Axon Master Services Agreement
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Docusign Envelope ID: 4B8D4FF 1-806F-8E7E-803B-27838A3D46A7
IN AXO N Master Services and Purchasing Agreement
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, but 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.
Term. This Agreement begins on the Effective Date and continues until all subscriptions hereunder have expired or
have been terminated ("Term").
2.1. All subscription 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 renew upon mutual written agreement
of the Parties for a mutually agreeable 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. 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.
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.
Taxes. Customer is responsible for sales and other taxes associated with the order unless Customer provides Axon
a valid tax exemption certificate.
Shipping. Axon may make partial shipments and ship Axon Devices from multiple locations. All shipments are EXW
(Incoterms 2020) via common carrier. Customer is responsible for any shipping charges in the Quote.
Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as provided by
state or federal law.
6.1. Acceptance. Customer shall inspect and test all software and Axon Manufactured Devices upon
delivery. Axon products shall be deemed accepted by the customer seven (7) calendar days following
delivery, unless Customer provides written notice of non-acceptance specifying the basis for rejection
within that period.
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.
7.2. Disclaimer. All software and Axon Cloud Services are provided "AS IS," without any warranty of any
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AXO N Master Services and Purchasing Agreement
7.3.
74.
7.5.
7.6.
7.7.
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.
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. {f 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.
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
teplace broken or non-functioning units white 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 upon receipt. Axon assumes no liability or
obligation in the event Customer does not utilize Spare Axon Devices for the intended purpose.
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.
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.
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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Docusign Envelope ID: 488D4FF 1-806F-8E7E-8038-27838A3D46A7
IN AXO N Master Services and Purchasing Agreement
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 Tria! 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"). No SOW shall be binding unless executed by Axon and an authorized
representative of Customer. 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 shall maintain all insurance coverages required by Customer, including public liability and worker's
compensation, in accordance with Customer's Insurance Requirements. Customer shall be named as an additional
insured, and Axon’s policy must be primary and noncontributory and waive subrogation. Appropriate endorsements
shall be submitted by Axon.. Upon request, Axon will supply certificates of insurance.
13.1. Required Coverage.
Commercial General Liability. Axon shail maintain “occurrence” from Commercial Liability Insurance with a policy limit
of not less than $1,000,000 for each occurrence, $2,000,000 Products and Completed Operations Annual Aggregate,
and a $2,000,000 General Aggregate Limit. The policy shall cover liability arising from premises, operations,
independent contractors, products-completed operations, personal injury and advertising injury. Coverage under the
policy will be at least as broad as Insurance Services Office, Inc. policy form CG 00 010 93 or equivalent thereof,
including but not limited to, separation of insured clause. To the fullest extent allowed by law, for claims arising out
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Docusign Envelope ID: 4B8D4FF1-806F-8E7E-803B-27838A3D46A7
IN AXO N Master Services and Purchasing Agreement
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17.
of the performance of this Agreement, Customer, its agents, representative, officers, directors, officials and
employees shall be cited as an Additional Insured Endorsement form CG 20 10 11 85 or equivalent, which shall read
“Who is an Insured (Section II) is amended to include as an insured the person or organization shown in the Schedule,
but only with respect to liability arising out of “your work” for that insured by or for you’. If any Excess insurance is
utilized to fulfill the requirements of this paragraph, such Excess insurance shall be “follow form” equal or broader in
coverage scope than underlying insurance.
Professional Liability. Axon shall maintain Professional Liability insurance covering errors and omissions arising out
of the Services performed by Axon, or anyone employed by Axon, or anyone for whose acts, mistakes, errors and
omissions Axon is legally liable, with a liability insurance policy limit of $1,000,000 each claims and $2,000,000 all
claims. Professional Liability coverage specifically shall contain contractual liability insurance covering the
contractual obligations of this Agreement. In the event the Professional Liability insurance policy is written on a
“claims made” basis, coverage shall extend for three (3) years past completion and acceptance of the Services, and
Axon shall be required to submit Certificates of Insurance evidencing proper coverage is in effect as required above.
Vehicle Liability. Axon shall maintain Business Automobile Liability Insurance with a limit of $1,000,000 each
occurrence on Axon owned, hired, and non-owned vehicles assigned to or used in the performance of the Axon’s
Services under this Agreement. Coverage will be at least as broad as Insurance Services Office, Inc., coverage code
“4” any auto policy form CA 00 01 12 93 or equivalent thereof. To the fullest extent allowed by law, for claims arising
out of performance of this Agreement, the Customer, its agents, representative, officers, directors, officials and
employees shall be cited as an Additional Insured under the Insurance Service Offices, Inc. Business Auto Policy
Designated insured Endorsement form CA 20 48 or equivalent. If any Excess insurance is utilized to fulfill the
requirements of this paragraph, such Excess insurance shall be “follow form” equal or broader in coverage scope
than underlying insurance.
Workers’ Compensation Insurance. Axon shall maintain Workers’ Compensation insurance to cover obligations
imposed by federal and state statutes having jurisdiction of Axon's employees engaged in the performance Services
under this Agreement and shall also maintain Employer Liability Insurance of not less than $500,000 for each
accident, $500,000 disease for each employee and $1,000,000 disease policy limit.
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.
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.
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.
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
shall remain responsible for fees incurred for services properly performed prior to 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
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Docusign Envelope ID: 488D4FF1-806F-8E7E-803B-27838A3D46A7
IN AXO IN Master Services and Purchasing Agreement
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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.
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.
Interests and Benefits.
19.1. Interest of Axon. Axon covenants that it presently has no interest and shalt not acquire any interest, direct or
indirect, which would conflict in any manner or degree with the performance of services required to be performed
under this Agreement. Axon further covenants that in the performance of this Agreement, no person having any such
interest shall be employed.
19.2. Interest of Customer. No officer, member or employee of Customer and no member of its governing body,
who exercises any functions or responsibilities in the review or approval of the undertaking or carrying out of the
services to be performed under this Agreement, shall participate in any decision relating to this Agreement which
affects his persona! interest or have any personal or pecuniary interest, direct or indirect, in this Agreement or the
process thereof.
19.3. Notice Regarding Arizona Revised Statute § 38-511. This Agreement is subject to cancellation under Arizona
Revised Statute § 38-511.
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. 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; disabitity; veteran status; or any class protected by focal, state, or federal
law.
20.5. 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 controt 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. Axon warrants compliance with federal immigration
law and use of E-Verify. The immigration law warranty set forth in A.R.S. § 41-4401 is incorporated herein by
teference in full.
20.6. 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 alt or substantially all its assets.
This Agreement is binding upon the Parties respective successors and assigns.
20.7. Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of
that right.
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Master Services and Purchasing Agreement
20.8. 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.
20.9. Survival. The following sections will survive termination: Payment, Warranty, Axon Device Warnings,
Indemnification, IP Rights, Customer Responsibitities and any other Sections detailed in the survival sections
of the Appendices.
20.10. 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. The Parties expressly
agree that either Party may appear for and attend all matters, remotely via teleconference or videoconference
at the party's discretion, to the extent allowable by court.
20.11.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.
20.12.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:/Avww.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.
20.13. Indemnification. Vendor shail indemnify, defend and hold harmless Customer, its council, boards and
commissions, officers, employees from ail third-party losses, claims, suits, payments and judgments, demands,
expenses, or reasonable attorney's fees to the extent arising out of or resulting from Axon’s negligent acts or
willful omissions, except any such injury or damages arising out of the sole negligence of Wickenburg, its
officers, agents or employees.
20.14.israel. To the extent Arizona Revise Statute § 35-393 through § 35-393.03 is applicable, Axon certifies that it
is not currently engaged in, and agrees for the duration of this Agreement that it will not engage in, a boycott
of Israel, as that term is defined in Arizona Revise Statute § 35-393.
20.15. China. Pursuant to and in compliance with Arizona Revise Statute § 35-394, Axon hereby agrees and certifies
that it does not currently, and agrees for the duration of this Agreement that Axon will not, use: (i) the forced
labor of ethnic Uyghurs in the People’s Republic of China; (ii) any goods or services produced by the forced
labor of ethnic Uyghurs in the People’s Republic of China; or (iii) any contractors, subcontractors or suppliers
that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the
People’s Republic of China.
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:
Axon Enterprise, Inc.
‘Signed by:
. Robert Driscoll
Signature? i
Name: Robert Driscoll
Title. Deputy General Counsel
Date: 5/12/2026 | 3:27 PM MST
CUSTOMER:
Town of Wickenburg, on behalf of Town of Wickenburg
Police Department, AZ
Signature:
Name:
Title:
Date:
Version: 25
Release Date: Page 6 of 17
Docusign Envelope ID: 488D4FF1-806F-8E7&-803B-27838A3D46A7
A AXO N Master Services and Purchasing Agreement
1.
Axon Cloud Services Terms of Use Appendix
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.
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.
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.
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.
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
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10.
14.
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 Al-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:/Avww.youtube.com/static?template=terms.
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/egal/cloud-services-privacy-policy. Customer agrees to
allow Axon access to Non-Content Data from Customer to (a) perform troubleshooting, maintenance, or
diagnostic screenings; (b) provide, develop, improve, and support current and future Axon products and related
services; and (c) enforce this Agreement or policies governing the use of Axon products.
Axon 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.
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.
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.
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:/Avww.axon.com/products/axon-evidence/sia.
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)
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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, anonymized, de-identified, and/or aggregated such that it can
no longer directly or indirectly identify Customer or any particular individual.
12. 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.
12.1.1f 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.
12.2.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.
12.3.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.
13. 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.
13.1.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’).
13.2.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.
13.3.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.
13.4.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.
14. FUSUS. If Customer purchases a subscription to FUSUS, the following terms apply:
14.1.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.
14.2. 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.
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14.3.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 tegal requirements, monitoring the Customer's use
of FUSUS systems, and undertaking data analytics.
14.4.Hardware Allowance. If Customer purchases a hardware allowance, Customer may select hardware up
to the value if the allowance. Axon does not provide refunds for unused portions of the allowance.
15. Carbyne Products and Services
15.1.Privacy Policy. Carbyne Privacy Policy governs the collection, use and disclosure of certain data provided
to Axon in connection with Customer's use of the Carbyne products and services. The current policy is
located: https://carbyne.com/app-privacy-policy/ and is incorporated into this Agreement by reference.
15.2.Data Retention and Storage. Unless Customer provides Axon with written instruction otherwise, Axon
will retain Customer Content which uploaded to the Carbyne cloud services or which is recorded or stored
in the course of your use of the Carbyne products and services, for a period of two years (the period we
retain your data referred to as the “Data Retention Period”), provided that Customer acknowledges it is
responsible for your compliance with any applicable data retention laws. Customer Content is automatically
deleted after the Data Retention Period; however, at any time prior to such deletion, Customer may
download Customer Content which has been stored on the Carbyne Cloud Services. Customer is solely
responsible for the retention of such data for any applicable retention periods and for the purpose of any
subsequent data requests.
15.3.Disclaimer. CUSTOMER ACKNOWLEDGES THE CARBYNE PRODUCTS DO NOT PROVIDE
TELEPHONE SERVICES, INTERCONNECTED VOIP SERVICES, OR 911 SERVICES. AXON MAKES
NO REPRESENTATION THAT CARBYNE PRODUCTS ARE AN INTERCONNECTED VOIP SERVICE.
16. Prepared Products and Services.
16.1.Prepared product deployment timelines for Prepared products within the Scope of Work (SOW) shall be
mutually agreed to by the Parties in the SOW. The initial deployment of Assistive Call Taking (ACT) may
take up to 12 months from the execution of the SOW and the service start date listed in the Agreement;
deployments of the remaining Prepared products may take up to twenty-four (24) months from the
execution of the SOW. Axon must confirm feasibility based on technical requirements for Prepared
products prior to the execution of the SOW.
16.2,Customers using Solacom (Comtech CHE) call handling equipment in a multi-tenant configuration are not
eligible for Prepared ACT or Prepared AQA, as call audio cannot be isolated to a single agency. Such
Customers remain eligible for ANET and Assistive Dispatch. Customers on Solacom single-tenant
configurations are eligible for all Prepared products, subject to SPAN port fees described below.
17. 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 Customers Axon Evidence instance. The post-termination provisions outlined in the Axon Cloud
Services Terms of Use Appendix also apply to Portal Content.
18. Performance Auto-Tagging Data. If Axon Performance is included in Customer’s Quote or a combined offering,
Axon will store calt for service data from Customer's CAD or RMS in order to provide services and features of
Axon Performance to Customer.
19. Axon Cloud Services Restrictions. Customer and Customer End Users (including employees, contractors,
agents, officers, volunteers, and directors), may not, or may not attempt to:
19.1.copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud Services;
19.2.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;
19.3.access or use Axon Cloud Servites with the intent to gain unauthorized access, avoid incurring fees or
exceeding usage limits or quotas;
19.4.use trade secret information contained in Axon Cloud Services, except as expressly permitted in this
Agreement;
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21.
22.
23.
19.5.access Axon Cloud Services to build a competitive device or service or copy any features, functions, or
graphics of Axon Cloud Services;
19.6.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
19.7.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.
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.
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.
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.
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. lf 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:
e Use Customer Content only for ACEIP Purposes.
e Prohibit direct human access to Customer Content, including by Axon personnel and subprocessors, except as
needed to perform or validate deletion.
e Retain Customer Content only as long as needed to create Transformed Content (defined below) and validate
the transformations.
e Apply privacy-preserving transformations that remove identifying information appropriate to the use case
(‘Transformed Content’). Al model weights and similar insights that do not contain Customer Content are
Transformed Content. Transformed Content is not Customer Content.
e Retain and permit direct human access to Transformed Content for ACEIP Purposes.
e
Maintain security, privacy, and data govemance 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 of notice of such opt out. 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 AP! 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 Intemet-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 AP1 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 AP!
Interface to:
6.1. scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer
6.2.
6.3.
6.4.
than permitted by the cache header;
copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or
sublicense to any third-party;
misrepresent the source or ownership; or
remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark
notices).
7. APIUpdates. 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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Al Technology Appendix
This Al Technology Appendix shall only apply to Customers who license Axon Cloud Services in a Quote that specifically
utilizes Al Technology. Unless explicitly defined otherwise, capitalized terms used in this Appendix have the same
meaning as those in the Agreement.
1. Definitions.
1.1. Al Technology. Refers to artificial intelligence functionalities embedded in Axon's Cloud Services, which
may include: (a) Enhanced Evidence Management; (b) Al-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 Al 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 Al Technology.
2. Integration. Axon Al Technology is intended to improve public safety, streamline operations, and ensure data
accuracy. The At functionalities will only be used as described in the Agreement or applicable documentation.
3. Data Use. Axon acts as a Data Processor for Al 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 Al model training. Even in those cases, Axon operates carefully on redacted data and
not on Customer Content.
4. Automatic Data Collection. Al 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:
4.1. User Engagement and Activity Metrics. Al 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).
4.2. 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.
4.3. End User inputs. Axon may process de-identified end-user inputs to the Al Technology, excluding
Customer Content or any data that directly or indirectly identifies individuals.
5. Axon Responsibilities.
5.1. Ethical Al 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.
5.2. 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.
5.3. Transparency. Axon will provide documentation describing Al functionalities and their intended use and
disclose any material limitations, risks, or Model Drift incidents.
5.4. Incident Response. Axon will promptly address and rectify anomalies in Al functionalities, as outlined in
its incident management procedures.
5.5. Compliance. Axon will ensure compliance with applicable laws, regulations, and standards, including but
not limited to the EU Al Act, NIST Al standards, and ISO/IEC 27001.
6. Customer Responsibilities.
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6.1.
6.2.
6.3.
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.
Use of Al Technologies. Customer must: (a) review Al-generated outputs to ensure accuracy and
appropriateness; (b) maintain control over Customer Content shared with Al Technologies (c) comply with
applicable laws when using Axon Al Technology and Axon Services; (d) monitor for potential issues with
Al 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 Al Technology performance.
Restrictions. Al 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. Axon translation
products may not be used by healthcare providers (doctors, nurses, paramedics, etc.) for the purpose of
providing healthcare services and are only meant to allow healthcare providers to de-escalate
confrontations.
7. 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:
7.4.
7.2.
7.3.
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.
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 Axons role is strictly limited to facilitating access to this information through Policy
Chat.
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 the 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.
8. Intentionally Omitted.
9. Intentionally Omitted.
10. intentionally Omitted.
11. intentionally Omitted.
Version: 25
Release Date:
Page 16 of 17
Docusign Envelope ID: 4B8D4FF1-806F-8E7E-803B-27838A3D46A7
A AXO N Master Services and Purchasing Agreement
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.
3.
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.
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).
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.
Assignability. Customer may not sell, transfer, or assign Axon Event ticket(s), travel and/or accommodation provided
under the Agreement.
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.
Revocation of Offer. Axon reserves the right at any time to rescind the offer of Axon Event ticket(s), travel and/or
accommodation to Customer if Customer or its selected employees fail to meet the prescribed conditions or if changes
in circumstances render the provision of such benefits impractical, inadvisable, or in violation of any applicable laws,
regulations, and ethics rules regarding contributions, including gifts and donations.
Version: 25
Release Date: Page 17 of 17