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Subscription Services Agreement v.10.18.18
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<br />and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses
<br />governing Licensee’s use of the Open Source Software, the terms and conditions of the license grant of
<br />the applicable Open Source Software Licenses will take precedence over the license grants in this
<br />Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to: (i) determine
<br />whether any Open Source Software is provided under this Agreement; and (ii) identify the Open Source
<br />Software (or specify where that license may be found)
<br />Section 4 LIMITATIONS ON USE
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<br />4.1. Licensee may use the Software only for Licensee's internal business purposes and only in
<br />accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting
<br />the general nature of these restrictions, Licensee will not make the Software available for use by third
<br />parties on a "time sharing," "application service provider," or "service bureau" basis or for any other
<br />similar commercial rental or sharing arrangement.
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<br />4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer,
<br />disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to
<br />a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create
<br />derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or
<br />Documentation to any third party, grant any sublicense or other rights in the Software or Documentation
<br />to any third party, or take any action that would cause the Software or Documentation to be placed in the
<br />public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of
<br />Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or
<br />Documentation available to, or permit the use of the Software by any third party or on any machine
<br />except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a
<br />manner that would result in the production of a copy of the Software solely by activating a machine
<br />containing the Software. Licensee may make one copy of Software to be used solely for archival, back-
<br />up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at
<br />the same time as the original Software is being operated. Licensee may make as many copies of the
<br />Documentation as it may reasonably require for the internal use of the Software.
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<br />4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow
<br />any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated
<br />Product; or (ii) copy onto or transfer Software installed in one unit of a Designated Product onto one other
<br />device. Licensee may temporarily transfer Software installed on a Designated Product to another device
<br />if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola
<br />of the temporary transfer and identifies the device on which the Software is transferred. Temporary
<br />transfer of the Software to another device must be discontinued when the original Designated Product is
<br />returned to operation and the Software must be removed from the other device. Licensee must provide
<br />prompt written notice to Motorola at the time temporary transfer is discontinued.
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<br />4.4 Licensee will maintain, during the term of this Agreement and for a period of two years thereafter,
<br />accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an
<br />independent third party (“Auditor”) may inspect Licensee’s premises, books and records, upon reasonable
<br />prior notice to Licensee, during Licensee’s normal business hours and subject to Licensee's facility and
<br />security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor.
<br />Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the
<br />Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this
<br />Agreement.
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<br />Section 5 OWNERSHIP AND TITLE
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<br />Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the
<br />Software and Documentation, including, but not limited to, all rights in patents, patent applications,
<br />inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating
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