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MASTER SERVICES AND PURCHASING AGREEMENT <br /> This Master Agreement(the Agreement) by and between Axon Enterprise, Inc., (Axon or Party) a Delaware <br /> corporation having its principal place of business at 17800 N 85th Street, Scottsdale, Arizona, 85255, and Everett <br /> Police Dept. - WA, (Agency, Party or collectively Parties) having its principal place business at 3002 WETMORE <br /> AVENUE, Everett, WA 98201, is entered into as of the date of the last signature to this Agreement(the Effective <br /> Date). <br /> This Agreement sets forth the terms and conditions for the purchase, delivery, use, and support of Axon products <br /> and services as detailed in Quote Appendix(the Quote),which is hereby incorporated by reference. It is the intent <br /> of the Parties that this Agreement shall act as a master agreement governing all subsequent purchases by Agency <br /> of Axon Products and all subsequent quotes accepted by Agency shall be also incorporated by reference as a Quote. <br /> In consideration of this Agreement the Parties agree as follows: <br /> 1 Term. This Agreement will commence on the Effective Date and will remain in full force and effect until <br /> terminated by either Party. Axon services will not be authorized until a signed Quote or Purchase Order is <br /> received, whichever is first. <br /> 2 Definitions. <br /> "Business Day" means Monday through Friday, excluding holidays. <br /> "Confidential Information"means all nonpublic information disclosed by Axon,Axon affiliates, business <br /> partners of Axon or their respective employees, contractors or agents that is designated as confidential or <br /> that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be <br /> understood to be confidential. <br /> "Documentation" means the (i) specifications, explanatory or informational materials, whether in paper <br /> or electronic form,that relate to the Services provided under this Agreement, or(ii) user manuals,technical <br /> manuals,training manuals,warnings, specification or other explanatory or informational materials,whether <br /> in paper or electronic form, that relate to the Products provided under this Agreement. <br /> "Evidence.com Service"means Axon web services for Evidence.com, the Evidence.com site, EVIDENCE <br /> Sync software, Axon Capture App, Axon View App, other software, maintenance, storage, and product or <br /> service provided by us under this Agreement for use with Evidence.com. This does not include any Third <br /> Party Applications, hardware warranties, or the my.evidence.com services. <br /> "Installation Site"means the location(s) where the Products are to be installed. <br /> "Policies" means the Trademark Use Guidelines, all restrictions described on the Axon website, and any <br /> other policy or terms referenced in or incorporated into this Agreement. Policies do not include whitepapers <br /> or other marketing materials. <br /> "Products" means all Axon equipment, software, cloud based services, Documentation and software <br /> maintenance releases and updates provided by Axon under this Agreement. <br /> "Quote" is an offer to sell, is valid only for products and services listed on the quote at prices on the <br /> quote. All Quotes referenced in this Agreement or issued and accepted after the Effective Date of this <br /> Agreement will be subject to the terms of this Agreement. Any terms and conditions contained within the <br /> Agency's purchase order in response to the Quote will be null and void and shall have no force or effect. <br /> Axon is not responsible for pricing, typographical, or other errors in any offer by Axon and Axon reserves <br /> the right to cancel any orders resulting from such errors. Axon reserves the right to adjust prices or <br /> Products unless otherwise specified in the Quote. <br /> "Resolution Time" means the elapsed time between Axon's acknowledgment of an issue until the <br />