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DocuSign Envelope ID:6238A53D-OA42-4044-8114-B0293B0548FF
<br /> to the Software and Documentation (including any corrections, bug fixes, enhancements, updates,
<br /> modifications, adaptations, translations, de-compilations, disassemblies, emulations to or derivative works
<br /> from the Software or Documentation, whether made by Motorola or another party, or any improvements
<br /> that result from Motorola's processes or, provision of information services). No rights are granted to
<br /> Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are
<br /> expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or
<br /> prepared by Motorola in connection with providing the Software, Designated Products, Documentation or
<br /> related services, remains vested exclusively in Motorola, and Licensee will not have any shared
<br /> development or other intellectual property rights.
<br /> Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY
<br /> 6.1. Unless otherwise stated in the Primary Agreement, the commencement date and the term of the
<br /> Software warranty will be a period of ninety (90) days from Motorola's shipment of the Software (the
<br /> "Warranty Period"). If Licensee is not in breach of any of its obligations under this Agreement, Motorola
<br /> warrants that the unmodified Software, when used properly and in accordance with the Documentation
<br /> and this Agreement, will be free from a reproducible defect that eliminates the functionality or successful
<br /> operation of a feature critical to the primary functionality or successful operation of the Software. Whether
<br /> a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola
<br /> does not warrant that Licensee's use of the Software or the Designated Products will be uninterrupted,
<br /> error-free, completely free of Security Vulnerabilities, or that the Software or the Designated Products will
<br /> meet Licensee's particular requirements. Motorola makes no representations or warranties with respect
<br /> to any third party software included in the Software. Notwithstanding, any warranty provided by a
<br /> copyright owner in its standard license terms will flow through to Licensee for third party software
<br /> provided by Motorola.
<br /> 6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to
<br /> use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts
<br /> will involve either replacing the media or attempting to correct significant, demonstrable program or
<br /> documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable
<br /> time, then at Motorola's option, Motorola will replace the defective Software with functionally-equivalent
<br /> Software, license to Licensee substitute Software which will accomplish the same objective, or terminate
<br /> the license and refund the Licensee's paid license fee.
<br /> 6.3. Warranty claims are described in the Primary Agreement.
<br /> 6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and
<br /> all other warranties (express or implied, oral or written) with respect to the Software or Documentation,
<br /> including, without limitation, any and all implied warranties of condition, title, non-infringement,
<br /> merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows,
<br /> has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether
<br /> arising by law, by reason of custom or usage of trade, or by course of dealing. In addition, Motorola
<br /> disclaims any warranty to any person other than Licensee with respect to the Software or Documentation.
<br /> Section 7 TRANSFERS
<br /> Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written
<br /> consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee
<br /> paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated
<br /> Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products
<br /> to a third party, Licensee may assign its right to use the Software (other than CPS and Motorola's
<br /> FLASHport® software) which is embedded in or furnished for use with the radio products and the related
<br /> Documentation; provided that Licensee transfers all copies of the Software and Documentation to the
<br /> transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon
<br /> request, obligating the transferee to be bound by this Agreement.
<br /> Subscription Services Agreement v.10.18.18
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