account management and customer
support activities. Non-Content Data does not include Customer Content.

d. “Personal Data” means any information relating to an identified or identifiable natural person. An identifiable
natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier
such as a name, an identification number, location data, an online identifier or to one or more factors specific
to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

2. Access. Customer will have access and use of Axon Evidence for the storage and management of Customer Content
during the Trial Period.

3. Customer Owns Customer Content. Customer controls and owns all right, title, and interest in Customer Content.
Except as outlined herein, Axon obtains no interest in Customer Content, and Customer Content are not business
records of Axon. Customer is solely responsible for uploading, sharing, managing, and deleting Customer Content.
Axon will have limited access to Customer Content solely for providing and supporting Axon Evidence to Customer
and Customer end users.

4. Security. Axon will implement commercially reasonable and appropriate measures to secure Customer Content
against accidental or unlawful loss, access or disclosure. Axon will maintain a comprehensive information security
program to protect Axon Cloud Services and Customer Content including logical, physical access, vulnerability, risk,
and configuration management; incident monitoring and response; encryption of uploaded digital evidence; security
education; and data protection. Axon agrees to the Federal Bureau of Investigation Criminal Justice Information
Services Security Addendum.

5. Privacy. Customer's use of Axon Cloud Services is subject to the Axon Cloud Services Privacy Policy, a current
version of which is available at https:/Avww.axon.com/legal/cloud-services-privacy-policy. Customer agrees to allow
Axon access to Non-Content Data from Customer to (a) perform troubleshooting, maintenance, or diagnostic
screenings; (b) provide, develop, improve, and support current and future Axon products and related services; and (c)
enforce this Agreement or policies governing the use of Axon products.

6. Axon Body 3 Wi-Fi Positioning. Axon Body 3 cameras offer a feature to enhance location services where
GPS/GNSS signals may not be available, for instance, within buildings or underground. Customer administrators can
manage their choice to use this service within the administrative features of Axon Cloud Services. If Customer chooses
to use this service, Axon must also enable the usage of the feature for Customer's Axon Cloud Services tenant.
Customer will not see this option with Axon Cloud Services unless Axon has enabled Wi-Fi Positioning for Customer's
Axon Cloud Services tenant. When Wi-Fi Positioning is enabled by both Axon and Customer, Non-Content and
Personal Data will be sent to Skyhook Holdings, Inc. (“Skyhook”) to facilitate the Wi-Fi Positioning functionality. Data
controlled by Skyhook is outside the scope of the Axon Cloud Services Privacy Policy and is subject to the Skyhook
Services Privacy Policy.

7. Storage. For Axon Unlimited Device Storage subscriptions, Customer may store unlimited data in Customer's Axon
Evidence account only if data originates from Axon Capture or the applicable Axon Device. Axon may charge
Customer additional fees for exceeding purchased storage amounts. Axon may place Customer Content that
Customer has not viewed or accessed for 6 months into archival storage. Customer Content in archival storage will
not have immediate availability and may take up to 24 hours to access.

8. Location of Storage. Axon may transfer Customer Content to third-party subcontractors for storage. Axon will
determine the locations of data centers for storage of Customer Content. For United States agencies, Axon will ensure
all Customer Content stored in Axon Cloud Services remains within the United StatesOwnership of Customer Content
remains with Customer.

Title: General Trial Agreement for All Products (30-60-90 Days)
Department: Legal
Version: 1.0
Release Date: 7/21/2023 Page 2 of 7

IN AXON Trial Agreement

9. Suspension. Axon may temporarily suspend Customer's or any end user's right to access or use any portion or all of
Axon Cloud Services immediately upon notice, if Customer or end user's use of or registration for Axon Cloud Services
may (a) pose a security risk to Axon Cloud Services or any third-party; (b) adversely impact Axon Cloud Services , the
systems, or content of any other customer; (c) subject Axon, Axon's affiliates, or any third-party to liability; or (d) be
fraudulent. Customer remains responsible for all fees incurred through suspension. Axon will not delete Customer
Content because of suspension, except as specified in this Agreement.

10. Axon Cloud Services Restrictions. Customer and Customer end users (including employees, contractors, agents,
officers, volunteers, and directors), may not, or may not attempt to:

a. copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud Services;

b. reverse engineer, disassemble, or decompile Axon Cloud Services or apply any process to derive any source
code included in Axon Cloud Services, or allow others to do the same;

c. access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring fees or
exceeding usage limits or quotas;

d. use trade secret information contained in Axon Cloud Services, except as expressly permitted in this
Agreement;

e. access Axon Cloud Services to build a competitive device or service or copy any features, functions, or
graphics of Axon Cloud Services;

f. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark
notices) of Axon’s or Axon’s licensors on or within Axon Cloud Services; or

g. use Axon Cloud Services to store or transmit infringing, libelous, or other unlawful or tortious material; to store
or transmit material in violation of third-party privacy rights; or to store or transmit malicious code.

11. After Termination. Axon will not delete Customer Content for 90 days following termination. There will be no
functionality of Axon Cloud Services during these 90 days other than the ability to retrieve Customer Content.
Customer will not incur additional fees if Customer downloads Customer Content from Axon Cloud Services during
this time. Axon has no obligation to maintain or provide Customer Content after these 90-days and will thereafter,
unless legally prohibited, delete all Customer Content. Upon request, Axon will provide written proof that Axon
successfully deleted and fully removed all Customer Content from Axon Cloud Services.

12. Post-Termination Assistance. Axon will provide Customer with the same post-termination data retrieval assistance
that Axon generally makes available to all customers. Requests for Axon to provide additional assistance in
downloading or transferring Customer Content, including requests for Axon’s data egress service, will result in
additional fees and Axon will not warrant or guarantee data integrity or readability in the external system.

13. 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.

Title: General Trial Agreement for All Products (30-60-90 Days)
Department: Legal
Version: 1.0
Release Date: 7/21/2023 Page 3 of 7

IN AXON Trial Agreement

Axon Auto-Tagging Appendix

Scope. Axon Auto-Tagging consists of development of a module to allow Axon Evidence to interact with Customer's Computer-Aided Dispatch ("CAD")

or Records Management Systems ("RMS"). This allows end users to auto populate Axon video meta-data with a case ID, category, and location based
on data maintained in Customer's CAD or RMS. Customer must purchase Axon Auto-Tagging for every Axon Evidence user in Customer, even if the
user does not have an Axon body camera.

Release Date

2 Customer Responsibilities. Axon's performance of Auto-Tagging Services requires Customer to:

21. Make available relevant systems, including Customer's current CAD or RMS, for assessment by Axon (including remote access if possible);

2.2. Make required modifications, upgrades or alterations to Customer's hardware, facilities, systems and networks related to Axon's performance
of Auto-Tagging Services;

2.3, Provide access to the premises where Axon is performing Auto-Tagging Services, subject to Customer safety and security restrictions, and
allow Axon to enter and exit the premises with laptops and materials needed to perform Auto-Tagging Services;

24, Provide all infrastructure and software information (TCP/IP addresses, node names, network configuration) necessary for Axon to provide
Auto-Tagging Services;

2.5. Promptly install and implement any and all software updates provided by Axon;

2.6. Ensure that all appropriate data backups are performed;

2: Provide assistance, participation, and approvals in testing Auto-Tagging Services;

2.8. Provide Axon with remote access to Customer's Axon Evidence account when required;

2.9. Notify Axon of any network or machine maintenance that may impact the performance of the module at Customer; and

2.10. Ensure reasonable availability of knowledgeable staff and personnel to provide timely, accurate, complete, and up-to-date documentation
and information to Axon.

3 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 as soon as reasonably practicable 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.

Title: General Trial Agreement for All Products (30-60-90 Days)
Department: Legal
Version: 1.0

1 7/21/2023 Page 4 of 7

IN AXON Trial Agreement

Axon Respond Appendix

1 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 AxonRespond outside this scope, Axon may initiate good-faith discussions
with Customer on upgrading Customer's Axon Respond to better meet Customer's needs. In the event Customer does not stop using Axon Respond
at the end of the Trial Period, Axon may charge Customer for continued use.

2 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.

3 Axon Respond Service Limitations. Customer acknowledges that LTE service is made available only within the operating range of the networks,
Service may be temporarily refused, interrupted, or limited because of: (a) facilities limitations; (b) transmission limitations caused by atmospheric,
terrain, other natural or artificial conditions adversely affecting transmission, weak batteries, system overcapacity, movement outside a service area or
gaps in coverage in a service area and other causes reasonably outside of the carrier's control such as intentional or negligent acts of third parties that
damage or impair the network or disrupt service; or (c) equipment modifications, upgrades, relocations, repairs, and other similar activities necessary
for the proper or improved operation of service.

Partner networks are made available as-is and the carrier makes no warranties or representations as to the availability or quality of roaming service
provided by carrier partners, and the carrier will not be liable in any capacity for any errors, outages, or failures of carrier partner networks. Customer
expressly understands and agrees that it has no contractual relationship whatsoever with the underlying wireless service provider or its affiliates or
contractors and Customer is not a third-party beneficiary of any agreement between Axon and the underlying carrier.

Title: General Trial Agreement for All Products (30-60-90 Days)
Department: Legal
Version: 1.0
Release Date: 7/21/2023 Page 5 of 7

Trial Agreement

Axon Auto-Transcribe Appendix

This Appendix applies to Axon Auto-Transcribe.

1)

3)

4)

Subscription Term. If Customer purchases Axon Auto-Transcribe as part of a bundle or Axon Cloud Services license, the subscription begins on the
later of the (1) start date of the bundle or Axon Cloud Services license term, or (2) date Axon provisions Axon Auto-Transcribe to Customer. If
Customer purchases Axon Auto-Transcribe minutes as a standalone, the subscription begins on the date Axon provisions Axon Auto-Transcribe.

Axon Auto-Transcribe minutes expire one year after being granted.

If Customer cancels Auto-Transcribe services, any amounts owed by the Parties will be based on the amount of time passed under the annual
subscription, rather than on the number of minutes used, regardless of usage.

Auto-Transcribe A-La-Carte Minutes. Upon Axon granting Customer a set number of minutes, Customer may utilize Axon Auto-Transcribe, subject
to the amounts allowed on the Quote. Customer will not have the ability to roll over unused minutes to future Auto-Transcribe terms. Axon may charge
Customer additional fees for exceeding purchased amounts.

Axon Auto-Transcribe On Demand. Upon Axon granting Customer an On Demand subscription to Axon Auto-Transcribe, Customer may utilize
Axon Auto-Transcribe with no limit on the number of minutes. The scope of Axon Auto-Transcribe On Demand is to assist Customer with reviewing
and transcribing individual evidence items. In the event Customer uses Axon Auto-Transcribe On Demand outside this scope, Axon may initiate good-
faith discussions with Customer on upgrading Customer's Axon Auto-Transcribe On Demand to better meet Customer's needs.

Warranty. Axon does not warrant accuracy of Axon Auto-Transcribe.

Title: General Trial Agreement for All Products (30-60-90 Days)

Department: Legal

Version: 1.0

Release Date: 7/21/2023 Page 6 of 7

IN AXON Trial Agreement

Axon Fleet Appendix

1 Customer Responsibilities. Customer must ensure its infrastructure and vehicles adhere to the minimum requirements to operate
Axon Fleet 2 or Axon Fleet 3 (collectively, “Axon Fleet’) as established by Axon during the qualifier call and on-site assessment at
Customer and in any technical qualifying questions. If Customer's representations are inaccurate, the Quote is subject to change.

2 Cradlepoint. If Customer purchases Cradlepoint Enterprise Cloud Manager, Customer will comply with Cradlepoint's end user license
agreement. The term of the Cradlepoint license may differ from the Axon Evidence Subscription. If Customer requires Cradlepoint
support, Customer will contact Cradlepoint directly.

3 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.

41 License Grant. Axon grants Customer a non-exclusive, royalty-free, worldwide, perpetual license to use Wireless Offload
Server ("WOS’). “Use” means storing, loading, installing, or executing WOS solely for data communication with Axon
Devices for the number of licenses purchased. The WOS term begins upon the start of the Axon Evidence Subscription.

4.2 Restrictions. Customer may not: (a) modify, alter, tamper with, repair, or create derivative works of WOS; (b) reverse
engineer, disassemble, or decompile WOS, apply any process to derive the source code of WOS, or allow others to do so;
(c) access or use WOS to avoid incurring fees or exceeding usage limits; (d) copy WOS in whole or part; (e) use trade secret
information contained in WOS; (f) resell, rent, loan or sublicense WOS; (g) access WOS to build a competitive device or
service or copy any features, functions or graphics of WOS; or (h) remove, alter or obscure any confidentiality or proprietary
rights notices (including copyright and trademark notices) of Axon or Axon’s licensors on or within WOS.

4.3 WOS Support. Upon request by Axon, Customer will provide Axon with access to Customer's store and forward servers
solely for troubleshooting and maintenance.

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 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.

Title: General Trial Agreement for All Products (30-60-90 Days)
Department: Legal
Version: 1.0
Release Date: 7/21/2023 Page 7 of 7