Laserfiche WebLink
<br />Master Services and Purchasing Agreement <br /> <br />Version: 24 <br />Release Date: August 2025 Page 4 of 42 <br />than as permitted in this Agreement; or (d) use of Axon Products that is not the most current software release provided <br />by Axon. <br />16. Customer Responsibilities. Customer is responsible for (a) Customer’s use of Axon Devices; (b) Customer or a <br />Customer-authorized user’s breach of this Agreement or violation of applicable law; (c) disputes between Customer <br />and a third-party over Customer’s use of Axon Devices; (d) secure and sustainable destruction and disposal of Axon <br />Devices at Customer’s cost; and (e) any regulatory violations or fines, as a result of improper destruction or disposal <br />of Axon Devices. <br />17. Termination. <br />17.1. For Breach. A Party may terminate this Agreement for cause if it provides thirty (30) days written notice of the <br />breach to the other Party, and the breach remains uncured thirty (30) days after written notice. If Customer <br />terminates this Agreement due to Axon’s uncured breach, Axon will refund prepaid amounts on a prorated <br />basis based on the effective date of termination. <br /> <br />17.2. By Customer. If sufficient funds are not appropriated or otherwise legally available to pay the fees, Customer <br />may terminate this Agreement. Customer will deliver notice of termination under this section as soon as <br />reasonably practicable. <br /> <br />17.3. Effect of Termination. Upon termination of this Agreement, Customer rights immediately terminate. Customer <br />remains responsible for all fees incurred before the effective date of termination. If Customer purchases Axon <br />Devices for less than the manufacturer’s suggested retail price ("MSRP") and this Agreement terminates before <br />the end of the Term, Axon will invoice Customer the difference between the MSRP for Axon Devices procured, <br />including any Spare Axon Devices, and amounts paid towards those Axon Devices. Only if terminating for non- <br />appropriation, Customer may return Axon Devices to Axon within thirty (30) days of termination. MSRP is the <br />standalone price of the individual Axon Device at the time of sale. For multiple Axon Devices that may be <br />combined as a single offering on a Quote, MSRP is the standalone price of all individual components. <br /> <br />18. Confidentiality. "Confidential Information" means nonpublic information designated as confidential or, given the <br />nature of the information or circumstances surrounding disclosure, should reasonably be understood to be <br />confidential. Each Party will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of the <br />other Party’s Confidential Information. Unless required by law, neither Party will disclose the other Party’s Confidential <br />Information during the Term and for five (5) years thereafter. To the extent permissible by law, Axon pricing is <br />Confidential Information and competition sensitive. If Customer receives a public records request to disclose Axon <br />Confidential Information, to the extent allowed by law, Customer will provide notice to Axon before disclosure. Axon <br />may publicly announce information related to this Agreement. <br /> <br />19. General. <br />19.1. Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party’s <br />reasonable control. <br />19.2. Independent Contractors. The Parties are independent contractors. Neither Party has the authority to bind <br />the other. This Agreement does not create a partnership, franchise, joint venture, Customer, fiduciary, or <br />employment relationship between the Parties. <br />19.3. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement. <br />19.4. Non-Discrimination. Neither Party nor its employees will discriminate against any person based on race; <br />religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical <br />conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status; age; national <br />origin; ancestry; genetic information; disability; veteran status; or any class protected by local, state, or federal <br />law. <br />19.5. Compliance with Laws. Each Party will comply with all applicable federal, state, and local laws, including <br />without limitation, import and export control laws and regulations as well as firearm regulations and the Gun <br />Control Act of 1968. Customer acknowledges that Axon Devices and Services are subject to U.S. and <br />international export control laws, including the U.S. Export Administration Regulations (EAR) and International <br />Traffic in Arms Regulations (ITAR). Customer represents and warrants that neither it nor any End User is a <br />"Restricted Person," meaning any individual or entity that (1) is subject to U.S. sanctions or trade restrictions, <br />(2) appears on any U.S. government restricted party list, (3) engages in prohibited weapons proliferation <br />activities, or (4) is owned or controlled by, or acting on behalf of, such persons or entities. Customer must <br />promptly notify Axon of any change in status, and Axon may terminate this Agreement if Customer or any End <br />User becomes a Restricted Person or violates export laws. <br />19.6. Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent. Axon <br />may assign this Agreement, its rights, or obligations without consent: (a) to an affiliate or subsidiary; or (b) for <br />126