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HomeMy WebLinkAboutTASER INTERNATIONAL/OPD��a TiqS E R �aiGir,,�,� P R O T E C T L I F E MASTER SERVICES AND PURCHASING AGREEMENT between TASER INTERNATIONAL, INC. and OSHKOSH POLICE DEPARTMENT TASER Agreement Number: CITY Agreement Number: Date: TASER CONFIDENTIAL AND PROPRIEfARY This document contains confidential information that is proprietary to TASER International, Inc. and shall not be disclosed to others for any purpose without prior written permission from TASER International, Inc. � TASER MASTER SERVICES AND PURCHASING AGREEMENT This Master Agreement (the Agreement) by and between TASER Intemational, Inc., (TASER) a Delaware corporation having its principal place of business at 17800 N 85`" Street, Scottsdale, Arizona, 65255, and Oshkosh, Wisconsin, (Agency) a having its principal place of business at is entered into as of (the Effective DaM). This Agreement sets forth the terms and conditions for the purchase, delivery, use, and support of TASER products and services as detailed in Quote # (the Quote), which is hereby inmrporated by reference. It is the intent of the par[ies that this Agreement shall act as a master aqreement governing all subsequent purchases by Agency of TASER Products and all subsequent quotes aaepted by Aqency shall be also incorporated by reference as a Quote. Im m�sideration of this Agreement [he parties agree as follows: Term This Agreement will commence on the Effective Date and will remain in full force and effect until terminated bv either oartv. TASER services will not be authorized until a signed Quote or Purchase Order is received, whichever is first. 1.1 Evidence.com Subscription Term: The Initial Term of the Subscription services will begin aRer shipment of the Product. If shipped in lst half of the month, the start date is on the ist of the following month. [f shipped in the last half of the month, the start date is on the 15th of the following month. Subscription Services will automatically renew for additional suaessive Terms of one (1) year after completion of your initial Term at the list price then in effect, unless you give us written notice of termination within si�cty (60) days prior to the end of a one (1) year period. 1.2 Professional5ervices 7erm: Amountr pre-paid for professional services as outlined in the Quote and the Statement of Work in Attachment must be used within 6 months of the Effec[ive Date. Definitions "BUSiness Day" means Monday throu9h Friday, excluding holidays. "Confidential Information" means all nonpublic information disclosed by us, our affiliates, business partners or our or their respective employees, mntractors or agents that is designated as confidential or that, given the nature of the informatlon or circumstances surrounding itr disclosure, reasonably should 6e understood to be confdential. "DOCUmentation" means the (i) specifications, explanatory or informational materials, whether in paper or electronic form, that relate to the Services provided under this Agreement, or (ii) user manuals, technical manuals, training manuals, warnings, specifcation or other ezplanatory or informational materials, whe[her in paper or electronic form, that relate to the Productr provided under this Agreement. "Evidence.com Service" means our web services for Evidence.com, the Evidence.mm site, EVIDENCE Sync software, EVIDENCE Mobile App, AzonOO Mobile App, other software, maintenance, storage, and product or service provided by us under this Agreement for use with Evidence.com. This dces not include any Third-Party Applications, hardware warranties, or the my.evidence.com services. "Installation Site" means the loration(s) where the Productr are to be installed. "POlicies" means the Trademark Use Guidelines, all restrictions descnbed on the Evidence.com site, and any other policy or terms referenced in or inmrporated into this Agreement. Policies do not include whitepapers or other marketing materials. Paoe x d tb 11Ue: ENdence.com Master $ervice Agreemen[ wIM Fx�iblls OepaNnent Legal Verslon: 1.13 Releau Da[e: 10R6/2015 TASER "Products" means all TASER equipment, sokware, cloud based services, Documentation and sokware maintenance releases and updates provided by us under this Agreement. "Quote" is an offer to sell, is valid only for products and services listed on the quote at prices on the quote. All Quotes referenced in this Agreement or issued and accepted aRer the Effective Date of this Agreement will be subject to the terms of this Agreement. Any terms and conditions contained within your purchase order in response to the Quote will be null and void and shall have no force or effec[. We are not responsible for pricing, typographical, or other errors in any offer by us and reserve the right to cancel any orders resulting from such errors. "Rewlution 7ime" means the elapsed time between our acknowledgment of an issue until the problem in the Service Offerings has been resolved, which dces not include time delays caused by you, your agency or by third parties outside of our reasonable wntrol. "Services" means the professional services provided by us pursuant to this Agreement. "YOUr Content" means software, daW, teM, audio, video, images or other content you or any of your end users (a) run on the Evidence.com Services, (b) cause to interface with the Evidence.com Services, or (c) upload to the Evidence.com Services under your account or otherwise transfer, process, use or store in connection with your account. 3 Pavment Terms. Invoices are due to be paid within 30 days of the date of invoice. All orders are subject to prior credit approval. Payment obligations are non-cancelable and fees paid are non-refundable and all amountr payable will be made without setoff, deduction, or withholding. If a delinquent account is sent to mllec[ions, you are responsible for all collection and attorneys' fees. 4 7axes. Unless you provide us with a valid and correct fax exemption certificate applicable to your purchase and ship-to lo�tion, you are responsible for sales and other Wxes associated with your order. 5 Shiooi�c; Title: Risk of Loss. We reserve the right to make partial shipmentr and produc[s may ship from multiple lorations. All shipments are E.X.W. via common carrier and title and risk of loss pass to you upon delivery to the common carrier by TASER. You are responsible for all freight charges. Any loss or damage that acurs durinq shipment is your responsibility. Shipping dates are estimates only. 6 Retums. All sales are final and no refunds or ezchanges are allowed, ezcept for warranry returns or as provided by sWte or federal law. 7 Warranties 7.1 Hardware Limited Warranty. TASER warrantr that itr law enforcement hardware products are free from defects in workmanship and materials for a period of ONE (1) YEAR from the date of receipt. EMended warranties run from the date of purchase of the extended warranty through the balance of the 1-year limited warranty term plus the tertn of the eMended warranty measured aRer the expiration of the 1-year limited warranty. CEW cartridges and Smart cartridges that are expended are deemed to have operated properly. TASER-Manufactured Accessories are mvered under a limited 90-DAY warranty from the date of receipt. Non-TASER manufadured aaessories are covered under the manufacturers warranty. If TASER determines that a valid warranty claim is received within the warranry period, TASER agrees to repair or replace the Product. TASER's sole responsibility under this warranty is to either repair or replace with the same or like Product, at TASER's option. 7.2 Warranty Limitations. 7.2.1 The warranties do not apply and TASER will not be responsible for any loss, data loss, Pane 3 0( lb TNe: Evltlence.mmMaste�ServlceAg�eemen[wiN6M1ibi6 Department Legal Verslon: 1.13 Release Oate: 10/26/2015 TASER damage, or other liabilities arising from: (a) damage from failure to follow instructions relating to the Product's use; (b) damage caused by use with non-TASER products or from the use of cartridges, batteries or other parts, componentr or accessories that are not manufactured or remmmended by TASER; (c) damage caused by abuse, misuse, intentional or deliberate damage to the product, or force majeure; (d) damage to a Product or part that has been repaired or modifed by persons other than TASER authorized personnel or without the written permission of TASER; or (e) if any TASER serial number has been removed or defaced. 7.2.2 To the erztent permitted by law, the warranties and the remedies setforth above are exclusive and TASER disclaims all other warranties, remedies, and conditions, whether oral or written, statutory, or implied, as permitted by applicable law. If statutory or implied warranties cannot be lawfully disclaimed, then all such warranties are limited to the duration of the express warranty described above and limited by the other provisions contained in this wamanty document. 7.2.3 TASER's cumulative liability to any party for any loss or damage resulting from any claims, demands, or actions arising out of or relating W any TASER product will not exceed the purchase price paid to 7ASER for the product or if for services, the amount paid for such services over the prior 12 months preceding the claim. In no event will either party be liable for any direct, spxial, indirect, incidenWl, exemplary, punitive or consequential damages, however caused, whether for breach of warranty, breach of contract, negligence, strict liability, tort or under any other legal theory 7.3 Warcanty Retums. If a valid warranty claim is received by TASER within the warranry penod, TASER agrees to repair or replace the Product which TASER detertnines in its sole discretion to be defective under normal use, as defined in the Product instructions. TASER's wle responsibility under this warranty is [o either repair or replace with the same or like Produtt, at TASER's op[ion. 73.1 For warranty return and repair procedures, including troubleshooting guides, please go to TASER's websites www.taser.com/su000rt or www.evidence.com, as indicated in the appropriate product user manual or quick start guide. 7.3.2 Before you deliver your product for warranty service, it is your responsibility to upload the daW contained in the product to the EVIDENCE.com services or download the product data and keep a separate backup copy of the contentr. TASER is not responsible for any loss of soRware programs, data, or other information contained on the storage media or any other part of the product services. 7.3.3 A replacement product will be new or like new and have the remaining warranty period of the original product or 90 days from the date of replacement or repair, whichever period is longer. When a product or part is ezchanged, any replacement item becomes Pu¢hasers property and the replaced item becomes TASER's property. Product Warninas. See our website at www.TASER.com for the most current product wamings. Desian Chanaes. We reserve the right to make changes in design of any of our products and services without incurring any obligation to notify you or to make the same change to products and services previously purchased. 10 Insurance. We will maintain at our own expense and in effect during the Term, Commercial General Liability Insurance, Workers' Compensation Insurance and Commercial Automobile Insurance and will � furnish certificates of insurance or self-insuranrn upon your request. 11 Indemnification. Except to the ex[ent caused by the negligent acis, omissions or willful misconduct of Ttle: EvlCence.com Ma4x Dxpartrnent Legal Verslan: 1.13 Rele35e Da[e: 10/2fi/2015 � TASER you, we will indemnify, defend and hold you, your offcers, directors, and employees (each Agency Indemnitee) harmless from and against all claims, demands, losses, liabilities, wstr, expenses, and reasonable attorneys' fees, arising out of a claim by a third party against an Agency Indemnitee resulting fmm any negligent act, error or omission, or willful misconduct of TASER under or related to this Agreement. 12 Your Resoonsibilities. You are responsi6le for (i) your or any of your end users' use of TASER Productr (including any activities under your Evidence.com account and use by your employees and agentr), (ii) breach of this Agreement or violation of applicable law by you or any of your end users, (iii) Your Content or the combination of Your Content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by Your Content or by the use of Your Content, (iv) a dispute between you and any third-party over your use of TASER products or the collection or use of Your Content, (v) any hardware or nehvorks that you connect to the Evidence.com Services, and (vi) any security settings you establish to interact with or on the Evidence.com Services. 13 Termination 13.1 By Either Party. Either party may terminate for cause upon 30 days advance notice to the other party if there is any material default or breach of this Agreement by the other party, unless the defaulting party has cured the material default or breach within the 30-day notice period. In the event that you terminate this Agreement under this Section and we failed to cure the material breach or default, we will issue you a refund of any prepaid amountr on a prorated basis. 13.2 By Agenq. You are obligated to pay the fees under this Agreement as may lawFully be made from funds budgeted and appropriated for that purpose during your then curzent fiscal year. In the event that sufficient funds will not be appropriated or are not othervvise legally available to pay the fees required under this Agreement, this Agreement may be terminated by you. You agree to deliver notice of termination under this Section at least 90 days prior to the end of tfie then cument fscal year. 13.3 Effect of Termination. Upon any termination of this Agreement: (a) all your rightr under this Agreement immediately terminate; (b) you remain responsible for all fees and charges you have incurred Mrough Me date of tertnination; and (c) Sections 3, 7, 8, 11, 12 and Exhibit A Sections 2, 6, 7, 9, 30 and 11 will continue to apply in accordance with their terms. 13.4 After 7ermination. We will not delete any of Your Content as a result of a termination during the 90 days following termination. During this 90-day period you may retrieve Your Content only if you have paid all amountr due ([here will be no application functionaliry of the Evidence.com Services during this 90-day period other than the ability for you to retrieve Your Content). You will not incur any additional fees if you download Your Content from the Evidence.com Services during this 90- day period. We have no obligation to mainWin or provide any of Your Content after the 90-day period and will thereaker, unless legally prohibited, delete all of Your Content stored in the Evidence.mm Services. Upon request, we will provide written proof that all of Your Content has been successfully deleted and fully removed from the Evidence.com Services. 13.5 Post-Termination Assistance. We will provide you with the same post-terminatlon data retrieval assisWnce that we generally make available to all customers. Requestr that we provide additional assistance to you in downloading or transferring Your Content will result in additional fees from us and we will not warrant or guarantee daW integrity or readability in the eMemal system. Page 5 of 16 Ttle: EviGence.comMaRe�ServlceAg�eemen[wIfAF+aNbRs DepaNnmt Legal Verson: 1.13 Releau Date: 10/2fi/2015 � TASER 1a General. 14.1 Confidentiality. Both parties will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of either parties Confdential Information. Except as required by applicable law, neither party will disclose either party's Confidential Information during the Term or at any time during the 5-year period following the end of the Term. 14.2 Excusable delays. We will use commercially reasonable efforts to deliver all products and services ordered by you as soon as reasonably practicable. In the event of interruption of any delivery due to causes beyond our reasonable control we have the right to delay or terminate the delivery with reasonable notice to you. 14.3 Force Majeure. Neither party will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond the parties' reawnable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elementr of nature, blockages, embargces, riots, actr or orders of government, acts of terrorism, or war. 14.4 ProprieWry Information. You agree that we have and claim various proprietary rightr in the hardware, firmware, soRware, and the integration of ancillary materials, knowledge, and designs that constitute our products and services, and that you will not directly or indirectly cause any proprietary rights to be violated. 14.5 Independent Contractors. The parties are independent contractors. Neither party, nor any of their respec[ive affiliates, has the authority to bind the offiec This Agreement dces not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship belween the parties. 14.6 No Third-Parly BeneTCiaries. This Agreement does not aeate any third-party beneficiary rights in any individual or entiry that is not a party to this Agreement. 14.7 Non-discrimination and Equal Opportunity. During tlie pertormance of this Agreement, we agree that neither we nor our employees will discriminate against any person, whether employed by us or othervvise, on the basis of basis of race, color, religion, gender, age, national origin, handicap, marital status, or political affiliation or belief. In all solicitations or advertisementr for employees, agentr, subconhadors or others to be engaged by us or placed by or on behalf of us, we will sWte all qualifed applicants will receive consideration for employment without regard to race, mlor, religion, qender, age, national origin, handicap, marital status, or political affiliation or belief. 14.8 U.S. Government Rights. The Evidence.mm Services are provided to the U.S. Government as "commercial items," "mmmercial computer software;' "mmmercial computer soRware documentation;' and "technical data" with the same rightr and restrictions generally applicable to the Evidence.com Services. If you are using the Evidence.com Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government's needs or are inwnsistent in any respect with federal law, you will immediately discontinue your use of the Evidence.com Services. The terms "commercial item," "mmmercial mmputer software; "'mmmercial computer soRware documenWtion," and "txhnical data" are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement. 14.9 Import and Export Compliance. In connection with this Agreement, each party will comply with all applicable import, re- import, export, and re-export control laws and regulations. Tltle emtlence.mmmasferSeMCeRgreementwiMbhibl6 Oeparhnent Legal Verslon: 1.13 Release Da[e: 30/2fi/2015 � TASER 14.10 Assignment. Neither party may assign or otherwise transfer this Agreement without the prior written approval of the other party. TASER may assign or otherwise transfer this Agreement or any of our rightr or obligations under this Agreement without consent (a) for financing purposes, (b) in conne[tion with a merqer, acquisition or sale of all or substantially all of our assets, (c) as part of a corporate reorganization, or (d) to a subsidiary corporation. Subject to the foregoing, this Agreement will be binding upon the parties and their respective successors and assigns. 14.11 No Waivers. The failure by either party to enforce any provision of this Agreement will not constitute a present or future waiver of the provision nor limit the party's right to enforce the provision at a later time. 14.12 Severability. This Agreement is contractual and no[ a mere recital. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. 14.13 Governing Law; Venue. The laws of the state where you are physically located, without reference to conflict of law rules, govern this Agreement and any dispute of any wrt that might arise behveen the parties. The United Nations Convention for the International Sale of Goods dces not apply to this Agreement. 14.14 Notices. All communications and notices to be made or given pursuant to this Agreement must be in the English language. Notices provided by posting on your Evidence.mm site will be effective upon posting and notices provided by email will be effective when the email was sent. Notices provided by personal delivery will be effective immediately. Contact information for notices: TASER: TASER International, Inc. AGENCY: ATTN: Legal Department 17800 N. 85th Street Smttsdale, Arizona 85255 14.15 Entire Agreement. This Aqreement, including the APPENDICES attached hereto, and the Policies and the quote provided by TASER, represents the entire agreement behveen you and TASER. This Agreement supersedes all prior or mntemporaneous representations, undersW ndings, agreementr, or communications behveen you and TASER, whether written or verbal, regarding the subjec[ matter of this Agreement. No modification or amendment of any portion of this Agreement will be effec[ive unless in writing and signed by the parties to this Agreemen[. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conFlict. 14.16 Counterparts. If this Agreement form requires the signatures of the parties, then this Agreement may be executed by electronic signature in multiple counterparts, each of which is considered an original. Paae ) of 16 Tltle: ENEente.mmMaSterServiceA9reemen[wl[hEx�iblts DepartmeM: Legal Version: 1.13 ReleauDate: ]0/26/]015 � TASER IN WI7NES5 WHEREOF, the parties hereto have caused this Agreement to be duly executed. Each party warrants and represents that its respective signatories whose signatures appear below have been and are, on the date of signature, duly authorized to execute this Agreement. TASER I�temational, Inyr� By: r %7`l ..�__�— Name: _ �� Dwi�Asrn Title: UP �� eS � S.RfU � Of�rC1HOn3 Signature Date: �� S��,o �� Address: 17800 N. 85th Street Scottsdale, AZ 85255 Attn: General Counsel Email: lega I@taser.com Ci of Oskhos'hy n beh f f Oshkosh Police De artment Byty /� �r�r�✓i!/ P Name: Mark R loff Title: CiN Manaaer Signature Date: B��_ � Name: Pamela Ubria Title: Ci Clerk Signature Date: �T��� � By:.4non� �q�. �m Name: Trena Larson Title: Finance Dir r Signat re Date: 13 � Itc r B . �21���-� Na . vnn Lorenson Title: CiN Attamev Signature Date: i-� 3- 1/o Address: Paae 8 0! 1b TIUe: EvlOence.mm Ma4er $ervice Fgreemen[ with F_+aMblS Departmen[: Legal Version: 1.�3 2eleau Date: 10/26R015 � TASER APPENDIX A: Evidence.com Terms of Use 1. Access Riahts. Upon the purchase or granting of a subscription from TASER and your opening of an Evidence.com account you will have aaess and use of the Evidence.com Services for the storage and management of and Your CAntent during the 5ub5cription term (Term). The Evidence.COm ServiCe and data storage are subject to usage limits. The Evidence.com Service may not be accessed by more than the number of end users specified in the Quote. If you become aware of any violation of this Agreement by an end user, you will immediately terminate that end user's aaess to Your Content and the Evidence.wm Services. 2. You Own Your Content. You control and own all right, title, and interest in and to Your Content and we obtain no rightr to Your Content. You are solely responsible for the uploading, sharing, withdrawal, management and deletion of Your Content. You wnsent to our limited access to Your Content solety for the purpose of providing and supporting the Evidence.com Services to you and your end users. You represent that you own Your Content; arid that none of Your Content or your end users' use of Your Content or the Evidence.com Services will violate this Agreement or applicable laws. 3. Evidence.com Data Securitv. 3.1. Generally. We will implement wmmercially reasonable and appropriate measures designed to secure Your Content against accidental or unlawful loss, access or disclosure. We will maintain a comprehensive Information Securiry Prugram (ISP) that includes logical and physical access management, vulnerabilily management, [onfiguration management, incident monitoring and response, encryption of digital evidence you upload, security education, risk manaqement, and data prote[tion. You are responsible for maintaining the security of your end user names and passwords and taltirg steps to maintain appropriate security and access by your end users to Vour Con[ent. Log-in credentials are for your internal use only and you may not sell, transfer, or sublicense them to any other entity or person. You agree to be responsible for all activRies undertaken by you, your employees, your contractors or agents, and your end users which resuR in unauthorized access to your account or Your Content. Audit log tracking for the video data is an automatic feature of the Services which provides details as to who accesses the video data and may be downloaded by you at any time. You agree to contact us immediately if you believe an unauthorized ihird party may be using your acmunt or Your Cnntent or if your account information is lost or stolen. 33. FBI CJIS Security Addendum. For customers based in the United States, we agree to the [erms and requirements set forth in the Federal Bureau of Investigation (FBI) Criminal Justice Infortnation Services (CJIS) Security Addendum for the Term of this Agreement. 4. Our Su000rt. We will make available to you updates as released by us to the Evidence.com Services. Updates may be provided electronically via the Internet. We will use reasonable efforts to continue supporting the previous version of any API or soRware for 6 months aRer the change (except if doing so (a) would pose a security or intellectual property issue, (b) is economically or technically burdensome, or (c) is needed to comply with the law or requests of governmental entities. You are responsible for maintaining the computer equipment and Internet connections necessary for your use of the Evidence.com Services. 5. Data Privaw. We will not disclose Your Content or any information about you except as compelled by a Paae 9 of I6 Tttle: Evitlence.com Ma4er Service Agreemen[ wN� Exhibl6 Departm¢nL Legal Verslon: 1.13 Releau W[e: �0/26/2015 TASER court or administrative body or required by any law or regulation. We will give you notice if any disclosure request is received for Your Content so you may file an o6jection with the tourt or administrative body. You agree to allow us access to certain informa[ion from you in order to: (a) perform tmubleshooting services for your acmunt at your request or as part of our regular diagnostic screenings; (b) enforce our agreementr or policies goveming your use of Evidence.com Services; or (c) pertorm analytic and diagnostic evaluations of the systems. 6. Data Storaoe. We will determine the lorations of the data centers in which Your Content will be stored and accessible by your end users. For United States customers, we will ensure that all of Your Content stored in the Evidence.com Services remains within the United States including any backup data, replication sites, and disaster recovery sites. You consent to the transfer of Your Content to third parties for the purpose of storage of Your Content. Third party subcontractors responsible for storage of Your Content are wntracted by us for data storage services. Ownership of Your Content remains with you. 7. Fees and Pavment. Additional end users may be added during the Term at the pricing in effec[ at the time of purchase of additional end users, prorated for the duration of the Term. Additional end user aaounts will terminate on the same date as the preexisting subscriptions. We reserve the right to charge additional fees for you exceeding your purchased storage amounts or for TASER's assistance in the downloading or ezporting of Your Content. 8. Suscension of Evidence.com Services. We may suspend your or any end user's right to access or use any portion or all of the Evidence.com Services immediately upon notice to you if we determine: 8.1. In acmrdance with the Tertninatbn provi5ions of the MaSter Servite Agreement; 8.2. Your or an end user's use of or registration for the Evidence.com Services (i) poses a securiry risk to the Evidence.com Services or any third party, (ii) may adversely impac[ the Evidence.com Services or the rys[ems or content of any other customer, (iii) may subject us, our affiliates, or any third party to lia6ility, or (iv) may be 6audulent; 8.3. If we suspend your riqht to access or use any portion or all of the Evidence.com ServiCes, you remain responsible for all fees and charges incurred through the date of suspension without any credits for any period of suspension. We will no[ delete any of Your Content on Eviden[e.[om as a result of your suspension, except as specified elsewhere in this Agreement. 9. SoRware Services Warrantv. We warcant that the Evidence.com Services will rrot infringe or misappropriate any patent, copyright, trademark, or trade secret rights of any third party. We disclaim any warranties or responsibility for data cnrruption or errors before the data is uploaded tn the Evidence.com Services. 10. IP Riahts. We own and reserve all right, title, and interest in and to the Evidence.com Services and related software and intellec[ual property rights. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use the Evidence.com Services solely in accordance with this Agreement during the Term. We own all right, title, and interest in and to any suggestions made to us and we have the right to use any suggestions without restriction. 11. License Restridions. Neither you nor any of your end users may, or attempt to: (a) permit any third party to aaess the Evidence.com Services except as permitted in this Agreement; (b) modiry, alter, tamper with, repair, or otherwise create derivative works of any of the Evidence.com Services; (c) reverse engineer, disassemble, or decompile the Evidence.com Services or apply any other process or procedure to derive the source code of any software included in the Evidence.com Services, or allow any others to do the same; (d) aaess or use the Evidence.com Services in a way intended to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; (e) copy the Evidence.com Services in whole or part, except as TNe: Evidence.com Master Service Agreement wRM1 E�ibl6 D2p3rh1lent: lcyal Version: 1.13 Releau Oate: 10/26/2015 TASER ezpressly permitted in this Agreemenq (f) use trade secret information contained in the Evidence.com Services, ezcept as expressly permitted in this Agreement (g) resell, rent, loan, or sublicense the Evidence.com Services; (h) access the Evidence.com Services in order to build a mmpetitive produd or service or mpy any features, functions, or graphics of the Evidence.com Services; (i) remove, alter, or obscure any confdentiality or proprietary rightr notices (including copyright and trademark notices) of ours or our licenwrs on or within the Evidence.com Services or any copies of the Evidence.com Services; or (j) use the Evidence.mm Services to store or transmit infringing, libelous, or othervvise unlawful or tortious material, to store or transmit material in violation of third-party privacy righFS, or to store or transmit malicious code. All licenses granted to you in this Agreement are conditional on your continued compliance this Agreemen[, and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement. You may only use our trademarks in aaordance with the TASER Trademark Use Guidelines (located at www.TASER.com). Tltle: EWdenm.mm Master Service Agreement wllh &hlbl6 Departmen[: Legal VeSion: 1.13 Release Date: 10/2fi/2015 � TASER APPENDIX B: Professional Services 1. Scoce of Services. The project scope will consist of the Services identified on your Quote. 1.1. The Full-Service Package and Starter Package for the Axon and Evidence.com related Services are detailed below: System set up anA mnfiguration Setup Ncon� Mobile on smart phones (if applicable). Confgure categories & ms[om mles based on Agency need. Troubleshoot IT issues with Evidence.mm and Evidence.com Dock (Dock) access. Work with IT to install EVIDENCE Sync wRware on Ixked-down computers (if appliwble). One omsite session Included Dock installation Work wdh Agency to dxide ideal location of Dock setup and set mnf9urations on Dock if necessary. Authentlrate Dock with EviOence.com using "admin" credentlals from Agency. Work wRh Agencys IT to mnfgure itr network N allow for mazimum bandwid[h and Oroper opere6on within Agency's nehvork environment. Dedicabed Project Manaqer Assignment of a specifc TASER representative for all aspects of planning the Product rollout (Project Manager). Idealty, Me Project Manager will be assigned to the Agency 4-6 weeks prior to rollout. Project Manager will devebp a MicrosoR Project plan for the rollout of Axon �mera unitr, Docks and Evidence.com aaouM t2ining based on size, tlming of rollout and Agency's desired level of training. Up to 4 weekly meetings leading up to Me EviOence.mm Dock ins[allation of not more Man 30 minu[es in Bes[ P��re imPk�ntation Plannin9 �ior1 on-site session to: Provide considerations for es[ablishment of video policy and s/stem operations beR practices based on TASER's observations with other agenties. Discuss impor�nce of entering metadata in the fleld for organization purposes and other best practice for digital data management. Provide refercals of other agencies using the Arzon ramera producLS and EviAence.mm services Create project plan for lar9er deploymentr. Recommend rollout plan based on review of shiR xhedules. '�. 2 omsi[e sessions-each provitling a step-by-step explanation and assis[ance for Agencys mnfiguraUOn of �� secunty, roles & permissions, wte9ories & retention, and other specifc settin9s for Evidence.wm. Azon instruttor trammg Prior to 9eneral user training on Axon camera rys[ems an0 Evidence.wm services, TASER's omsite professional services team will provide training for ins[ructors who can support the Agencys subsequent A:con wmera and Evidence.com training needs. End user go live training and support sewions Provide individual device se[ u0 and mnfiguration assistance; paidng with viewers when appiicable; and training on device use, Evidence.com and EVIDENCE Sync. Evidence.com administrator guides, camera implementation guides, nehvork setup guide, sample policies, 1.2. Additional training days may be added on to any service package for additional fees set forth in rnle. Eviaenre.comMartttSeMCevurtBaseRgreementwiMEthlbits DepartmenF. Legal Page 12 M l6 Version: 1.13 Releau Wre: 10/26/i015 � TASER your Quote. 2. Out of Scooe Services. We are responsible to perform only the Services descri6ed on your Quote. Any additional services discussed or implied that are not defned explicitly by the Quote will be considered out of the scope. 3. Deliverv of Services. 3.1. Houre and Travel. Our personnel will work within normal business hours, Monday through Friday, 8:30 a.m. to 5:30 p.m., except holidays unless otherwise agreed in advance. All tasks on-site will be pertormed over a consecutive timeframe unless otherwise agreed to by the parties in advance. Travel time by our personnel to your premises will not be charged as work hours pertormed. 3.2. Changes to Services. Changes to the scope of Services must be documented and agreed upon by the parties in a change order. Changes may require an equitable adjushnent in the charges or schedule. 3.3. Delays. If any delays are caused by you, you will be responsible for any msts incurred by us in preparing for the perfortnance of the Services, and we will be entltled to recover these costs from you, including travel related costr. The non-performance or delay by us of our obligations under this Agreement will be ezcused if and to the eztent the non-performance or delay results directly from the failure by you to perform your responsibilities. If any failure or delay by you to perform any of your responsibilities preventr or delays our pertormance of our obligations under this Agreement, we will be entiNed to a reasonable extension of time to the applicable pertortnance dates to reFlect the eMent of the impact of the failure or delay by you. 4. Authoriution to Access Comouter Srstems to Pertorm Services. You authorae us to access your relevant computers and networic systems solely for the purpose of performing the Services. We will wak diligently to idenUfy as soon as reasonably practicable the resources and information we expect to use, and will provide an initlal itemized list to you. You are responsible for, and assume the risk of any problems, delays, losses, claims, or expenses resuRing from the content, accuracy, completeness, and consistency of all daW, materials, and informalion supplied by you. 5. Site Preoaration antl InsWllation. Prior to delivering any Services, we will provide you with 1 mpy of the then-current user documentation for the Services and related Products in paper or electronic form (Product User Dxumentation). The Product User pocumentation will include all environmenWl specifications that must be met in order for the Services and related Products to operate in aaordance with the Product User poamenWtion. Prior to the insWllaSon of Produc[ (whether pertormed by you or TASER), you must prepare [he Installation Site in acmrdance with the environmental specifications set forth in [he Product User pocumentation. Following the installation of the Productr, you must main[ain the Installation Site where the Products have been installed in acwrdance with the environmental specifcations set forth in the Product User pocumenW[ion. In the event tha[ there are any updates or modifcations to the Produc[ User pocumentation for any ProducGS provided by us under this Agreement, including the environmental specifications for the Products, we will provide the updates or modifcations to you when they are generally released by us to our customers. 6. Acceotance Checklist. We will present you with an Acceptance Checklist (Checklist) upon our completion of the Services that will exactly mirror the description of services within this Section. You will sign the Checklist acknowledging completion of the Services once the on-site service session has been completed. If you reasonably believe that we did not complete the Services in subsWntial conformance with this Agreement, you must notify us in writing of your specifc reasons for rejection of the Services within 7 calendar days from delivery of the Checklist to you. We will address your issues and then will re- litle Evitlenc¢cwnMasier5ervicePUrc�auFgreementwlNExMbl6 Oepartment Legal Page 13 of 16 Verslon: Ll3 ftelease Da[e: 1026/2015 � TAS�R present the Checklist for your approval and signature. If we do not receive the signed Checklist or a written notification of the reawns for the rejection of the pertormance of the Services from you within 7 calendar days of delivery of the Checklist to you, the absence of your response will constitute your affirmative acceptance of the Services, and a waiver of any right of rejection. 7. Liabiliri for Loss or Corruotion of Data. You are responsible for. (i) instituting proper and timely backup procedures for your software and data; (ii) creating timely backup copies of any of your software or data that may be damaged, lost, or mrrupted due to our provision of Services; and (iii) using backup copies to restore any of your wkware or data in the event of any loss of, damage to, or corruption of the operational version of your sokware or data, even if such damage, loss, or corruption is due to our negligence. However, regardless of any assistance provided by us: (i) we will in no way be liable for the accuracy, completeness, suaess, or resultr of your efforts to restore your software or data; (ii) any assistance provided by us under this Section is without warranty, express or implied; and (iii) in no event will we be liable for loss of, damage to, or corruption of your data from any cause. TNe: ENdence.romMaster5emcePUrchaseAgreementwlNEVniblfs Department Le9al Page 19 of 16 Version: 3.13 Release DaR: 10/2fi/2015 � TASER APPENDIX C: TASER Assurance Plan TAP has been purchased as part of the Quote attached to the Agreement. TAP's purchase pri[e dces not in[lude any initial hardware, soRware and the Evidence.com services must be purchased separately. TAP provides you with hardware extended warranty coverage, Spare Products (for Wcon cameras), and Upgrade Models at the end of the TAP Term. TAP onty applies to the Ncon flez camera and controller, ,4uon body camera, or pock, depending on the plan purchased. TAP dces not apply to software or services offered for, by, on, or through the TASER.mm or Evidence.com websites. TAP WarranN Coveraae. TAP includes the extended warranty coverage described in the current hardware warranty. TAP for the Azon camera products alw includes free replacement of the Azon Flex controller battery and Axon body battery during the TAP Term.' TAP warranty coverage starts at the beginning of the TAP Term and wntinues as long as you continue to pay the required annual fees for TAP. You may not have bo[h an optional e#ended warranty and TAP on the Axon [amera/Dock produtt. TAP Term. TAP Term start date is based upon the shipment date of the hardware covered under TAP. If the shipment of the hardware occurred in the first half of the month, then the Term starts on the lst of the following month. If the shipment of the hardware occurred in the second half of the month, then the Term starts on the 15th of the following month. SPARE /�on tamera5. For TAP for Axon camera products, TASER will provide a predetermined number of spare Axon cameras (and controllers if applicable) (collectively the "Spare Products'� to you to keep at your agency location to replace broken or non-functioning unitr in order to improve the availability of [he units to o�cers in the field. You must return to TASER, through TASER's RMA process, any broken or no�- functioning unitr for which a Spare Produc[ is utilized, and TASER will repair or replace the nomfunctioning unit wRh a replacement produd. TASER warrantr it will repair or replace the unit which fails to function for any reamn not excluded by the TAP warranty mverage, during the TAP Term with the same produc[ or a like product, at TASER's wle option. You may not buy a new TAP for the replacement produc[ or the Spare Product. 3.1. Within 30 days of the end of the TAP Term you must return to TASER all Spare Products. You will be invoiced for and are obligated to pay to TASER the MSRP then in effect for all Spare Products not returned to TASER. If all the Spare Productr are returned to TASER, then TASER will refresh your allotted number of Spare Productr with Upgrade Models if you purchase a new TAP for the Upgrade Models. TAP OfTcer Safetv Plan (OSPI. The Officer Safety Plan includes an Evidence.com Ultimate License, TAP for Evidence.com Dock, one TASER brand CEVJ with a 4-year Warranty, one CEW battery, and one CEW holster of your choice. At any tlme during the OSP term you may choose to receive the CEW, battery and holster by providing a$0 purchase order. At the time you elect to rxeive the CINEW, you may choose from any current CEW model offered. The OSP plan must be purchased for a period of 5 years. If the OSP is tertninated before the end of the term and you do not receive your CEW, battery or holster, then we will have no obligation to reimburse you for those items not received. If OSP is terminated before the end of the term and you rxeive your CEW, battery and/or holster then (a) you will be invoiced for the remainder of the MSRP for the ProducGS received and not already paid as part of the OSP before the termination date; or (b) only in the case of termination for non-appropriations, return the CEW, battery and holster to us within 30 days of the date of termination. ' 11POlies to reolacement for batteries whidi fail [o Por¢tion for anv reason not exduAeO W[he Hardware wamanry. Tltle: EvlEence.mmMa3e�5ervireGUrcfiateAgreemeMwiMFafilbRs Department Legal Page 15 of 16 Verslorc 1.13 Release Date: 10/26/20�5 � TASER TAP Uoarade Models. Upgrade Models to be provided as follows during and/or after the TAP Tertn: (i) after 3 years if you purchased 3 years of Evidence.com services/Ultimate Licenses/Unlimited Licenses and all TAP paymentr are made; or (ii) once aRer 2.5 years and once again after 5 years if you purchased 5 years of Evidence.com services/Ultimate Licenses/Unlimited Licenses/OSP and made all TAP payments. Any products replaced within the six months prior to the scheduled upgrade will be deemed the Upgrade Model. Thirly days after you receive the Upgrade Models, you must return the producLS to TASER or TASER will deactivate the serial numbers for the products for which you received Upgrade Models unless you purchase additlonal Evidence.com licenses for the Ncon camera productr you are keeping. You may buy a new TAP for any Upgraded Model. 5.1. TAP Axon Camera Upgrade Models. 5.1.1. If you purthased TAP as a stand-alone service, [hen TASER will upgrade the Ncon camera (and mnholler if applirable), free of charge, with a new onoffcer video camera that is the ume product or a like product, at TASER's wle option. TASER makes no guarantee that the Upgrade Model will utilize the same aaessories or pock. If you would like to change product models for the Upgrade Model, then you must pay the price difference in effect at the time of the upgrade behveen the MSRP for the offered Upgrade Model and the MSRP for the model you desire to acquire. No refund will be provided if the MSRP of the new model is less than the MSRP of the offered Upgrade Model. 5.1.2. If you purchased Ultimate License, Unlimited License or OSP, then TASER will upgrade the Axon camera (and controller if applicable), free of charge, with a new on-officer video camera of your [hoice. 5.2. TAP Dock Upgrade Models. TASER will upgrade the Dotk free of [harqe, with a new Dock with the same number of bays that is the same product or a like product, at TASER's sole optbn. If you would like to change produc[ models for the Upgrade Model or add addRional bays, then you must pay the price difference in effect at the time of the upgrade behveen the MSRP for the offered Upgrade Model and the MSRP for the model you desire to acquire. No refund will be provided if the MSRP of the new model is less than the MSRP of the offered Upqrade Model. TAP Termination. If an invoice for TAP is more than 30 days past due or your agency defaulfs on its payments for the Evidence.com services then TASER may terminate TAP and all outstanding Axon product related TAPS with your agency. TASER will provide notifcation to you that TAP mverage is terminated. Once TAP coverage is terminated, then: 6.1. TAP cove2ge will tertninate as of the da[e of tertnination and no refunds will be given. 6.2. TASER will not and has no obligation to provide the free Upgrade Models. 6.3. You will be invoiced for and are obligated to pay to TASER the MSRP then in effect for all Spare Products provided to you under TAP. If the Spare Products are returned within 30 days of the Spare ProduR invoice date, credit will be issued and applied against the Spare Product invoice. 6.4. You will be responsible for payment of any missed paymentr due to the termination before being allowed to purchase any future TAP. Ttle: ENaence.rom Mas[er 5ervke Pur(fiau Agreement wiU EMI0R5 DepartrnmF. Legal Page 16 of 16 Verslon: 1.13 Releau �are: 10/16/20t5