|
Subscription Services Agreement v.10.18.18
<br />5
<br />schedule included in the Statement of Work, or if there is no performance schedule, within a commercially
<br />reasonable time period.
<br />
<br />6.3 Force Majeure. Neither Party will be liable for its non-performance or delayed performance if
<br />caused by a Force Majeure. Each Party will notify the other in writing if it becomes aware of any Force
<br />Majeure that will significantly delay performance. The notifying Party will give the notice promptly (but in
<br />no event later than fifteen (15) days) after it discovers the Force Majeure.
<br />
<br />7. LIMITED LICENSE
<br />
<br />7.1 Licensed Products. Use of the Licensed Products by Customer and its Users is strictly limited to
<br />use in connection with the Solution or Subscription Services during the Term. Customer and Users will
<br />refrain from, and will require others to refrain from, doing any of the following with regard to the Software
<br />in the Solution: (i) directly or indirectly, by electronic or other means, copy, modify, or translate the
<br />Software; (ii) directly or indirectly, by electronic or other means, reproduce, reverse engineer, distribute,
<br />sell, publish, commercially exploit, rent, lease, sublicense, assign or otherwise transfer or make available
<br />the Licensed Products or any part thereof to any third party, or otherwise disseminate the Licensed
<br />Product in any manner; (iii) directly or indirectly, by electronic or other means, modify, decompile, or
<br />disassemble the Software or part thereof, or attempt to derive source code from the Software; or (iv)
<br />remove any proprietary notices, labels, or marks on the Software or any part of the Licensed Products.
<br />Motorola Solutions reserves all rights to the Software and other Licensed Products not expressly granted
<br />herein, including without limitation, all right, title and interest in any improvements or derivatives
<br />conceived of or made by Motorola that are based, either in whole or in part, on knowledge gained from
<br />Customer Data. Customer agrees to abide by the copyright laws of the United States and all other
<br />relevant jurisdictions, including without limitation, the copyright laws where Customer uses the Solution.
<br />Customer agrees to immediately cease using the Solution if it fails to comply with this paragraph or any
<br />other part of this Agreement. If Software is subject to a click wrap, end user license agreement or is
<br />otherwise packaged with or subject to a separate end user license, such license will apply to the use of
<br />Software and Licensed Product.
<br />
<br />7.2 Proprietary Rights. Regardless of any contrary provision in the Agreement, Motorola or its third
<br />party providers own and retain all of their respective Proprietary Rights in the Software, Solution, and
<br />Licensed Product. Nothing in this Agreement is intended to restrict their Proprietary Rights. All intellectual
<br />property developed, originated, or prepared by Motorola in connection with providing Services to
<br />Customer remain vested exclusively in Motorola, and this Agreement does not grant to Customer any
<br />shared development rights of intellectual property. No custom development work is to be performed under
<br />this Agreement.
<br />
<br />8. DATA AND FEEDBACK
<br />
<br />8.1 Solution Data. To the extent permitted by law, Motorola, its vendors and licensors are the
<br />exclusive owners of all right, title, and interest, in and to the Solution Data, including all intellectual
<br />property rights therein. Motorola grants Customer a personal, royalty-free, non-exclusive license to: (i)
<br />access, view, use, copy, and store the Solution Data for its internal business purposes and, (ii) when
<br />specifically permitted by the applicable Statement of Work, publish Solution Data on its websites for
<br />viewing by the public.
<br />
<br />8.2 Customer Data. To the extent permitted by law, Customer retains ownership of Customer Data.
<br />Customer grants Motorola and its subcontractors a personal, royalty-free, non-exclusive license to use,
<br />host, cache, store, reproduce, copy, modify combine, analyze, create derivatives from, communicate,
<br />transmit, publish, display, and distribute such Customer Data for the purpose of providing the
<br />Subscription Services to Customer, other Motorola Customers and end users, including without limitation,
<br />the right to use Customer Data for the purpose of developing new or enhanced solutions. In addition to
<br />the rights listed above, Customer grants Motorola a license to sell an Anonymized version of Customer
<br />Data for any purpose.
<br />31
|