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<br />
<br />
<br />Consulting Services Agreement between City of San Leandro and Axon Enterprise, Inc. for Fleet 3
<br />Advanced Last revised [12/19/2023]
<br /> Exhibit D – Page 3 of 1
<br />provider or manufacturer.
<br />6.3. Claims. If Axon receives a valid warranty claim for an Axon-manufactured Device during the warranty
<br />term, Axon’s sole responsibility is to repair or replace the Axon-manufactured Device with the same or
<br />like Axon-manufactured Device, at Axon’s option. A replacement Axon-manufactured Device will be
<br />new or like new. Axon will warrant the replacement Axon-manufactured Device for the longer of (a) the
<br />remaining warranty of the original Axon-manufactured Device or (b) ninety (90) days from the date of
<br />repair or replacement.
<br />6.3.1. If City exchanges an Axon Device or part, the replacement item becomes City’s property, and
<br />the replaced item becomes Axon’s property. Before delivering an Axon-manufactured Device
<br />for service, City must upload Axon-manufactured Device data to Axon Evidence or download
<br />it and retain a copy. Axon is not responsible for any loss of software, data, or other information
<br />contained in storage media or any part of the Axon-manufactured Device sent to Axon for
<br />service.
<br />6.4. Spare Axon Devices. At Axon's reasonable discretion, Axon may provide City a predetermined
<br />number of spare Axon Devices as detailed in the Quote ("Spare Axon Devices"). Spare Axon Devices
<br />are intended to replace broken or non-functioning units while City submits the broken or non-functioning
<br />units, through Axon’s warranty return process. Axon will repair or replace the unit with a replacement
<br />Axon Device. Title and risk of loss for all Spare Axon Devices shall pass to City in accordance with
<br />shipping terms under Section 5. Axon assumes no liability or obligation in the event City does not utilize
<br />Spare Axon Devices for the intended purpose.
<br />6.5. Limitations. Axon’s warranty excludes damage related to: (a) failure to follow Axon Device use
<br />instructions; (b) Axon Devices used with equipment not manufactured or recommended by Axon; (c)
<br />abuse, misuse, or intentional damage to Axon Device; (d) force majeure; (e) Axon Devices repaired or
<br />modified by persons other than Axon without Axon’s written permission; or (f) Axon Devices with a
<br />defaced or removed serial number. Axon’s warranty will be void if City resells Axon Devices.
<br />6.5.1. To the extent permitted by law, the above warranties and remedies are exclusive. Axon
<br />disclaims all other warranties, remedies, and conditions, whether oral, written, statutory,
<br />or implied. If statutory or implied warranties cannot be lawfully disclaimed, then such
<br />warranties are limited to the duration of the warranty described above and by the
<br />provisions in this Agreement. City confirms and agrees that, in deciding whether to sign
<br />this Agreement, it has not relied on any statement or representation by Axon or anyone
<br />acting on behalf of Axon related to the subject matter of this Agreement that is not in
<br />this Agreement.
<br />6.5.2. Axon’s cumulative liability to any party for any loss or damage resulting from any claim,
<br />demand, or action arising out of or relating to any Axon Device or Service will not exceed
<br />the purchase price paid to Axon for the Axon Device, or if for Services, the amount paid
<br />for such Services over the twelve (12) months preceding the claim. Neither Party will be
<br />liable for direct, special, indirect, incidental, punitive or consequential damages,
<br />however caused, whether for breach of warranty or contract, negligence, strict liability,
<br />tort or any other legal theory.
<br />6.6. Online Support Platforms. Use of Axon's online support platforms (e.g., Axon Academy and MyAxon)
<br />is governed by the Axon Online Support Platforms Terms of Use Appendix available at
<br />www.axon.com/sales-terms-and-conditions.
<br />6.7. Third-Party Software and Services. Use of software or services other than those provided by Axon
<br />is governed by the terms, if any, entered into between City and the respective third-party provider,
<br />including, without limitation, the terms applicable to such software or services located at
<br />www.axon.com/sales-terms-and-conditions, if any.
<br />6.8. Axon Aid. Upon mutual agreement between Axon and City, Axon may provide certain products and
<br />services to City, as a charitable donation under the Axon Aid program. In such event, City expressly
<br />waives and releases any and all claims, now known or hereafter known, against Axon and its officers,
<br />directors, employees, agents, contractors, affiliates, successors, and assigns (collectively,
<br />"Releasees"), including but not limited to, on account of injury, death, property damage, or loss of data,
<br />DocuSign Envelope ID: E1B6788D-C642-4C4D-8553-CFF844DE231E
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