Orange County NC Website
DocuSign Envelope ID:6238A53D-OA42-4044-8114-BO293BO548FF <br /> schedule included in the Statement of Work, or if there is no performance schedule, within a commercially <br /> reasonable time period. <br /> 6.3 Force Majeure. Neither Party will be liable for its non-performance or delayed performance if <br /> caused by a Force Majeure. Each Party will notify the other in writing if it becomes aware of any Force <br /> Majeure that will significantly delay performance. The notifying Party will give the notice promptly (but in <br /> no event later than fifteen (15)days) after it discovers the Force Majeure. <br /> 7. LIMITED LICENSE <br /> 7.1 Licensed Products. Use of the Licensed Products by Customer and its Users is strictly limited to <br /> use in connection with the Solution or Subscription Services during the Term. Customer and Users will <br /> refrain from, and will require others to refrain from, doing any of the following with regard to the Software <br /> in the Solution: (i) directly or indirectly, by electronic or other means, copy, modify, or translate the <br /> Software; (ii) directly or indirectly, by electronic or other means, reproduce, reverse engineer, distribute, <br /> sell, publish, commercially exploit, rent, lease, sublicense, assign or otherwise transfer or make available <br /> the Licensed Products or any part thereof to any third party, or otherwise disseminate the Licensed <br /> Product in any manner; (iii) directly or indirectly, by electronic or other means, modify, decompile, or <br /> disassemble the Software or part thereof, or attempt to derive source code from the Software; or (iv) <br /> remove any proprietary notices, labels, or marks on the Software or any part of the Licensed Products. <br /> Motorola Solutions reserves all rights to the Software and other Licensed Products not expressly granted <br /> herein, including without limitation, all right, title and interest in any improvements or derivatives <br /> conceived of or made by Motorola that are based, either in whole or in part, on knowledge gained from <br /> Customer Data. Customer agrees to abide by the copyright laws of the United States and all other <br /> relevant jurisdictions, including without limitation, the copyright laws where Customer uses the Solution. <br /> Customer agrees to immediately cease using the Solution if it fails to comply with this paragraph or any <br /> other part of this Agreement. If Software is subject to a click wrap, end user license agreement or is <br /> otherwise packaged with or subject to a separate end user license, such license will apply to the use of <br /> Software and Licensed Product. <br /> 7.2 Proprietary Rights. Regardless of any contrary provision in the Agreement, Motorola or its third <br /> party providers own and retain all of their respective Proprietary Rights in the Software, Solution, and <br /> Licensed Product. Nothing in this Agreement is intended to restrict their Proprietary Rights. All intellectual <br /> property developed, originated, or prepared by Motorola in connection with providing Services to <br /> Customer remain vested exclusively in Motorola, and this Agreement does not grant to Customer any <br /> shared development rights of intellectual property. No custom development work is to be performed under <br /> this Agreement. <br /> 8. DATA AND FEEDBACK <br /> 8.1 Solution Data. To the extent permitted by law, Motorola, its vendors and licensors are the <br /> exclusive owners of all right, title, and interest, in and to the Solution Data, including all intellectual <br /> property rights therein. Motorola grants Customer a personal, royalty-free, non-exclusive license to: (i) <br /> access, view, use, copy, and store the Solution Data for its internal business purposes and, (ii) when <br /> specifically permitted by the applicable Statement of Work, publish Solution Data on its websites for <br /> viewing by the public. <br /> 8.2 Customer Data. To the extent permitted by law, Customer retains ownership of Customer Data. <br /> Customer grants Motorola and its subcontractors a personal, royalty-free, non-exclusive license to use, <br /> host, cache, store, reproduce, copy, modify combine, analyze, create derivatives from, communicate, <br /> transmit, publish, display, and distribute such Customer Data for the purpose of providing the <br /> Subscription Services to Customer, other Motorola Customers and end users, including without limitation, <br /> the right to use Customer Data for the purpose of developing new or enhanced solutions. In addition to <br /> the rights listed above, Customer grants Motorola a license to sell an Anonymized version of Customer <br /> Data for any purpose. <br /> Subscription Services Agreement v.10.18.18 <br /> 5 <br />