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DocuSign Envelope ID:6238A53D-OA42-4044-8114-B0293B0548FF
<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.
<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.
<br /> "Native Data" means data that is created solely by Customer or its agents.
<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.
<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.
<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.
<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.
<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.
<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.
<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.
<br /> 2. SCOPE
<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.
<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
<br /> Subscription Services Agreement v.10.18.18
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