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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 7 of 1 <br />is directly related to: (1) the investigation of, or the prosecution of a crime; (2) common law enforcement <br />activities; or (3) any City Content created by Axon Devices or Evidence.com. <br />9. Location of Storage. Axon may transfer City Content to third-party subcontractors for storage. Axon will <br />determine the locations of data centers for storage of City Content. For United States agencies, Axon will <br />ensure all Agency Content stored in Axon Cloud Services remains within the United State s. Ownership <br />of City Content remains with City. <br />10. Suspension. Axon may temporarily suspend City’s or any end user’s right to access or use any portion <br />or all of Axon Cloud Services immediately upon notice, if City or end user’s use of or registration for Axon <br />Cloud Services may (a) pose a security risk to Axon Cloud Services or any third -party; (b) adversely <br />impact Axon Cloud Services, the systems, or content of any other customer; (c) subject Axon, Axon’s <br />affiliates, or any third-party to liability; or (d) be fraudulent. City remains responsible for all fees incurred <br />through suspension. Axon will not delete City Content because of suspension, except as specified in this <br />Agreement. <br />11. Axon Cloud Services Warranty. Axon disclaims any warranties or responsibility for data corruption or <br />errors before City uploads data to Axon Cloud Services. <br />12. Axon Records. Axon Records is the software-as-a-service product that is generally available at the time <br />City purchases an OSP 7 or OSP 10 bundle. During City’s Axon Records Subscription Term, if any, City <br />will be entitled to receive Axon’s Update and Upgrade releases on an if-and-when available basis. <br />a. The Axon Records Subscription Term will end upon the completion of the Axon Records <br />Subscription as documented in the Quote, or if purchased as part of an OSP 7 or OSP 10 bundle, <br />upon completion of the OSP 7 or OSP 10 Term ("Axon Records Subscription") <br />b. An "Update" is a generally available release of Axon Records that Axon makes avai lable from <br />time to time. An "Upgrade" includes (i) new versions of Axon Records that enhance features and <br />functionality, as solely determined by Axon; and/or (ii) new versions of Axon Records that provide <br />additional features or perform additional functions. Upgrades exclude new products that Axon <br />introduces and markets as distinct products or applications. <br />c. New or additional Axon products and applications, as well as any Axon professional services <br />needed to configure Axon Records, are not included. If City purchases Axon Records as part of <br />a bundled offering, the Axon Record subscription begins on the later of the (1) start date of that <br />bundled offering, or (2) date Axon provisions Axon Records to City. <br />d. Users of Axon Records at the City may upload files to entities (incidents, reports, cases, etc) in <br />Axon Records with no limit to the number of files and amount of storage. Notwithstanding the <br />foregoing, Axon may limit usage should the City exceed an average rate of one-hundred (100) <br />GB per user per year of uploaded files. Axon will not bill for overages. <br />13. Axon Cloud Services Restrictions. City and City end users (including employees, contractors, agents, <br />officers, volunteers, and directors), may not, or may not attempt to: <br />a. copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud Services; <br />b. reverse engineer, disassemble, or decompile Axon Cloud Services or apply any process to <br />derive any source code included in Axon Cloud Services, or allow others to do the same; <br />c. access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring <br />fees or exceeding usage limits or quotas; <br />d. use trade secret information contained in Axon Cloud Services, except as expressly permitted in <br />this Agreement; <br />e. access Axon Cloud Services to build a competitive device or service or copy any features, <br />functions, or graphics of Axon Cloud Services; <br />f. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and <br />trademark notices) of Axon’s or Axon’s licensors on or within Axon Cloud Services; or <br />DocuSign Envelope ID: E1B6788D-C642-4C4D-8553-CFF844DE231E