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HomeMy WebLinkAboutC25-157 Axon Enterprise Inc General Trial AgreementThis 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.1 The Trial Period is for the maximum one hundred twenty (120) days unless extended by Axon or as noted in the quote. 1. Trial Kit. The Trial Kit will include any Axon hardware or software provided for trial purposed to the Customer. Axon may limit the number of Trial Kits Customer receives. Axon may supply a refurbished Trial Kit. Axon’s warranty, limitations and releases for the Trial Kits is applicable and available on Axon’s website at www.axon.com/legal. ALL SERVICES INCLUDING, WITHOUT LIMITATION, CLOUD SERVICES OR SOFTWARE AS A SERVICE ARE PROVIDED “AS IS”. 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. Customer acknowledges that Axon may request that Customer participate in a case study involving the Trial Kit and Customer’s use of the Trial Kit. Customer may, but shall have no obligation to participate in any such case study. 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, however in no event shall Customer data or Customer’s employees’ identifying information be disclosed. If Customer’s trial includes Axon Fleet, and Customer is using wireless offload, then Customer is responsible for providing either a cellular SIM card or wireless network at Customer. For use of Axon Performance, Axon may need to access and store Customer’s call for service records. 3. Return of Product. Customer agrees to return the Trial Kit to Axon within 10 days after the end of the Trial Period, excluding used CEW cartridges. If any individual component of the Trial Kit is not returned to Axon at the end of the Trial Period, Axon will invoice Customer the MSRP of the unreturned items in the Trial Kit(s). Customer agrees to pay the invoice along with any applicable taxes and shipping. Customer will return the Trial Kit to Axon in good working condition, normal wear and tear excepted. Axon may charge Customer if there is damage beyond normal wear and tear. Nothing contained in this Agreement shall be construed to limit Customer’s discretionary budget authority and responsibilities under Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). Before Customer returns the Trial Kit, it is Customer’s responsibility to download any data and keep a backup copy of the data. All data stored in the Trial Kit will be erased upon receipt of the Trial Kit by Axon. Customer will return the Trial Kit to: Axon Enterprise, Inc., 17800 N. 85th 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 in accordance with industry standards and will, upon Customer’s request, provide written verification of such deletion. 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 Five Hundred Thousand Dollars ($500,000.00). Neither Party will be liable for direct, special, indirect, incidental, punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory. The foregoing limitations of liability shall not apply to Axon’s liability for third-party claims arising from Axon’s breach of Section 4 of the attached Axon Cloud Services Terms of Use Appendix. 7. Insurance. Axon will maintain General Liability, Professional Liability, Workers’ Compensation, and Automobile Liability insurance, and will cause Customer to be endorsed as an Additional Insured on the General Liability and Automobile Liability policies. Upon request, Axon will supply certificates of insurance, with General Liability and Professional Liability policies to conform to the following requirements: 8. a) Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $1,000,000 aggregate limits. 9. b) Professional Liability (Errors and Omissions) including Cyber Liability with prior acts coverage for all deliverables, Services and additional services required hereunder, in a form and with insurer or insurers satisfactory to County, with limits of liability of not less than $3,000,000 per claim and $3,000,000 in the aggregate. The insurance shall provide coverage for (i) liability arising from theft, dissemination and/or use of confidential information stored or transmitted in electronic form; (ii) Network Security Liability arising from unauthorized access to, use of or tampering with computer systems including hacker attacks, inability of an authorized third party to gain access to your Software or Services including denial of access or Services unless caused by a mechanical or electrical failure; (iii) liability arising from the introduction of a computer virus into, or otherwise causing damage to, County or a third person’s computer, computer system, network or similar computer related property and the data, software and programs thereon. 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://www.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 parties regarding a free trial of the Trial Kit are replaced by this Agreement. This Agreement can be modified or changed only by a written instrument signed by both parties. If any part of 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 Docusign Envelope ID: 19A332D8-7484-4733-AF2F-5217FAF86A97 warrants and acknowledges that TASER 10 is classified as a firearm under federal law and must be transferred/shipped to a valid Federal Firearms Licensee (“FFL”). If Customer does not hold a valid FFL at the time of transfer, a third-party FFL with licensed premises in Customer’s state of residence must be utilized to transact the order in an over-the-counter firearm transfer pursuant to the Gun Control Act of 1968. Any applicable state and local firearms regulations and restrictions apply. To comply with applicable laws and regulations, Customer must provide a purchase order to Axon prior to shipment of TASER 10. F. Notice. Notices to Customer shall be provided to: Eagle County, Colorado, Attn: office of the Eagle County Attorney, P.O. Box 850, Eagle, Colorado 81631, with a copy to atty@eaglecounty.us. G. Governing Law and Venue. Colorado law governs this Agreement. Any and all claims, disputes, or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. The parties expressly agree that either party may appear for and attend all matters, including hearings, conferences, meetings, and arbitrations, remotely via videoconference at the party’s discretion, to the extent allowable by court. ACCEPTED and AGREED as of , 202_ Customer Name: Signature: Printed Name: Title: Phone: E-mail: 1This Agreement does not cover trials or evaluations solely of any Axon beta software or firmware. CradlePoint is a trademark of CradlePoint, Inc. a c, Axon, Axon Evidence, Axon Flex, Fleet, X2, X26, TASER 7, TASER 10, and TASER are trademarks of Axon Enterprise, Inc., some of which are registered in the US and other countries. For more information, visit www.axon.com/legal. All rights reserved. © 2023 Axon Enterprise, Inc. Docusign Envelope ID: 19A332D8-7484-4733-AF2F-5217FAF86A97 County Manager 4/21/2025 Jeff Shroll 4/21/2025 Eagle County Sheriff's Office dan.loya@eaglecounty.us 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 comply with all applicable data protection and security laws and 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. Axon shall immediately, and no later than two (2) business days after breach confirmation, notify Customer administrators registered on Axon Cloud Services of any unauthorized access to Customer Content. The notification will reasonably explain known facts, actions that have been taken, and make commitments regarding subsequent updates. Axon does not monitor for security incidents that may occur within an Axon Cloud Services’ customer tenant. Monitoring of utilization of customer accounts, Evidence sharing, and utilization of other Axon Cloud Services functionally is considered the customer’s responsibility. A customer-only security compromise would not be processed as an Axon security incident and would require the customer to manage the response effort. Customer incident response may involve collaboration with Axon Customer Support and Axon Information Security. Axon’s failure to comply with this Section 4 shall be a material breach of the Agreement and Axon will indemnify, defend, and hold harmless the Customer against all claims, losses, and reasonable expenses from any third-party claim arising from Axon’s breach of the obligations described in this section 4. Axon’s liability for third-party claims arising from Axon’s breach of this Section 4 will not exceed the insurance provided herein in Section 7 of the Agreement. 5. Privacy. Customer’s use of Axon Cloud Services is subject to the Axon Cloud Services Privacy Policy, a current version of which is available at https://www.axon.com/legal/cloud-services-privacy-policy. Customer agrees to allow Axon access to Non-Content Data from Customer to (a) perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, develop, improve, and support current and future Axon products and related services; and (c) enforce this Agreement or policies governing the use of Axon products. Axon will not disclose Customer Content or Information about Customer except as compelled by a court or administrative body or required by law or regulation. If Axon receives a disclosure request for Customer Content, Axon will give Customer notice, unless legally prohibited from doing so, to allow Customer to file an objection with the court or administrative body. 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 Docusign Envelope ID: 19A332D8-7484-4733-AF2F-5217FAF86A97 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 States. Ownership of Customer Content remains with Customer. 9. Suspension. Axon may temporarily suspend Customer’s or any end user’s right to access or use any portion or all of Axon Cloud Services immediately upon notice, if Customer or end user’s use of or registration for Axon Cloud Services may (a) pose a security risk to Axon Cloud Services or any third-party; (b) adversely impact Axon Cloud Services , the systems, or content of any other customer; (c) subject Axon, Axon’s affiliates, or any third-party to liability; or (d) be fraudulent. Customer remains responsible for all fees incurred through suspension. Axon will not delete Customer Content because of suspension, except as specified in this Agreement. 10. Axon Cloud Services 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, and Axon commits to make Customer Content retrievable in a format that remains usable to Customer. 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. Docusign Envelope ID: 19A332D8-7484-4733-AF2F-5217FAF86A97 Axon Auto-Transcribe Appendix This Appendix applies to Axon Auto-Transcribe. 1) 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. 2) Auto-Transcribe A-La-Carte Minutes. Upon Axon granting Customer a set number of minutes, Customer may utilize Axon Auto-Transcribe, subject to the 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. 3) Axon Auto-Transcribe On Demand. Upon Axon granting Customer an On Demand subscription to Axon Auto-Transcribe, Customer may utilize Axon Auto-Transcribe with no limit on the number of minutes. The scope of Axon Auto-Transcribe On Demand is to assist Customer with reviewing and transcribing individual evidence items. In the event Customer uses Axon Auto-Transcribe On Demand outside this scope, Axon may initiate good- faith discussions with Customer on upgrading Customer’s Axon Auto-Transcribe On Demand to better meet Customer’s needs. 4) Warranty. Axon does not warrant accuracy of Axon Auto-Transcribe. Docusign Envelope ID: 19A332D8-7484-4733-AF2F-5217FAF86A97 Docusign Envelope ID: 19A332D8-7484-4733-AF2F-5217FAF86A97