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DocuSign Envelope ID:6238A53D-OA42-4044-8114-B0293B0548FF
<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
<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.
<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.
<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.
<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.
<br /> Section 5 OWNERSHIP AND TITLE
<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
<br /> Subscription Services Agreement v.10.18.18
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