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DocuSign Envelope ID: D7E89A7A-576D-4303-B1C0-BACFA76A9E40 D' PD Lo �� AXON Master Services and Uo L W J If � ZD _ �I F Uvz O >¢Y LLj D rc w f) U iV N O N :62 Purchasin, greement for Agency A-2022-106 This Master Services and Purchasing Agreement ("Agreement") is between Axon Enterprise, Inc., a Delaware corporation (.'Axon"), and the agency listed below or, if no agency is listed below, the agency on the Quote attached hereto ("Agency"). This Agreement is effective as July 1, 2022 ("Effective Date"). Axon and Agency are each a "Party" and collectively "Parties". This Agreement governs Agency's purchase and use of the Axon Devices and Services detailed in the Quote Appendix — attached hereto as Exhibit A ("Quote'). It is the intent of the Parties that this Agreement act as a master agreement governing all subsequent services and purchases provided to Agency for the same Axon Devices and Services in the Quote, and all such subsequent quotes accepted by Agency shall be also incorporated into this Agreement by reference as a Quote. The Parties agree as follows: Definitions. 1.1. "Axon Cloud Services" means Axon's web services for Axon Evidence, Axon Records, Axon Dispatch, and interactions between Axon Evidence and Axon Devices or Axon client software. Axon Cloud Service excludes third -party applications, hardware warranties, and my.evidence.com. 1.2. "Axon Device' means all hardware provided by Axon under this Agreement. CNI 1.3. "Quote' means an offer to sell and is only valid for devices and services on the quote at the specified prices. z Any terms within Agency'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 offer 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. 2. Term. This Agreement begins on the July 1, 2022 and continues until: June 30, 2027. ("Term"). 2.1. All subscriptions including Axon Evidence, Axon Fleet, Officer Safety Plans, Technology Assurance Plans, and TASER 7 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. New devices and services may require additional terms. Axon will not authorize services until Axon receives a signed Quote or accepts a purchase order, whichever is first. 3. Payment. Axon invoices upon shipment, or on the date specified within the invoicing plan in the Quote. Payment is due net 30 days from the invoice date. Payment obligations are non -cancelable. Unless otherwise prohibited by law, Agency 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. Agency will pay invoices without setoff, deduction, or withholding. If Axon sends a past due account to collections, Agency is responsible for collection and attorneys' fees. Agency agrees to pay, and Axon agrees to accept as total payment for its services for Agency, the rates and charges identified in Exhibit A. The total amount to be expended during the term of this Agreement shall not exceed $5,187,638. This amount includes a 5% contingency amount of $247,030 for services provided at the sole discretion of Agency. 4. Taxes. Agency is responsible for sales and other taxes associated with the order unless Agency provides Axon a valid tax exemption certificate. 5. Shipping. Axon may make partial shipments and ship Axon Devices from multiple locations. All shipments are EXW (Incoterms 2020) via common carrier. Title and risk of loss pass to Agency upon Axon's delivery to the common carder. Agency is responsible for any shipping charges in the Quote. 6. Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as provided by state or federal law. 7. Warranty. 7.1. Limited Warranty; Disclaimer. Axon warrants that Axon -manufactured Devices are free from defects in workmanship and materials for one (1) year from the date of Agency's receipt, except Signal Sidearm and Axon -manufactured accessories, which Axon warrants for thirty (30) months and ninety (90) days, respectively, from the date of Agency's receipt. Used conducted energy weapon ("CEW") cartridges are deemed to have operated properly. Extended warranties run from the expiration of the one (1) year hardware warranty through the extended warranty term. All software and Axon Cloud Services are provided "AS IS," without any warranty of any kind, either express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose and non -infringement. Axon Devices, software, 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 Title: Master Services and Purchasing Agreement for Agency Department: Legal Version: 14.0 Release Date: 3/10/2022 1 of 23