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Subscription Services Agreement v.10.18.18
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<br />“Force Majeure” which means an event, circumstance, or act that is beyond a Party’s reasonable
<br />control, such as an act of God, an act of the public enemy, an act of a government entity, strikes, other
<br />labor disturbances, supplier performance, hurricanes, earthquakes, fires, floods, epidemics, embargoes,
<br />war, riots, or any other similar cause.
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<br />“Licensed Product” means 1) Software, whether hosted or installed at Customer's site, 2)
<br />Documentation; 3) associated user interfaces; 4) help resources; and 5) any related technology or other
<br />services made available by the Solution.
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<br />“Native Data” means data that is created solely by Customer or its agents.
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<br />“Proprietary Rights” means the patents, patent applications, inventions, copyrights, trade secrets,
<br />trademarks, trade names, mask works, know-how, ideas and concepts, moral rights, processes,
<br />methodologies, tools, techniques, and other intellectual property rights.
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<br />“Software” means the Motorola owned or licensed off the shelf software programs delivered as part of
<br />the Licensed Products used to provide the Subscription Services, including all bug fixes, updates and
<br />upgrades.
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<br />“Solution” means collectively, the Software, servers and any other hardware or equipment operated by
<br />Motorola and used in conjunction with the Subscription Services.
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<br />“Solution Data” means Customer Data that is transformed, altered, processed, aggregated, correlated
<br />or operated on by Motorola, its vendors or other data sources and data that has been manipulated or
<br />retrieved using Motorola know-how to produce value-added content that is made available to Customer
<br />with the Solution and Subscription Services.
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<br />“Statement of Work” If included, the Statement of Work (“SOW”) describes the Subscription Services,
<br />Deliverables (if any), Licensed Products and Solution that Motorola will provide to Customer under this
<br />Agreement, and the other work-related responsibilities that the parties owe to each other. The Statement
<br />of Work may contain a performance schedule.
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<br />“Subscription Services” means those subscription services to be provided by Motorola to Customer
<br />under this Agreement, the nature and scope of which are more fully described in the Documentation,
<br />proposal, SOW, or other Solution materials provided by Motorola, as applicable.
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<br />“Users” means Customer's authorized employees or other individuals authorized to utilize the
<br />Subscription Services on behalf of Customer and who will be provided access to the Subscription
<br />Services by virtue of a password or equivalent security mechanism implemented by Customer.
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<br />2. SCOPE
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<br />2.1 Subscription Services. Motorola will provide to Customer the Subscription Services and
<br />Deliverables (if any). As part of the Subscription Services, Motorola will allow Customer to use the
<br />Solution described in the Statement of Work, Documentation, proposal, or other Solution materials
<br />provided by Motorola (“Incorporated Document(s)”), as applicable. Some Subscription Services will also
<br />be subject to additional terms unique to that specific Subscription Service. Such additional terms will be
<br />set forth in an Addendum. In the event of a conflict between an Addendum and the body of the
<br />Agreement, the Addendum will govern resolution of the conflict. Motorola and Customer will perform their
<br />respective responsibilities as described in this Agreement and any applicable Incorporated Documents.
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<br />2.2 Changes. Customer may request changes to the Services. If Motorola agrees to a requested
<br />change, the change must be confirmed in writing and signed by authorized representatives of both
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