This Axon Evidence Prosecutor Services Agreement (“Agreement”) is between Axon Enterprise, Inc., a Delaware corporation (“Axon”), and the prosecuting agency on the quote (“Prosecutor”). This Agreement is effective as of the later of the (a) last signature date on this Agreement, or (b) signature date on the quote (“Effective Date”). Axon and Prosecutor are each a “Party” and collectively “Parties”. This Agreement governs Prosecutor’s purchase and use of the Axon services detailed in the Quote Appendix (“Quote”). The Parties therefore agree as follows:
1 Term. The Axon Evidence Prosecutor subscription will begin on the Effective Date and will remain in full force and effect until terminated by either Party (“Term”).
“Axon Evidence” means Axon’s web services for Xxxxxxxx.xxx, and interactions between Xxxxxxxx.xxx and or Axon client software. This excludes third-party applications or xx.xxxxxxxx.xxx.
“Evidence” is media or multimedia uploaded into Axon Evidence as 'evidence' by Prosecutor. Evidence is a subset of Prosecutor Content.
“Non-Content Data” is data, configuration, and usage information about Prosecutor’s Axon Evidence tenant, Axon products 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 Prosecutor Content.
“Prosecutor Content” is data uploaded into, ingested by, or created in Axon Evidence within Prosecutor’s tenant. Prosecutor Content includes Evidence but excludes Non-Content Data.
“Quote” is only valid for services on the quote at the specified prices. Any terms within Prosecutor’s purchase order in response to a Quote will be void.
3 Access. Upon Axon granting Prosecutor an Axon Evidence subscription, Prosecutor may access and use Axon Evidence to store and manage Prosecutor Content. Prosecutor may not exceed more end users than the Quote specifies.
4 Prosecutor Owns Prosecutor Content. Prosecutor controls and owns all right, title, and interest in Prosecutor Content. Except as outlined herein, Axon obtains no interest in Prosecutor Content, and Prosecutor Content is not Axon’s business records. Prosecutor is solely responsible for uploading, sharing, managing, and deleting Prosecutor Content. Axon will only have access to Prosecutor Content for the limited purposes set forth herein. Prosecutor agrees to allow Axon access to Prosecutor Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreement or policies governing use of the Axon products.
5 Security. Axon will implement commercially reasonable and appropriate measures to secure Prosecutor Content against accidental or unlawful loss, access, or disclosure. Axon will maintain a comprehensive information security program 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.
7 Storage. Prosecutor may store unlimited data in Prosecutor’s Axon Evidence account if the data is shared to Prosecutor through Axon Evidence from a partner agency using Axon Evidence. Prosecutor may
Title: Axon Evidence Prosecutor Services Agreement (Online)
purchase ala carte storage for other data. Axon may place Prosecutor Content that Prosecutor has not viewed or accessed for 6 months into archival storage. Prosecutor 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 Prosecutor Content to third party subcontractors for storage. Axon will determine the locations of data centers for storage of Prosecutor Content. For United States agencies, Axon will ensure all Prosecutor Content stored in Axon Evidence remains within the United States. Ownership of Prosecutor Content remains with Prosecutor.
9 Suspension. Axon may temporarily suspend Prosecutor’s or any end user’s right to access or use any portion or all of Axon Evidence immediately upon notice, if: Prosecutor or end user’s use of or registration for Axon Evidence may (a) pose a security risk to Axon Evidence or any third party; (b) adversely impact Axon Evidence, the systems, or content of any other customer; (c) subject Axon, Axon’s affiliates, or any third party to liability; or (d) be fraudulent.
10 Axon Evidence Restrictions. Prosecutor and Prosecutor end users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to:
10.1 copy, modify, tamper with, repair, or create derivative works of any part of Axon Evidence;
10.2 reverse engineer, disassemble, or decompile Axon Evidence or apply any process to derive any source code included in Axon Evidence, or allow others to do the same;
10.3 access or use Axon Evidence with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas;
10.4 use trade secret information contained in Axon Evidence, except as expressly permitted herein;
10.5 access Axon Evidence to build a competitive product or service or copy any features, functions, or graphics of Axon Evidence;
10.6 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 Evidence; or
10.7 use Axon Evidence 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 Prosecutor Content for 90-days following termination. There will be no functionality of Axon Evidence during these 90-days other than the ability to retrieve Prosecutor Content. Axon has no obligation to maintain or provide Prosecutor Content after these 90-days and will thereafter, unless legally prohibited, delete all Prosecutor Content. Upon request, Axon will provide written proof that Axon successfully deleted and fully removed all Prosecutor Content from Axon Evidence. Axon will provide Prosecutor with the same post-termination data retrieval assistance Axon generally makes available to all customers. Requests for additional assistance in downloading or transferring Prosecutor Content, including requests for Axon’s data egress service, will result in additional fees. Axon will not warrant or guarantee data integrity or readability in an external system.
12 Payment. In the event Prosecutor purchases services from Axon, payment is due net 30 days from the invoice date. Payment obligations are non-cancelable. Prosecutor will pay invoices without setoff, deduction, or withholding. If Axon sends a past due account to collections, Prosecutor is responsible for collection and attorneys’ fees. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as provided by state or federal law. Prosecutor is responsible for sales and other taxes associated with the order, unless Prosecutor provides Axon a valid tax exemption certificate.
13 Insurance. Axon will maintain General Liability, Workers’ Compensation, and Automobile Liability insurance. Upon request, Axon will supply certificates of insurance.
14 Indemnification. Axon will indemnify Prosecutor’s officers, directors, and employees (“Prosecutor Indemnitees”) against all claims, demands, losses, and reasonable expenses arising out of a third party claim against an Prosecutor Indemnitee resulting from any negligent act, error or omission, or willful
Title: Axon Evidence Prosecutor Services Agreement (Online)
misconduct by Axon under this Agreement, except to the extent of Prosecutor’s negligence or willful misconduct, or claims under workers compensation.
To the extent permitted by law, Axon disclaims all warranties, remedies, and conditions, whether oral, written, statutory, or implied. 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 Axon Evidence Prosecutor Service will not exceed the amount paid for such services over the 12 months preceding the claim. 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.
15 IP Rights. Axon owns and reserves all right, title, and interest in Axon products and services and suggestions to Axon, including all related intellectual property rights. Prosecutor will not cause any Axon proprietary rights to be violated.
16 IP Indemnification. Axon will indemnify Prosecutor Indemnitees against all claims, losses, and reasonable expenses from any third-party claim alleging that the use of Axon Evidence infringes or misappropriates the third party’s intellectual property rights. Prosecutor 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 Evidence by Prosecutor or a third party not approved by Axon;
(b) use of Axon Evidence in combination with hardware or services not approved by Axon; or (c) use of Axon Evidence other than as permitted in this Agreement.
17 Prosecutor Responsibilities. Prosecutor is responsible for (a) a dispute between Prosecutor and a third party over Prosecutor use of Axon Evidence; (b) ensuring Prosecutor owns Prosecutor Content; (c) ensuring no Prosecutor Content or Prosecutor end user’s use of Prosecutor Content or Axon Evidence violates this Agreement or applicable laws; and (d) maintaining necessary computer equipment and Internet connections for use of Axon Evidence. If Prosecutor becomes aware of any violation of this Agreement by an end user, Prosecutor will immediately terminate that end user’s access to Axon Evidence. Prosecutor will maintain the security of end user names and passwords and security and access by end users to Prosecutor Content. Login credentials are for Prosecutor use only. Prosecutor may not sell, transfer, or sublicense access to any other entity or person. Prosecutor shall contact Axon immediately if an unauthorized party may be using Prosecutor’s account or Prosecutor Content, or if account information is lost or stolen.
18 U.S. Government Rights. If Prosecutor is a U.S. Federal department or using Axon Evidence on behalf of
U.S. Federal department, Axon Evidence 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 Prosecutor is using Axon Evidence 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, Prosecutor will immediately discontinue use of Axon Evidence.
19.1 For Breach. A Party may terminate this Agreement for cause if it provides 30 days written notice of the breach to the other Party, and the breach remains uncured at the end of 30 days. If Prosecutor terminates this Agreement due to Axon’s uncured breach, Axon will refund prepaid amounts on a prorated basis based on the date of notice of termination.
19.2 By Prosecutor. Prosecutor is obligated to pay any applicable fees under this Agreement. If sufficient funds are not appropriated or otherwise legally available to pay the fees, Prosecutor may terminate this Agreement. Prosecutor will deliver notice of termination under this section as soon as reasonably practicable. The date of such termination will be the date Axon receives notice from Prosecutor.
19.3 Effect of Termination. Upon termination of this Agreement, Prosecutor rights immediately terminate, and Prosecutor remains responsible for all fees incurred prior to the date of termination.
20 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 5-years thereafter. Axon pricing is Confidential Information and competition sensitive. If Prosecutor is required by law to disclose Axon pricing, to the extent allowed by law, Prosecutor will provide notice to Axon before disclosure. Axon may publicly announce information related to this Agreement.
21.1 Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party’s reasonable control.
21.2 Independent Contractors. The Parties are independent contractors. Neither Party has authority to bind the other. This Agreement does not create a partnership, franchise, joint venture, Prosecutor, fiduciary, or employment relationship between the Parties.
21.3 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
21.4 Non-Discrimination. Neither Party nor its employees will discriminate against any person based on: race; religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status; age; national origin; ancestry; genetic information; disability; veteran status; or any class protected by local, state, or federal law.
21.5 Export Compliance. Each Party will comply with all import and export control laws and regulations.
21.6 Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent. Axon may assign this Agreement, its rights, or obligations without consent: (a) to an affiliate or subsidiary; or (b) for purposes of financing, merger, acquisition, corporate reorganization, or sale of all or substantially all its assets. This Agreement is binding upon the Parties respective successors and assigns.
21.7 Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right.
21.8 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.
21.9 Survival. The following sections will survive termination: Indemnification, IP Rights, and Prosecutor Responsibilities, Prosecutor Owns Prosecutor Content, Storage, and Axon Evidence Restrictions.
21.10 Governing Law. The laws of the state where Prosecutor 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.
21.11 Notices. All notices must be in English. Notices posted on Prosecutor’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. Contact information for notices:
Axon: Axon Enterprise, Inc. Prosecutor:
Attn: Legal Attn:
00000 X. 00xx Xxxxxx Xxxxxx Address
Scottsdale, Arizona 85255 City, State, Zip
21.12 Entire Agreement. This Agreement represents the entire agreement between the Parties. This Agreement supersedes all prior agreements or understandings, whether written or verbal, regarding the subject matter of this Agreement. This Agreement may only be modified or amended in a writing signed by the Parties.
Each representative identified below declares they have been expressly authorized to execute this Agreement as of the date of signature.
Axon Enterprise, Inc. Prosecutor