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DocuSign Envelope ID:6238A53D-OA42-4044-8114-B0293B0548FF <br /> wear and tear excluded. <br /> 4.4 Equipment Title. Unless Customer is purchasing equipment pursuant to the terms in the <br /> Addendum entitled "Equipment Sale Addendum" and unless stated differently in this Agreement or in the <br /> Incorporated Documents, title to any equipment provided to Customer in connection with the Subscription <br /> Services remains vested in Motorola at all times. Any sale of equipment pursuant to this Agreement will <br /> be governed by the terms and conditions set forth in the Equipment Sale Addendum. <br /> 4.5 Enable Users. Customer will properly enable its Users to use the Subscription Services, <br /> including providing instructions for use, labeling, required notices, and accommodation pursuant to <br /> applicable laws, rules, and regulations. Unless otherwise agreed in the Incorporated Documents, <br /> Customer will train its Users on proper operation of the Solution and Licensed Products. Customer <br /> agrees to require Users to acknowledge and accept the limitations and conditions of use of the Licensed <br /> Products in this Agreement prior to allowing Users to access or use Subscription Services. <br /> 4.6 Non-preclusion. If, as a result of the Subscription Services performed under this Agreement, <br /> Motorola recommends that Customer purchase products or other services, nothing in this Agreement <br /> precludes Motorola from participating in a competitive opportunity or otherwise offering or selling the <br /> recommended products or other services to Customer. Customer represents that this paragraph does <br /> not violate its procurement or other laws, regulations, or policies. <br /> 5. Subscription Fees. <br /> 5.1 Recurring Fees. Unless stated differently in an applicable addendum, Incorporated Documents <br /> or otherwise arranged in writing with Motorola, Services will be provided in exchange for annual pre-paid <br /> Subscription Fees. Motorola will submit an invoice for the first year of subscription fees on the Effective <br /> Date. On each anniversary of the Effective Date, Motorola will issue an invoice for the annual subscription <br /> fees for the following year. <br /> 5.2 Start Up Fees. Start-up fees apply to certain Subscription Services. If the Subscription Service <br /> includes start up fees, Motorola will submit an invoice for the start up fees on the Effective Date. <br /> 5.3 Fee Change. Motorola reserves the right to change the subscription fees at the end of each <br /> Subscription Services Term. Except for any payment that is due on the Effective Date, Customer will <br /> make payments to Motorola within thirty (30) days after the date of each invoice. Motorola reserves the <br /> right to terminate Service for non-payment of fees. <br /> 5.4 No Price Guarantee. Notwithstanding any language to the contrary, the pricing and fees <br /> associated with this Agreement will not be subject to any most favored pricing commitment or other <br /> similar low price guarantees. <br /> 5.5 Taxes. The Subscription Fees and start up fees do not include any excise, sales, lease, use, <br /> property, or other taxes, assessments or duties, all of which will be paid by Customer, except as exempt <br /> by law. If Motorola is required to pay any of those taxes, it will send an invoice to Customer and <br /> Customer will pay to Motorola the amount of the taxes (including any interest and penalties) within thirty <br /> (30) days after the date of the invoice. Motorola will be solely responsible for reporting taxes on its <br /> income or net worth. <br /> 6. ACCEPTANCE; SCHEDULE; FORCE MAJEURE <br /> 6.1 Acceptance. The Licensed Products will be deemed accepted upon the delivery of usernames <br /> and passwords or other validation mechanism to Customer. If usernames and passwords have been <br /> issued to Customer prior to the Effective Date, the Licensed Products will be deemed accepted on the <br /> Effective Date. <br /> 6.2 Schedule. All Subscription Services will be performed in accordance with the performance <br /> Subscription Services Agreement v.10.18.18 <br /> 4 <br />