HomeMy WebLinkAbout2022-05-10; City Council; Resolution 2022-107RESOLUTION NO. 2022-107
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE AN
AGREEMENT WITH MOTOROLA SOLUTIONS, INCLUDING RELATED
ADDENDA AND ORDERING DOCUMENTS, FOR A REPLACEMENT COMPUTER
AIDED DISPATCH SYSTEM AND AN OPTIONAL IN-CAR VIDEO SYSTEM FOR 60
VEHICLES IN AN AMOUNT NOT TO EXCEED $2,735,053
WHEREAS, the City Council of the City of Carlsbad, California has determined that it is in the
best interest of the city to replace the Police Department's computer-aided dispatch (CAD) system; and
WHEREAS, the existing CAD system is 17-years old and has reached the end of its typical lifespan
and is in need of updating, but the vendor is no longer updating the system's software; and
WHEREAS, the Police Department solicited proposals from firms interested in and qualified to
design, implement and support an off-the-shelf CAD system and mobile computing application; and
WHEREAS, staff selected Motorola Solutions as the replacement system vendor following a
formal proposal process; and
WHEREAS, Motorola Solutions's CAD system offers features that will enhance officer safety and
accountability, such as real-time monitoring of officers' locations, premise and hazard details with
images, real-time weather alerts, and integration with various other databases; and
WHEREAS, Motorola has offered the city the additional option of purchasing an in-car video
system for 60 vehicles; and
WHEREAS, the total cost of the CAD system with the optional in-car video system is $2,735,053,
with $1,470,652 due the first year and $158,288,00 per year for the next five years for CAD
maintenance services and $118,240.00 per year for the next four years for in-car video system
maintenance services; and
WHEREAS, the annual cost of cellular service fees for the in-car video system is $143,965; and
WHEREAS, a one-time amount of $107,000 is requested to cover unexpected costs and
incidentals associated with implementation of the system; and
WHEREAS, there is $1,000,000 currently appropriated for this project in the Strategic Digital
Transformation Investment Program; and
WHEREAS, an additional project budget of $580,000 will be requested in fiscal year 2022-23
from the Technology Investment Capital Fund.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as
follows:
1.That the above recitations are true and correct.
2. That the City Manager is authorized to execute the agreement with Motorola Solutions,
including related addenda and ordering documents (Attachments A and B) for a
replacement CAD system and an optional in-car video system for 60 vehicles in an
amount not to exceed $2,735,053.
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of
Carlsbad on the 10th day of May, 2022, by the following vote, to wit:
AYES:
NAYS:
ABSENT:
Hall, Blackburn, Bhat-Patel, Acosta, Norby.
None.
None.
MATT HALL, Mayor
� FAVIOLA MEDINA, City Clerk Services Manager
(SEAL)
Attachment ADocuSign Envelope ID: AB2013B4-94BF-480C-8860-74DCD9D59AF5
Master Customer Agreement
This Master Customer Agreement (the "MCA") is entered into between Motorola Solutions, Inc.,
with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 ("Motorola") and the entity
set forth in the signature block below ("Customer''). Motorola and Customer will each be referred
to herein as a "Party" and collectively as the "Parties". This Agreement (as defined below) is
effective as of the date of the last signature (the "Effective Date").
1. Agreement.
1.1. Scope: Agreement Documents. This MCA governs Customer's purchase of Products (as
defined below) and Services (as defined below) from Motorola. Additional terms and conditions
applicable to specific Products and Services are set forth in one or more addenda attached to this
MCA (each an "Addendum", and collectively the· "Addenda"). In addition, the Parties have
agreed upon the Cost Summary, Payment Schedule, Solution Description, Statement of Work,
Project Schedule, Training Plan, Maintenance and Support Agreement (and exhibits) and
Motorola's response to the City's RFP and other ordering documents setting forth the Products
and Services to be purchased by Customer and provided by Motorola and additional rights and
obligations of the Parties (the "Ordering Documents"). To the extent required by applicable
procurement law, a proposal submitted by Motorola in response to a competitive procurement
process will be included within the meaning of the term Ordering Documents. This MCA, the
Addenda, and any Ordering Documents collectively form the Parties' "Agreement".
1.2. Order of Precedence. Each Addendum will control with respect to conflicting terms in the
MCA, but only as applicable to the Products and Services described in such Addendum. Each
Ordering Document will control with respect to conflicting terms in the MCA or any Addenda, but
only as applicable to the Products and Services described on such Ordering Document. Among
the Ordering Documents, later dated documents take precedence over earlier dated documents.
2. Products and Services.
2.1. Products. Motorola will (a) sell hardware provided by Motorola ("Equipment'), (b) license
software which is either preinstalled on Equipment or installed on Customer-Provided Equipment
(as defined below) and licensed to Customer by Motorola for a perpetual or other defined license
term ("Licensed Software"), and (c) license cloud-based software as a service products and
other software which is either preinstalled on Equipment or installed on Customer-Provided
Equipment, but licensed to Customer by Motorola on a subscription basis ("Subscription
Software") to Customer, to the extent each is set forth in an Ordering Document, for Customer's
own use in accordance with this Agreement. The Equipment, Licensed Software, and
Subscription Software shall collectively be referred to herein as "Products", or individually as a
"Product'. At any time during the Term (as defined below), Motorola may substitute, with
Customer's approval, any Products at no cost to Customer, if the substitute is substantially similar
to the Products set forth in the applicable Ordering Documents.
2.2. Services.
2.2.1. Motorola will provide services related to purchased Products ("Services"), to the
extent set forth in an Ordering Document.
2.2.2. Integration Services: Maintenance and Support Services. If specified in an
Ordering Document, Motorola will provide, for the term of such Ordering
Document, (a) design, deployment, and integration Services in order to design,
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install, set up, configure, and/or integrate the applicable Products at the applicable
locations ("Sites"), agreed upon by the Parties ("Integration Services"), or (b)
break/fix maintenance, technical support, or other Services (such as software
integration Services) ("Maintenance and Support Services"), each as further
described in the applicable statement of work. Maintenance and Support Services
and Integration Services will each be considered "Services", as defined above.
2.2.3. Service Ordering Documents. The Fees for Services will be set forth in an Ordering
Document and any applicable project schedules. A Customer point of contact will
be set forth in the applicable statement of work for the Services.
2.2.4. Service Completion. Unless otherwise specified in the applicable Ordering
Document, Services described in an Ordering Document will be deemed complete
upon Motorola's performance of all Services listed in such Ordering Document
("Service Completion Date"); provided, however, that Maintenance and Support
Services may be offered on an ongoing basis during a given Ordering Document
term, in which case such Maintenance and Support Services will conclude upon
the expiration or termination of such Ordering Document.
2.3. Non-Preclusion. To the extent permitted by law, if, in connection with the Products and
Services provided under this Agreement, Motorola makes recommendations, including a
recommendation to purchase other products or services, nothing in this Agreement precludes
Motorola from participating in a future competitive bidding process or otherwise offering or selling
the recommended products or other services to Customer.
2.4. Customer Obligations. Customer will ensure that information Customer provides to
Motorola in connection with receipt of Products and Services are accurate and complete in all
material respects. Customer will make decisions within a reasonable time and obtain any required
management or City Council approvals that are reasonably necessary for Motorola to provide the
Products and Services and perform its other duties under this Agreement. Unless the applicable
Ordering Document states otherwise, Motorola may rely upon and is not required to evaluate,
confirm, reject, modify, or provide advice concerning any assumptions or Customer information,
decisions, or approvals described in this Section. If any assumptions in the Ordering Documents
or information provided by Customer prove to be incorrect, or if Customer fails to perform any of
its material obligations under this Agreement, Motorola's ability to perform its obligations may be
impacted and changes to the Agreement, including the scope, Fees, and performance schedule
may be required.
2.5. Documentation. Products and Services may be delivered with documentation for the
Equipment, software Products, or data that specifies technical and performance features,
capabilities, users, or operation, including training manuals, and other deliverables, such as
reports, specifications, designs, plans, drawings, analytics, or other information (collectively,
"Documentation"). Documentation is and will be owned by Motorola, unless otherwise expressly
agreed in an Addendum or Ordering Document that certain Documentation will be owned by
Customer. Motorola hereby grants Customer a limited, royalty-free, worldwide, non-exclusive
license to use the Documentation solely for its internal business purposes in connection with the
Products and Services.
2.6. Motorola Tools and Equipment. As part of delivering the Products and Services, Motorola
may provide certain tools, equipment, models, and other materials of its own. Such tools and
equipment will remain the sole property of Motorola unless they are to be purchased by Customer
as Products and are explicitly listed on an Ordering Document.
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2.7. Authorized Users. Customer will ensure its employees and Authorized Users comply with
the terms of this Agreement and will be liable for all acts and omissions of its employees and
Authorized Users. Customer is responsible for the secure management of Authorized Users'
names, passwords and login credentials for access to Products and Services. "Authorized
Users" are Customer's employees or full-time contractors engaged for the purpose of supporting
the Products and Services that are not employees, contractors or competitors of Motorola, and
the entities (if any) specified in an Ordering Document or otherwise approved by Motorola in
writing (email from an authorized Motorola signatory accepted), which may include affiliates or
other Customer agencies.
2.8. Export Control. Customer, its employees, and any other Authorized Users will not access
or use the Products and Services in any jurisdiction in which the provision of such Products and
Services is prohibited under applicable laws or regulations (a "Prohibited Jurisdiction"), and
Customer will not provide access to the Products and Services to any government, entity, or
individual located in a Prohibited Jurisdiction. Customer represents and warrants that (a) it and
its Authorized Users are not named on any U.S. government list of persons prohibited from
receiving U.S. exports, or transacting with any U.S. person; (b) it and its Authorized Users are not
a national of, or a company registered in, any Prohibited Jurisdiction; (c) Customer will not permit
its Authorized Users to access or use the Products or Services in violation of any U.S. or other
applicable export embargoes, prohibitions or restrictions; and (d) Customer and its Authorized
Users will comply with all applicable laws regarding the transmission of technical data exported
from the U.S. and the country in which Customer, its employees, and the Authorized Users are
located.
2.9. Change Orders. Unless a different change control process is agreed upon in writing by
the Parties, a Party may request changes to an Addendum or an Ordering Document by
submitting a change order to the other Party (each, a "Change Order"). Change Orders are
effective and binding on the Parties only upon execution of the Change Order by an authorized
representative of both Parties. If an executed Change Order causes an increase or decrease in
the Products or Services, the Parties by means of the Change Order will make appropriate
adjustments to the Fees, project schedule, or other matters.
3. Term and Termination.
3.1. Term. The term of this MCA ("Term") will commence on the Effective Date and continue
until six (6) months after the later of (a) the termination, expiration, or discontinuance of services
under the last Ordering Document in effect, or (b) the expiration of all applicable warranty periods,
unless the MCA is earlier terminated as set forth herein. The applicable Addendum or Ordering
Document will set forth the term for the Products and Services governed thereby.
3.2. Termination. Either Party may terminate the MCA or the applicable Addendum or Ordering
Document if the other Party breaches a material obligation under the Agreement and does not
cure such breach within thirty (30) days after receipt of notice of the breach or fails to produce a
cure plan within such period of time. Each Addendum and Ordering Document may be separately
terminable as set forth therein.
3.3. Suspension of Services. After reasonable notice and an opportunity to cure, Motorola may
terminate or suspend any Products or Services under an Ordering Document if Motorola
determines: (a) the related Product license has expired or has terminated for any reason; (b) the
applicable Product is being used on a hardware platform, operating system, or version not
approved by Motorola; (c) Customer fails to make any payments when due; or (d) Customer fails
to comply with any of its other obligations or otherwise delays Motorola's ability to perform.
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3.4. Effect of Termination or Expiration. Upon termination for any reason or expiration of this
Agreement, an Addendum, or an Ordering Document, Customer and the Authorized Users will
return or destroy (at Motorola's option) all Motorola Materials and Motorola's Confidential
Information in their possession or control and, as applicable, provide proof of such destruction,
except that Equipment purchased by Customer should not be returned. Notwithstanding the
reason for termination or expiration, Customer must pay Motorola for Products and Services
already delivered. Customer has a duty to mitigate any damages under this Agreement, including
in the event of default by Motorola and Customer's termination of this Agreement. Upon
termination, Customer may download Customer Data or may request a quotation to engage
Motorola to provide such services to download Customer Data.
3.5. Termination for Convenience. Customer may terminate this Agreement or applicable
Addendum or Ordering Document by providing sixty (60) days' written notice to Motorola. City will
pay Motorola for Products delivered or Services satisfactorily performed up to the effective date.
4. Payment and Invoicing.
4.1. Fees. Fees and charges applicable to the Products and Services (the "Fees") will be as
set forth in the applicable Addendum or Ordering Document. Changes in the scope of Services
described in an Ordering Document may require an adjustment to the Fees due under such
Ordering Document. If a specific invoicing or payment schedule is set forth in the applicable
Addendum or Ordering Document, such schedule will apply solely with respect to such Addendum
or Ordering Document.
4.2. Taxes. The Fees do not include any excise, sales, lease, use, property, or other taxes,
assessments, duties, or regulatory charges or contribution requirements (collectively, "Taxes"),
all of which will be paid by Customer, except as exempt by law, unless otherwise specified in an
Ordering Document. If Motorola is required to pay any Taxes, Customer will reimburse Motorola
for such Taxes within thirty (30) days after Customer's receipt of an invoice therefore. Customer
will be solely responsible for reporting the Products for personal property tax purposes, and
Motorola will be solely responsible for reporting taxes on its income and net worth. The City of
Carlsbad is not subject to Taxes related to this Agreement.
4.3. Invoicing. Motorola will invoice Customer at the frequency set forth in the applicable
Addendum or Ordering Document, and Customer will pay all invoices within thirty (30) days of the
invoice date or as otherwise specified in the applicable Addendum or Ordering Document.
Motorola may invoice electronically via email, and Customer agrees to receive invoices via email
at the email address set forth in an Ordering Document.
5. Sites; Customer-Provided Equipment; Non-Motorola Content.
5.1. Access to Sites. Customer will be responsible for providing all necessary permits, licenses,
and other approvals necessary for the installation and use of the Products and the performance
of the Services at each applicable Site, including for Motorola to perform its obligations hereunder,
and for facilitating Motorola's access to the Sites. ·
5.2. Site Conditions. Customer will ensure that (a) all Sites are safe and secure, (b) Site
conditions meet all applicable industry and legal standards (including standards promulgated by
OSHA or other governmental or regulatory bodies), (c) to the extent applicable, Sites have
adequate physical space, air conditioning, and other environmental conditions, electrical power
outlets, distribution, equipment, connections, and telephone or other communication lines
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(including modem access and interfacing networking capabilities), and (d) Sites are suitable for
the installation, use, and maintenance of the Products and Services.
5.3. Site Issues. Motorola will have the right, with advance notice and Customer supervision,
to inspect the Sites and advise Customer of any deficiencies or non-conformities with the
requirements of this Section 5 -Sites; Customer-Provided Equipment; Non-Motorola
Content. If Motorola or Customer identifies any deficiencies or non-conformities, Customer will
promptly remediate such issues or the Parties will select a replacement Site. If a Party determines
that a Site identified in an Ordering Document is not acceptable or desired, the Parties will
cooperate to investigate the conditions and select a replacement Site or otherwise adjust the
installation plans and specifications as necessary. A change in Site or adjustment to the
installation plans and specifications may cause a change in the Fees or performance schedule
under the applicable Ordering Document.
5.4. Customer-Provided Equipment. Certain components, including equipment and software,
not provided by Motorola may be required for use of the Products and Services ("Customer-
Provided Equipment"). Customer will be responsible, at its sole cost and expense, for providing
and maintaining the Customer-Provided Equipment in good working order. Customer represents
and warrants that it has all rights in Customer-Provided Equipment to permit Motorola to access
and use the applicable Customer-Provided Equipment to provide the Products and Services
under this Agreement, and such access and use will not violate any laws or infringe any third-
party rights (including intellectual property rights). Customer (and not Motorola) will be fully liable
for Customer-Provided Equipment, and Customer will immediately notify Motorola of any
Customer-Provided Equipment damage, loss, change, or theft that may impact Motorola's ability
to provide the Products and Services under this Agreement, and Customer acknowledges that
any such events may cause a change in the Fees or performance schedule under the applicable
Ordering Document.
5.5. Non-Motorola Content. In certain instances, Customer may be permitted to access, use,
or integrate Customer or third-party software, services, content, and data that is not provided by
Motorola (collectively, "Non-Motorola Content") with or through the Products and Services. If
Customer accesses, uses, or integrates any Non-Motorola Content with the Products or Services,
Customer will first obtain all necessary rights and licenses to permit Customer's and its Authorized
Users' use of the Non-Motorola Content in connection with the Products and Services. Customer
will also obtain the necessary rights for Motorola to use such Non-Motorola Content in connection
with providing the Products and Services, including the right for Motorola to access, store, and
process such Non-Motorola Content (e.g., in connection with Subscription Software), and to
otherwise enable interoperation with the Products and Services. Customer represents and
warrants that it will obtain the foregoing rights and licenses prior to accessing, using, or integrating
the applicable Non-Motorola Content with the Products and Services, and that Customer and its
Authorized Users will comply with any terms and conditions applicable to such Non-Motorola
Content. If any Non-Motorola Content requires access to Customer Data (as defined below),
Customer hereby authorizes Motorola to allow the provider of such Non-Motorola Content to
access Customer Data, in connection with the interoperation of such Non-Motorola Content with
the Products and Services. Customer acknowledges and agrees that Motorola is not responsible
for, and makes no representations or warranties with respect to, the Non-Motorola Content
(including any disclosure, modification, or deletion of Customer Da.ta resulting from use of Non-
Motorola Content or failure to properly interoperate with the Products and Services). If Customer
receives written notice that any Non-Motorola Content must be removed, modified, or disabled
within the Products or Services, Customer will promptly do so as soon as reasonably practicable.
Motorola will have the right to disable or remove Non-Motorola Content if Motorola believes a
violation of law, third-party rights, or Motorola's policies is likely to occur, or if such Non-Motorola
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Content poses or may pose a security or other risk or adverse impact to the Products or Services,
Motorola, Motorola's systems, or any third party (including other Motorola customers) after
providing reasonable notice. Nothing in this Section will limit the exclusions set forth in Section
7.2 -Intellectual Property Infringement.
6. Representations and Warranties.
6.1. Mutual Representations and Warranties. Each Party represents and warrants to the other
Party that (a) it has the right to enter into the Agreement and perform its obligations hereunder,
and (b) the Agreement will be binding on such Party.
6.2. Motorola Warranties. Subject to the disclaimers and exclusions below, Motorola
represents and warrants that (a) Services will be provided in a good and workmanlike manner
and will conform in all material respects to the descriptions in the applicable Ordering Document;
and (b) for a period of one hundred-eighty (180) days commencing upon the Service Completion
Date for one-time Services, the Services will be free of material defects in materials and
workmanship. Other than as set forth in subsection (a) above, recurring Services are not
warranted but rather will be subject to the requirements of the applicable Addendum or Ordering
Document. Motorola provides other express warranties for Motorola-manufactured Equipment,
Motorola-owned software Products, and certain Services. Such express warranties are included
in the applicable Addendum or Ordering Document. Such representations and warranties will
apply only to the applicable Product or Service that is the subject of such Addendum or Ordering
Document.
6.3. Warranty Claims; Remedies. To assert a warranty claim, Customer must notify Motorola
in writing of the claim prior to the expiration of any warranty period set forth in this MCA or the
applicable Addendum or Ordering Document. Unless a different remedy is otherwise expressly
set forth for a particular warranty under an Addendum, upon receipt of such claim, Motorola will
investigate the claim and use commercially reasonable efforts to repair or replace any confirmed
materially non-conforming Product or re-perform any non-conforming Service, at its option. Such
remedies are Customer's sole and exclusive remedies for Motorola's breach of a warranty.
Motorola's warranties are extended by Motorola to Customer only, and are not assignable or
transferrable.
6.4. Pass-Through Warranties. Notwithstanding any provision of this Agreement to the
contrary, Motorola will have no liability for third-party software or hardware provided by Motorola;
provided, however, that to the extent offered by third-party providers of software or hardware and
to the extent permitted by law, Motorola will pass through express warranties provided by such
third parties.
6.5. WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS AND PASS THROUGH
WARRANTIES IN THIS AGREEMENT, PRODUCTS AND SERVICES PURCHASED
HEREUNDER ARE PROVIDED "AS IS" AND WITH ALL FAUL TS. WARRANTIES SET FORTH
IN THE AGREEMENT ARE THE COMPLETE WARRANTIES FOR THE PRODUCTS AND
SERVICES AND MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS,
EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND QUALITY. MOTOROLA DOES NOT
REPRESENT OR WARRANT THAT USE OF THE PRODUCTS AND SERVICES WILL BE
UNINTERRUPTED, ERROR-FREE, OR FREE OF SECURITY VULNERABILITIES, OR THAT
THEY WILL MEET CUSTOMER'S PARTICULAR REQUIREMENTS.
7. Indemnification.
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7.1. Mutual Indemnification. Subjectto the limitations Paragraphs 8.1 and 8.2, each Party shall
defend, indemnify, and hold harmless the other Party (including its elected and appointed officials,
officers, employees, agents, and affiliated or subsidiary entities) against any claim, loss or liability
(including reasonable attorney fees) ("Claim") for personal injury, death, or direct damage to
tangible property to the extent it is caused by the Party's negligence while performing its duties
under of this Agreement. A Party's duties under this Section 7.1 -Mutual Indemnification are
conditioned upon the other Party providing prompt written notification of the Claim and reasonable
cooperation and assistance in the defense of the Claim. Nothing contained in this agreement
shall be construed as a waiver of any immunities or defenses a Party may have under applicable
provisions of the law.
7.2. Intellectual Property Infringement. Motorola will defend Customer against any third-party
claim alleging that a Motorola-developed or manufactured Product or Service (the "Infringing
Product") directly infringes a United States patent or copyright ("Infringement Claim"), and
Motorola will pay all damages finally awarded against Customer by a court of competent
jurisdiction. for an Infringement Claim, or agreed to in writing by Motorola in settlement of an
Infringement Claim. Motorola's duties under this Section 7.2 -Intellectual Property
Infringement are conditioned upon: (a) Customer promptly notifying Motorola in writing of the
Infringement Claim; (b) Motorola having sole control of the defense of the suit and all negotiations
for its settlement or compromise; and (c) Customer cooperating with Motorola and, if requested
by Motorola, providing reasonable assistance in the defense of the Infringement Claim.
7.2.1 . If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola
may at its option and expense: (a) procure for Customer the right to continue using
the Infringing Product; (b) replace or modify the Infringing Product so that it
becomes non-infringing; or (c) grant Customer (i) a pro-rated refund of any
amounts pre-paid for the Infringing Product (if the Infringing Product is a software
Product, i.e., Licensed Software or Subscription Software) or (ii) a credit for the
Infringing Product, less a reasonable charge for depreciation (if the Infringing
Product is Equipment, including Equipment with embedded software).
7.2.2. In addition to the other damages disclaimed under this Agreement, Motorola will
have no duty to defend or indemnify Customer for any Infringement Claim that
arises from or is based upon: (a) Customer Data, Customer-Provided Equipment,
Non-Motorola Content, or third-party provided equipment, hardware, software,
data, or other third-party provided materials; (b) the combination of the Product or
Service with any products or materials not provided by Motorola or Products or
Services that are not a material part of the alleged patented invention and are not
suitable for substantial non-infringing use; (c) while this Agreement does not
contemplate any custom designs, modifications, or manufacturing of Products or
Services, in the event of such occurrence, a Product or Service designed,
modified, or manufactured in accordance with Customer's designs, specifications,
guidelines or instructions; (d) a modification of the Product or Service by a party
other than Motorola; (e) use of the Product or Service in a manner for which the
Product or Service was not authorized or that is inconsistent with the terms of this
Agreement; or (f) the failure by Customer to use or install an update to the Product
or Service that is intended to correct the claimed infringement.
7.2.3. This Section 7.2 -Intellectual Property Infringement provides Customer's sole
and exclusive remedies and Motorola's entire liability in the event of an
Infringement Claim. For clarity, the rights and remedies provided in this Section
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are subject to, and limited by, the restrictions set forth in Section 8 -Limitation
of Liability below.
8. Limitation of Liability.
8.1 . DISCLAIMER OF CONSEQUENTIAL DAMAGES. EXCEPT FOR PERSONAL INJURY
OR DEATH, MOTOROLA, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES, SUBCONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS
(COLLECTIVELY, THE "MOTOROLA PARTIES") WILL NOT BE LIABLE IN CONNECTION
WITH THIS AGREEMENT (WHETHER UNDER MOTOROLA'S INDEMNITY OBLIGATIONS, A
CAUSE OF ACTION FOR BREACH OF CONTRACT, UNDER TORT THEORY, OR
OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR
CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS OR REVENUES, EVEN IF
MOTOROLA HAS BEEN ADVISED BY CUSTOMER OR ANY THIRD PARTY OF THE
POSSIBILITY OF SUCH DAMAGES OR LOSSES AND WHETHER OR NOT SUCH DAMAGES
OR LOSSES ARE FORESEEABLE. EXCEPT FOR PERSONAL INJURY OR DEATH, THE
CUSTOMER, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, SUBCONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS
(COLLECTIVELY, THE "CUSTOMER PARTIES") WILL NOT BE LIABLE IN CONNECTION
WITH THIS AGREEMENT (WHETHER UNDER CUSTOMER'S INDEMNITY OBLIGATIONS, A
CAUSE OF ACTION FOR BREACH OF CONTRACT, UNDER TORT THEORY, OR
OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR
CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS OR REVENUES, EVEN IF
CUSTOMER HAS BEEN ADVISED BY MOTOROLA OR ANY THIRD PARTY OF THE
POSSIBILITY OF SUCH DAMAGES OR LOSSES AND WHETHER OR NOT SUCH DAMAGES
OR LOSSES ARE FORESEEABLE.
8.2. DIRECT DAMAGES. EXCEPT FOR PERSONAL INJURY OR DEATH, THE TOTAL
AGGREGATE LIABILITY OF THE MOTOROLA PARTIES, WHETHER BASED ON A CLAIM IN
CONTRACT OR IN TORT, LAW OR EQUITY, RELATING TO OR ARISING OUT OF THE
AGREEMENT WILL NOT EXCEED THE FEES SET FORTH IN THE ORDERING
DOCUMENT(S) UNDER WHICH THE CLAIM AROSE. NOTWITHSTANDING THE
FOREGOING, FOR ANY SUBSCRIPTION SOFTWARE OR FOR ANY RECURRING
SERVICES, THE MOTOROLA PARTIES' TOTAL LIABILITY FOR ALL CLAIMS RELATED TO
SUCH PRODUCT OR RECURRING SERVICES IN THE AGGREGATE WILL NOT EXCEED
THE TOTAL FEES PAID FOR SUCH SUBSCRIPTION SOFTWARE OR RECURRING
SERVICES, AS APPLICABLE, DURING THE CONSECUTIVE TWELVE (12) MONTH PERIOD
IMMEDIATELY PRECEDING THE EVENT FROM WHICH THE FIRST CLAIM AROSE. EXCEPT
FOR PERSONAL INJURY OR DEATH, THE TOTAL AGGREGATE LIABILITY OF THE
CUSTOMER PARTIES, WHETHER BASED ON A CLAIM IN CONTRACT OR IN TORT, LAW
OR EQUITY, RELATING TO OR ARISING OUT OF THE AGREEMENT WILL NOT EXCEED
THE FEES SET FORTH IN THE ORDERING DOCUMENT(S) UNDER WHICH THE CLAIM
AROSE. NOTWITHSTANDING THE FOREGOING, FOR ANY SUBSCRIPTION SOFTWARE OR
FOR ANY RECURRING SERVICES, THE CUSTOMER PARTIES'TOTAL LIABILITY FOR ALL
CLAIMS RELATED TO SUCH PRODUCT OR RECURRING SERVICES IN THE AGGREGATE
WILL NOT EXCEED THE TOTAL FEES PAID FOR SUCH SUBSCRIPTION SOFTWARE OR
RECURRING SERVICES, AS APPLICABLE, DURING THE CONSECUTIVE TWELVE (12)
MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FROM WHICH THE FIRST CLAIM
AROSE.
8.3. · ADDITIONAL EXCLUSIONS. NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, MOTOROLA WILL HAVE NO LIABILITY FOR DAMAGES ARISING OUT OF (A)
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CUSTOMER DAT A, INCLUDING ITS TRANSMISSION TO MOTOROLA, OR ANY OTHER DA TA
AVAILABLE THROUGH THE PRODUCTS OR SERVICES; (B) CUSTOMER-PROVIDED
EQUIPMENT, NON-MOTOROLA CONTENT, THE SITES, OR THIRD-PARTY PROVIDED
MATERIALS, OR THE COMBINATION OF PRODUCTS AND SERVICES WITH ANY OF THE
FOREGOING UNLESS THE COMBINATION WAS ANTICIPATED IN THE ORDERING
DOCUMENT(S) FOR THE PRODUCTS OR SERVICES; (C) LOSS OF DATA OR HACKING; (D)
MODIFICATION OF PRODUCTS OR SERVICES BY ANY PERSON OTHER THAN MOTOROLA
UNLESS AUTHORIZED BY MOTOROLA OR ANTICIPATED IN THE ORDERING
DOCUMENT(S) FOR THE PRODUCTS OR SERVICES; (F) DATA RECOVERY SERVICES OR
DATABASE MODIFICATIONS NOT PROVIDED BY MOTOROLA; OR (G) CUSTOMER'S OR
ANY AUTHORIZED USER'S MATERIAL BREACH OF THIS AGREEMENT OR INTENTIONAL
MISUSE OF THE PRODUCTS AND SERVICES.
8.4. Voluntary Remedies. Motorola is not obligated to remedy, repair, replace, or refund the
purchase price for the disclaimed issues in Section 8.3 -Additional Exclusions above.
8.5. Statute of Limitations. Customer may not bring any claims against a Motorola Party in
connection with this Agreement or the Products and Services more than one (1) year after the
date of accrual of the cause of action.
9. Confidentiality.
9.1. Confidential Information. "Confidential Information" means any and all non-public
information provided by one Party ("Discloser") to the other ("Recipient") that is disclosed under
this Agreement in oral, written, graphic, machine recognizable, or sample form, being clearly
designated, labeled or marked as confidential or its equivalent. With respect to Motorola,
Confidential Information may include Documentation. In order to be considered Confidential
Information, information that is disclosed orally must be identified as confidential at the time of
disclosure and confirmed by Discloser by submitting a written document to Recipient within thirty
(30) days after such disclosure. The written document must contain a summary of the Confidential
Information disclosed with enough specificity for identification purpose and must be labeled or
marked as confidential or its equivalent.
9.2. Obligations of Confidentiality. During the Term and for a period of three (3) years from the
expiration or termination of this Agreement, Recipient will (a) not disclose Confidential Information
to any third party, except as expressly permitted in this Section 9 -Confidentiality; (b) restrict
disclosure of Confidential Information to only those employees (including, employees of any
wholly owned subsidiary, a parent company, any other wholly owned subsidiaries of the same
parent company), agents or consultants who must access the Confidential Information for the
purpose of, and who are bound by confidentiality terms substantially similar to those in, this
Agreement; (c) not copy, reproduce, reverse engineer, de-compile or disassemble any
Confidential Information; (d) use the same degree of care as for its own information of like
importance, but at least use reasonable care, in safeguarding against disclosure of Confidential
Information; (e) promptly notify Discloser upon discovery of any unauthorized use or disclosure
of the Confidential Information and take reasonable steps to regain possession of the Confidential
Information and prevent further unauthorized actions or other breach of this Agreement; and (f)
only use the Confidential Information as needed to fulfill its obligations and secure its rights under
this Agreement.
9.3. Exceptions. Recipient is not obligated to maintain as confidential any information that
Recipient can demonstrate by documentation (a) is publicly available at the time of disclosure or
becomes available to the public without breach of this Agreement; (b) is lawfully obtained from a
third party without a duty of confidentiality to Discloser; (c) is otherwise lawfully known to Recipient
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prior to such disclosure without a duty of confidentiality to Discloser; or (d) is independently
developed by Recipient without the use of, or reference to, any of Discloser's Confidential
Information or any breach of this Agreement. Additionally, Recipient may disclose Confidential
Information to the extent required by law, including a judicial or legislative order or proceeding.
9.4. Ownership of Confidential Information. All Confidential Information is and will remain the
property of Discloser and will not be copied or reproduced without the express written permission
of Discloser (including as permitted herein). Within ten (10) days of receipt of Discloser's written
request, Recipient will return or destroy all Confidential Information to Discloser along with all
copies and portions thereof, or certify in writing that all such Confidential Information has been
destroyed. However, Recipient may retain (a) one (1) archival copy of the Confidential Information
for use only in case of a dispute concerning this Agreement and (b) Confidential Information that
has been automatically stored .in accordance with Recipient's standard backup or recordkeeping
procedures, provided, however that Recipient will remain subject to the obligations of this
Agreement with respect to any Confidential Information retained subject to clauses (a) or (b). No
license, express or implied, in the Confidential Information is granted to the Recipient other than
to use the Confidential Information in the manner and to the extent authorized by this Agreement.
Discloser represents and warrants that it is authorized to disclose any Confidential Information it
discloses pursuant to this Agreement.
10. Proprietary Rights; Data; Feedback.
10.1. Data Definitions. The following terms will have the stated meanings: "Customer Contact
Data" means data Motorola collects from Customer, its Authorized Users, and their end users for
business contact purposes, including marketing, advertising, licensing and sales purposes;
"Service Use Data" means data generated by Customer's use of the Products and Services or
by Motorola's support of the Products and Services, including personal information, product
performance and error information, activity logs and date and time of use; "Customer Data"
means data, information, and content, including images, text, videos, documents, audio,
telemetry, location and structured data base records, provided by, through, or on behalf of
Customer, its Authorized Users, and their end users through the use of the Products and Services.
Customer Data does not include Customer Contact Data, Service Use Data, or information from
publicly available sources or other Third-Party Data or Motorola Data; "Third-Party Data" means
information obtained by Motorola from publicly available sources or its third party content
providers and made available to Customer through the Products or Services; "Motorola Data"
means data owned or licensed by Motorola; "Feedback" means comments or information, in oral
or written form, given to Motorola by Customer or Authorized Users, including their end users, in
connection with or relating to the Products or Services; and "Process" or "Processing" means
any operation or set of operations which is performed on personal information or on sets of
personal information, whether or not by automated means, such as collection, recording, copying,
analyzing, caching, organization, structuring, storage, adaptation, or alteration, retrieval,
consultation, use, disclosure by transmission, dissemination or otherwise making available,
alignment or combination, restriction, erasure or destruction.
10.2. Motorola Materials. Customer acknowledges that Motorola may use or provide Customer
with access to software, tools, data, and other materials, including designs, utilities, models,
methodologies, systems, and specifications, which Motorola has developed or licensed from third
parties (including any corrections, bug fixes, enhancements, updates, modifications, adaptations,
translations, de-compilations, disassemblies, or derivative works of the foregoing, whether made
by Motorola or another party) (collectively, "Motorola Materials"). The Products and Services,
Motorola Data, Third-Party Data, and Documentation, are considered Motorola Materials. Except
when Motorola has expressly transferred title or other interest to Customer by way of an
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Addendum or Ordering Document, the Motorola Materials are the property of Motorola or its
licensors, and Motorola or its licensors retain all right, title and interest in and to the Motorola
Materials (including, all rights in patents, copyrights, trademarks, trade names, trade secrets,
know-how, other intellectual property and proprietary rights, and all associated goodwill and moral
rights). For clarity, this Agreement does not grant to Customer any shared development rights in
or to any Motorola Materials or other intellectual property, and Customer agrees to execute any
documents and take any other actions reasonably requested by Motorola to effectuate the
foregoing. Motorola and its licensors reserve all rights not expressly granted to Customer, and no
rights, other than those expressly granted herein, are granted to Customer by implication,
estoppel or otherwise. Customer will not modify, disassemble, reverse engineer, derive source
code or create derivative works from, merge with other software, distribute, sublicense, sell, or
export the Products and Services or other Motorola Materials, or permit any third party to do so.
10.3. Ownership of Customer Data. Customer retains all right, title and interest, including
intellectual property rights, if any, in and to Customer Data. Motorola acquires no rights to
Customer Data except those rights granted under this Agreement including the right to Process
and use the Customer Data as set forth in Section 10.4 -Processing Customer Data below
and in other applicable Addenda. The Parties agree that with regard to the Processing of personal
information which may be part of Customer Data, Customer is the controller and Motorola is the
processor, and may engage sub-processors pursuant to Section 10.4.3 -Sub-processors.
10.4. Processing Customer Data.
Motorola Use of Customer Data. To the extent permitted by law, Customer grants
Motorola and subcontractors designated within this agreement a right to use
Customer Data to (a) perform Services and provide Products under the
Agreement, and (b) analyze the Customer Data to operate, maintain, manage, and
improve Motorola Products and Services for Customer. Customer Data shall not
be used for demonstration or testing purposes for products, services and uses by
Motorola or any subcontractor that is beyond the scope of products delivered as
part of this agreement unless authorized in writing by Customer. Customer agrees
that this Agreement, along with the Documentation, are Customer's complete and
final documented instructions to· Motorola for the processing of Customer Data.
Any additional or alternate instructions must be agreed to according to the Change
Order process. Customer represents and warrants to Motorola that Customer's
instructions, including ·appointment of Motorola as a processor or sub-processor,
have been authorized by the relevant controller.
10.4.1. Collection, Creation, Use of Customer Data. Customer further represents and
warrants that the Customer Data, Customer's collection, creation, and use of the
Customer Data (including in connection with Motorola's Products and Services),
and Motorola's use of such Customer Data in accordance with the Agreement, will
not violate any laws or applicable privacy notices or infringe any third-party rights
(including intellectual property and privacy rights). Customer also represents and
warrants that the Customer Data will be accurate and complete, and that Customer
has obtained all required consents, provided all necessary notices, and met any
other applicable legal requirements with respect to collection and use (including
Motorola's and its subcontractors' use) of the Customer Data as described in the
Agreement.
10.4.2. Sub-processors. Customer agrees that Motorola may engage sub-processors who
in turn may engage additional sub-processors to Process data in accordance with
this Agreement. When engaging sub-processors, Motorola will enter into
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agreements with the sub-processors to bind them to data processing obligations
to the extent required by law.
10.5_ Data Retention and Deletion. Except for anonymized Customer Data, as described above,
or as otherwise provided under the Agreement, Motorola will delete all Customer Data following
termination or expiration of this MCA or the applicable Addendum or Ordering Document, with
such deletion to occur no later than one-hundred eighty (180) days following the applicable date
of termination or expiration, unless otherwise required to comply with applicable law. Any requests
for the exportation or download of Customer Data must be made by Customer to Motorola in
writing before expiration or termination, subject to Section 13.9 -Notices. Motorola will have no
obligation to retain such Customer Data beyond ·expiration or termination unless the Customer
has purchased extended storage from Motorola through a mutually executed Ordering Document.
10.6. Service Use Data. Customer understands and agrees that Motorola may collect and use
Service Use Data for its own purposes, including the uses described below. Motorola may use
Service Use Data to (a) operate, maintain, manage, and improve existing products and services,
(b) test products and services, (c) to aggregate Service Use Data and combine it with that of other
users. Service Use Data may be not be disclosed to third parties unless expressly authorized by
law and only with Customer's prior approval.
10.7. Third-Party Data and Motorola Data. Motorola Data and Third-Party Data may be available
to Customer through the Products and Services. Customer and its Authorized Users may use
Motorola Data and Third-Party Data as permitted by Motorola and the applicable Third-Party Data
provider, as described in the applicable Addendum. Unless expressly permitted in the applicable
Addendum or required by law, Customer will not, and will ensure its Authorized Users will not: (a)
use the Motorola Data or Third-Party Data for any purpose other than Customer's internal
business purposes; (b) disclose the data to third parties; (c) "white label" such data or otherwise
misrepresent its source or ownership, or resell, distribute, sublicense, or commercially exploit the
data in any manner; (d) use such data in violation of applicable laws; (e) remove, obscure, alter,
or falsify any marks or proprietary rights notices indicating the source, origin, or ownership of the
data; or (f) modify such data or combine it with Customer Data or other data or use the data to
build databases. To the degree Motorola Data and Third-Party Data is required by law to be
released or used, Customer will notify Motorola as soon as reasonably practicable. Additional
restrictions may be set forth in the applicable Addendum. Any rights granted to Customer or
Authorized Users with respect to Motorola Data or Third-Party Data will immediately terminate
upon termination or expiration of the applicable Addendum, Ordering Document, or this MCA.
Further, after providing reasonable notice and an opportunity to cure, Motorola or the applicable
Third-Party Data provider may suspend, change, or terminate Customer's or any Authorized
User's access to Motorola Data or Third-Party Data if Motorola or such Third-Party Data provider
believes Customer's or the Authorized User's use of the data violates the Agreement, applicable
law or Motorola's agreement with the applicable Third-Party Data provider. Upon termination of
Customer's rights to use any Motorola Data or Third-Party Data, Customer and all Authorized
Users will immediately discontinue use of such data, delete all copies of such data, and certify
such deletion to Motorola.
10_8. Feedback. Any Feedback provided by Customer is entirely voluntary, and will not create
any confidentiality obligation for Motorola, unless designated in writing as confidential by
Customer. Motorola may use, reproduce, license, and otherwise distribute and exploit the
Feedback without any obligation or payment to Customer or Authorized Users and Customer
represents and warrants that it has obtained all necessary rights and consents to grant Motorola
the foregoing rights.
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10.9. Improvements; Products and Services. The Parties agree that, notwithstanding any
provision of this MCA or the Agreement to the contrary, all fixes, modifications and improvements
to the Services or Products conceived of or made by or on behalf of Motorola that are based either
in whole or in part on the Feedback, Customer Data, or Service Use Data (or otherwise) are the
exclusive property of Motorola and all right, title and interest in and to such fixes, modifications or
improvements will vest solely in Motorola. Customer agrees to execute any written documents
necessary to assign any intellectual property or other rights it may have in such fixes,
modifications or improvements to Motorola.
11. Force Majeure; Delays Caused by Customer.
11.1. Force Majeure. Except for Customer's payment obligations hereunder, neither Party will
be responsible for nonperformance or delayed performance due to events outside of its
reasonable control. If performance will be significantly delayed, the affected Party will provide
notice to the other Party, and the Parties will agree (in writing) upon a reasonable extension to
any applicable performance schedule.
11.2. Delays Caused by Customer. Motorola's performance of the Products and Services will
be excused for delays caused by Customer or its Authorized Users or subcontractors, or by failure
of any assumptions set forth in this Agreement (including in any Addendum or Ordering
Document). In the event of a delay under this Section 11.2 -Delays Caused by Customer, (a)
Customer will continue to pay the Fees as required hereunder, (b) the Parties will agree (in writing
via a mutually executed change order or new or additional Ordering Documents) upon a
reasonable extension to any applicable performance schedule, and (c) Customer will compensate
Motorola for its out-of-pocket costs incurred due to the delay (including those incurred by
Motorola's affiliates, vendors, and subcontractors) as agreed upon in a mutually executed change
order. ·
12. Disputes. The Parties will use the following procedure to resolve any disputes relating to
or arising out of this Agreement (each, a "Dispute"):
12.1. Governing Law. All matters relating to or arising out of the Agreement are governed by the
laws of the State of California.
12.2. Negotiation; Mediation. Either Party may initiate dispute resolution procedures by sending
a notice of Dispute ("Notice of Dispute") to the other Party. The Parties will attempt to resolve
the Dispute promptly through good faith negotiations, including timely escalation of the Dispute to
executives who have authority to settle the Dispute (and who are at a higher level of management
than the persons with direct responsibility for the matter). If a Dispute is not resolved through
negotiation, either Party may initiate mediation by sending a notice of mediation ("Notice of
Mediation") to the other Party. The Parties will choose an independent mediator within thirty (30)
days of such Notice of Mediation. Neither Party may unreasonably withhold consent to the
selection of a mediator, but if the Parties are unable to agree upon a mediator, either Party may
request that the American Arbitration Association nominate a mediator. Each Party will bear its
own costs of mediation, but the Parties will share the cost of the mediator equally. Each Party will
participate in the mediation in good faith. All in person meetings under this Sectiori 12.2 -
Negotiation; Mediation will take place virtually or in northern San Diego County, California, and
all communication relating to the Dispute resolution will be maintained in strict confidence by the
Parties. Notwithstanding the foregoing, any Dispute arising from or relating to Motorola's
intellectual property rights will not be subject to negotiation or mediation in accordance with this
Section, but instead will be decided by a court of competent jurisdiction, in accordance with
Section 12.3 -Litigation, Venue, Jurisdiction below.
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12.3. Litigation, Venue, Jurisdiction. If the Dispute has not been resolved by mediation within
one hundred twenty (120) days from the Notice of Mediation, either Party may submit the Dispute
exclusively to a court in San Diego County, California. Each Party expressly consents to the
exclusive jurisdiction of such courts for resolution of any Dispute and to enforce the outcome of
any mediation.
13. General.
13.1. Compliance with Laws. Each Party will comply with applicable laws in connection with the
performance of its obligations under this Agreement, including that Customer will ensure its and
its Authorized Users' use of the Products and Services complies with law (including privacy laws),
and Customer will obtain any FCC and other licenses or authorizations (including licenses or
authorizations required by foreign regulatory bodies) required for its and its Authorized Users' use
of the Products and Services. After providing reasonable prior notice and the opportunity to cure,
Motorola may, at its discretion, cease providing or otherwise modify Products and Services (or
any terms related thereto in an Addendum or Ordering Document), in order to comply with any
changes in applicable law.
13.2. Audit; Monitoring. Subject to CJIS compliance, Customer-approved Motorola personnel
will have the right to monitor and audit use of the Products, which may also include access by
Motorola to Customer Data and Service Use Data. Customer will provide notice of such
monitoring to its Authorized Users and obtain any required consents, including individual end
users, and will cooperate with Motorola in any monitoring or audit. Customer will maintain during
the Term, and for two (2) years thereafter, accurate records relating to any software licenses
granted under this Agreement to verify compliance with this Agreement. Motorola or a third party
("Auditor") may inspect Customer's and, as applicable, Authorized Users' premises, books, and
records. Motorola will pay expenses and costs of the Auditor, unless Customer is found to be in
violation of the terms of the Agreement, in which case Customer will be responsible for such
expenses and costs
13.3. .Assignment and Subcontracting. Neither Party may assign or otherwise transfer this
Agreement without the prior written approval of the other Party, which shall not be unreasonably
withheld. Subject to the foregoing , this Agreement will be binding upon the Parties and their
respective successors and assigns.
13.4. Waiver. A delay or omission by either Party to exercise any right under this Agreement will
not be construed to be a waiver of such right. A waiver by either Party of any of the obligations
to be performed by the other, or any breach thereof, will not be construed to be a waiver of any
succeeding breach or of any other obligation. All waivers must be in writing and signed by the
Party waiving its rights.
13.5. Severability. If any provision of the Agreement is found by a court of competent jurisdiction
to be invalid, illegal, or otherwise unenforceable, such provision will be deemed to be modified to
reflect as nearly as possible the original intentions of the Parties in accordance with applicable
law. The remaining provisions of this Agreement will not be affected, and each such provision will
be valid and enforceable to the full extent permitted by applicable law.
13.6. Independent Contractors. Each Party will perform its duties under this Agreement as an
independent contractor. The Parties and their personnel will not be considered to be employees
or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party
the right or authority to make commitments of any kind for the other. This Agreement will not
constitute, create, or be interpreted as a joint venture, partnership, or formal business organization
of any kind.
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13.7. Third-Party Beneficiaries. The Agreement is entered into solely between, and may be
enforced only by, the Parties. Each Party intends that the Agreement will not benefit, or create
any right or cause of action in or on behalf of, any entity other than the Parties. Notwithstanding
the foregoing, a licensor or supplier of third-party software included in the software Products will
be a direct and intended third-party beneficiary of this Agreement.
13.8. Interpretation. The section headings in this Agreement are included only for convenience
The words "including" and "include" will be deemed to be followed by the phrase "without
limitation". This Agreement will be fairly interpreted in accordance with its terms and conditions
and not for or against either Party.
13.9. Notices. Notices required under this Agreement to be given by one Party to the other must
be in writing and either personally delivered or sent to the address provided by the other Party by
certified mail, return receipt requested and postage prepaid ( or by a recognized courier service,
such as FedEx, UPS, or DHL), and will' be effective upon receipt.
13.10. Cumulative Remedies. Except as specifically stated in this Agreement, all remedies
provided for in this Agreement will be cumulative and in addition to, and not in lieu of, any other
remedies available to either Party at law, in equity, by contract, or otherwise. Except as
specifically stated in this Agreement, the election by a Party of any remedy provided for in this
Agreement or otherwise available to such Party will not preclude such Party from pursuing any
other remedies available to such Party at law, in equity, by contract, or otherwise.
13.11. Survival. The following provisions will survive the expiration or termination of this
Agreement for any reason: Section 2.4 -Customer Obligations; Section 3.4 -Effect of
Termination or Expiration; Section 4 -Payment and Invoicing; Section 6.5 -Warranty
Disclaimer; Section 7.1 -General Indemnity; Section 8 -Limitation of Liability; Section 9-
Confidentiality; Section 10 -Proprietary Rights; Data; Feedback; Section 11 -Force
Majeure; Delays Caused by Customer; Section 12-Disputes; and Section 13-General.
13.12. Entire Agreement. This Agreement, including all Addenda and Ordering Documents,
constitutes the entire agreement of the Parties regarding the subject matter hereto, and
supersedes all previous agreements, proposals, and understandings, whether written or oral,
relating to this subject matter. This Agreement may be executed in multiple counterparts, and will
have the same legal force and effect as if the Parties had executed it as a single document. The
Parties may sign in writing or by electronic signature. An electronic signature, facsimile copy, or
computer image of a signature, will be treated, and will have the same effect as an original
signature, and will have the same effect, as an original signed copy of this document. This
Agreement may be amended or modified only by a written instrument signed by authorized
representatives of both Parties. The preprinted terms and conditions found on any Customer
purchase order, acknowledgment, or other form will not be considered an amendment or
modification or part of this Agreement, even if a representative of each .Party signs such
document.
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14.AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the egal power, right and actual authority to bind Contractor to the terms and conditions of this A ee ent.
CONTRACTOR: Motorola Solutions, Inc.
(sign here)
Micah Applewhite MSSSI Vice President & Director, SW Sales
(print name/title)
By:
(sign here)
(print name/title)
Ci bad, a municipal corporation of f California
By:
(INSERT (City Manager or Mayor or Division Director as authorized by the City Manager)
ATTEST:
�
-'{dFAVIOLA MEDINA City Clerk Services Manager
If required by City, proper notarial acknowledgment of execution by contractor must be attached. !f a corporation, Agreement must be signed by one corporate officer from each of the following two groups.
Group A
Chairman, President, orVice-President
Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CELIA A. BREWER, City Attorney
BY:� L.
Assistant City Attorney
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Equipment Purchase and Software License Addendum
This Equipment Purchase and Software License Addendum (this "EPSLA") is entered into
between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL
60661 ("Motorola") and the entity set forth in the signature block below or in the MCA ("Customer"), and will be subject to, and governed by, the te�ms of the Master Customer
Agreement entered into between the Parties, effective as of [ S/1'11(1;½ (the "MCA"). Capitalized
terms used in this EPSLA, but not defined herein, will have the meanings set forth in the MCA.
1.Addendum. This EPSLA governs Customer's purchase of Equipment and license of
Licensed Software (and, if set forth in an Ordering Document, related Services) from Motorola,
and will form part of the Parties' Agreement.
2.Delivery of Equipment and Licensed Software.
2.1. Delivery and Risk of Loss. Motorola will provide to Customer the Products (and, if
applicable, related Services) set forth in an Ordering Document, in accordance with the terms of
the Agreement. Motorola will, using commercially reasonable practices, pack the ordered Equipment and ship such Equipment to the Customer address set forth in the applicable Ordering Document or otherwise provided by Customer in writing, using a carrier selected by Motorola.
Notwithstanding the foregoing, delivery of Equipment (and any incorporated Licensed Software)
will occur, and title and risk of loss for the Equipment will pass to Customer, upon receipt by
Motorola in accordance with Ex Works, Motorola's premises (lncoterms 2020). Customer will pay
all shipping costs, taxes, and other charges applicable to the shipment and import or export of the Products and Services, as applicable, and Customer will be responsible for reporting the Products for personal property tax purposes. Delivery of Licensed Software for installation on Equipment
or Customer-Provided Equipment will occur upon the earlier of (a) electronic delivery of the
Licensed Software by Motorola, and (b) the date Motorola otherwise makes the Licensed
Software available for download by Customer. If agreed upon in an Ordering Document, Motorola will also provide Services related to such Products.
2.2. Delays. Any shipping dates set forth in an Ordering Document are approximate, and while Motorola will make reasonable efforts to ship Products by any such estimated shipping date,
Motorola will not be liable for any delay or related damages to Customer. Time for delivery will
not be of the essence, and delays will not constitute grounds for cancellation, penalties,
termination, or a refund.
2.3. Beta Services. If Motorola makes any beta version of a software application ("BetaService") available to Customer, Customer may choose to use such Beta Service at its own discretion, provided, however, that Customer will use the Beta Service solely for purposes of
Customer's evaluation of such Beta Service, and for no other purpose. Customer acknowledges
and agrees that all Beta Services are offered "as-is" and without any representations or warranties
or other commitments or protections from Motorola. Motorola will determine the duration of the
evaluation period for any Beta Service, in its sole discretion, and Motorola may discontinue any
Beta Service at any time. Customer acknowledges that Beta Services, by their nature, have not
been fully tested and may contain defects or deficiencies.
3.Licensed Software License and Restrictions.
3.1. Licensed Software License. Subject to Customer's and its Authorized Users' compliance
with the Agreement (including payment terms), Motorola hereby grants Customer and its Authorized Users a limited, non-transferable, non-sublicensable, and non-exclusive license to use the Licensed Software identified in an Ordering Document, in object code form only, and the
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associated Documentation, solely in connection with the Equipment provided by Motorola or
authorized Customer-Provided Equipment (as applicable, the "Designated Products") and solely
for Customer's internal business purposes. Unless otherwise stated in an Addendum or the
Ordering Document, the foregoing license grant will be limited to the number of licenses set forth
in the applicable Ordering Document and will continue for the life of the applicable Designated
Product. Except as otherwise permitted in an applicable Addendum or Ordering Document,
Customer may install, access, and use Licensed Software only in Customer's owned or controlled
facilities, including any authorized mobile sites; provided, however, that Authorized Users using
authorized mobile or handheld devices may also log into and access the Licensed Software
remotely from any location.
3.2. Subscription License Model. If the Parties mutually agree that any Licensed Software
purchased under this EPSLA will be replaced with or upgraded to Subscription Software, then
upon such time which the Parties execute the applicable Ordering Document, the licenses granted
under this EPSLA will automatically terminate, and such Subscription Software will be governed
by the terms of the applicable Addendum under this Agreement.
3.3. End User Licenses. Notwithstanding any provision to the contrary in the Agreement,
certain Licensed Software is governed by a separate license, EULA, or other agreement, including
terms governing third-party equipment or software, such as open source software, included in the
Products and Services. Customer will comply, and ensure its Authorized Users comply, with any
such additional terms applicable to third-party equipment or software.
3.4. Customer Restrictions. Customers and Authorized Users will comply with the applicable
Documentation in connection with their use of the Products. Customer will not and will not allow
others, including the Authorized Users, to: (a) make the Licensed Software available for use by
unauthorized third parties, including via a commercial rental or sharing arrangement; (b) reverse
engineer, disassemble, or reprogram the Licensed Software or any portion thereof to a human-
readable form; (c) modify, create derivative works of, or merge the Licensed Software with other
software or equipment; (d) copy, reproduce, distribute, lend, lease, or transfer the Licensed
Software or Documentation for or to any third party without the prior express written permission
of Motorola; (e) take any action that would cause the Licensed Software or Documentation to be
placed in the public domain; (f) use the Licensed Software to compete with Motorola; or (g)
remove, alter, or obscure, any copyright or other notice.
3.5. Copies. Customer may make one (1) copy of the Licensed Software solely for archival,
back-up, or disaster recovery purposes during the term of the applicable Licensed Software
license. Customer may make as many copies of the Documentation reasonably required for the
internal use of the Licensed Software during such Licensed Software's license term. Unless
otherwise authorized by Motorola in writing, Customer will not, and will not enable or allow any
third party to: (a) install a licensed copy of the Licensed Software on more than one (1) unit of a
Designated Product; or (b) copy onto or transfer Licensed Software installed in a unit of a
Designated Product onto another device. Customer may temporarily transfer Licensed Software
installed on a Designated Product to another device if the Designated Product is inoperable or
malfunctioning. Temporary transfer of the Licensed Software to another device must be
discontinued when the original Designated Product is returned to operation and the Licensed
Software must be removed from the other device. Customer must provide prompt written notice
to Motorola at the time temporary transfer is discontinued.
3.6. Resale of Equipment. Equipment contains embedded Licensed Software. If Customer
desires to sell its used Equipment to a third party other than for salvage/scrap, Customer must
first receive prior written authorization from Motorola and obtain written acceptance of the
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applicable Licensed Software license terms, including the obligation to pay relevant license fees,
from such third party.
4. Term.
4.1. Term. The term of this EPSLA (the "EPSLA Term") will commence upon either (a) the
Effective Date of the MCA, if this EPSLA is attached to the MCA as of such Effective Date, or (b)
the EPSLA Date set forth on the signature page below, if this EPSLA is executed after the MCA
Effective Date, and will continue until the later of (i) three (3) years after the first order for Products
is placed via an Ordering Document, or (ii) the expiration of all applicable warranty periods (as
set forth in Section 6.1 -Motorola Warranties below) under this EPSLA, unless this EPSLA or
the Agreement is earlier terminated in accordance with the terms of the Agreement.
4.2. Termination. Notwithstanding the termination provisions of the MCA, Motorola may
terminate this EPSLA (and any Ordering Documents hereunder) immediately upon notice to
Customer if Customer breaches Section 3 -Licensed Software License and Restrictions of
this EPSLA, or any other provision related to Licensed Software license scope or restrictions set
forth in an Ordering Document, EULA, or other applicable Addendum. For clarity, upon
termination or expiration of the EPSLA Term, all Motorola obligations under this EPSLA (including
with respect to Equipment and Licensed Software delivered hereunder) will terminate. If Customer
desires to purchase additional Services in connection with such Equipment or Licensed Software,
Customer may enter into a separate Addendum with Motorola, governing such Services.
Customer acknowledges that Motorola made a considerable investment of resources in the
development, marketing, and distribution of the Licensed Software and Documentation, and that
Customer's breach of the Agreement will result in irreparable harm to Motorola for which monetary
damages would be inadequate. If Licensee breaches this Agreement, in addition to termination,
Motorola will be entitled to all available remedies at law or in equity, including immediate injunctive
relief and repossession of all non-embedded Licensed Software and associated Documentation.
5. Payment. Customer will pay invoices for the Products and Services provided under this
EPSLA in accordance with the invoice payment terms set forth in the MCA. Generally, invoices
are issued after receipt of Equipment or upon Motorola's delivery of Licensed Software (in
accordance with Section 2.1 -Delivery and Risk of Loss), as applicable, but if a specific
invoicing or payment schedule is set forth in the applicable Ordering Document, EULA or other
Addendum, such schedule will control with respect to the applicable Products and Services
referenced therein. Motorola will have the right to suspend future deliveries of Products and
Services if Customer fails to make any payments when due.
6. Representations and Warranties; Liability.
6.1 . Motorola Warranties. Subject to the disclaimers and exclusions set forth in the MCA and
this EPSLA, (a) for a period of one (1) year commencing upon the delivery of Motorola-
manufactured Equipment under Section 2.1 -Delivery and Risk of Loss, Motorola represents
and warrants that such Motorola-manufactured Equipment, under normal use, will be free from
material defects in materials and workmanship; (b) to the extent permitted by the providers of
third-party software or hardware included in the Products and Services, Motorola will pass through
to Customer any warranties provided by such third parties, which warranties will apply for the
period defined by the applicable third party.
6.2. ADDITIONAL EXCLUSIONS. IN ADDITION TO THE EXCLUSIONS FROM DAMAGES
SET FORTH IN THE MCA, AND NOTWITHSTANDING ANY PROVISION OF THE AGREEMENT
TO THE CONTRARY, MOTOROLA WILL HAVE NO LIABILITY FOR (A) DEFECTS IN OR
DAMAGE TO PRODUCTS RESULTING FROM USE OTHER THAN IN THE NORMAL
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AUTHORIZED MANNER, OR FROM ACCIDENT, LIQUIDS, OR NEGLECT; (B) TESTING,
MAINTENANCE, REPAIR, INSTALLATION, OR MODIFICATION BY PARTIES OTHER THAN
MOTOROLA; (C) CUSTOMER'S OR ANY AUTHORIZED USER'S FAILURE TO COMPLY WITH
INDUSTRY AND OSHA OR OTHER LEGAL STANDARDS; (D) DAMAGE TO RADIO
ANTENNAS, UNLESS CAUSED BY DEFECTS IN MATERIAL OR WORKMANSHIP; (E)
EQUIPMENT WITH NO SERIAL NUMBER; (F) BATTERIES OR CONSUMABLES; (G) FREIGHT
COSTS FOR SHIPMENT TO REPAIR DEPOTS; (H) COSMETIC DAMAGE THAT DOES NOT
AFFECT OPERATION; (I) NORMAL WEAR AND TEAR; (J) ISSUES OR OBSOLESCENCE OF
LICENSED SOFTWARE DUE TO CHANGES IN CUSTOMER OR AUTHORIZED USER
REQUIREMENTS, EQUIPMENT, OR SYSTEMS; (K) TRACKING AND LOCATION-BASED
SERVICES; OR (L) BET A SERVICES.
6.3. Voluntary Remedies. Motorola is not obligated to remedy, repair, replace, or refund the
purchase price for the disclaimed or excluded issues in the MCA or Section 6.2 -Additional
Exclusions above.
7. Copyright Notices. The existence of a copyright notice on any Licensed Software will not
be construed as an admission or presumption of publication of the Licensed Software or public
disclosure of any trade secrets associated with the Licensed Software.
8. Survival. The following provisions will survive the expiration or termination of this EPSLA
for any reason: Section 3 -Licensed Software License and Restrictions; Section 4-Term;
Section 5 -Payment; Section 6.2 -Additional Exclusions; Section 8 -Survival.
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Software Products Addendum
This Software Products Addendum (this "SPA") is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 ("Motorola") and the entity set forth in the signature block below or in the MCA ("Customer"), and will be subject to, and governed by, tre rii-i::{ the Master Customer Agreement entered into between the Parties,effective as of 6 11' (the "MCA"), and the applicable Addenda. Capitalized terms used in this SPA, but not tie med herein, will have the meanings set forth in the MCA or the applicable Addenda.
1.Addendum. This SPA governs Customer's purchase of certain Motorola software Products, including Software Systems, and will form part of the Parties' Agreement. A "SoftwareSystem" is a solution that includes at least one command center software Product and requires Integration Services to deploy such software Product at a Customer Site or onto any Customer-Provided Equipment or Equipment provided to Customer. In addition to the MCA, other Addenda may be applicable to the Software System or other software Products, including the Subscription Software Addendum ("SSA"), with respect to Subscription Software, and the Equipment Purchase and Software License Addendum ("EPSLA"), with respect to Licensed Software and Equipment, as further described below. This SPA will control with respect to conflicting terms in the MCA or any other applicable Addendum, but only as applicable to the Software System or other software Products purchased under this SPA and not with respect to other Products and Services.
2.Software Systems; Applicable Terms and Conditions.
2.1. On-Premise Software System. If Customer purchases an "on-premises Software System," where Equipment and Licensed Software are installed at Customer Sites or on CustomerProvided Equipment, then, unless the Ordering Document(s) specify that any software is being purchased on a subscription basis (i.e., as Subscription Software), such Equipment and Licensed Software installed at Customer Sites or on Customer-Provided Equipment are subject to the EPSLA. On-premises Software Systems described in this Section qualify for the System Warranty as described in Section 5 -On-Premises Software System Warranty (the "SystemWarranty"). In connection with the on-premises Software System, Customer may also purchase additional Subscription Software that integrates with its on-premises Software System (e.g., CommandCentral Aware) (each, an "Add-On Subscription"). Any Add-On Subscription will be subject to the terms and conditions of the SSA and excluded from the System Warranty.
2.2. On-Premise Software System as a Service. If Customer purchases an "on-premises Software System as a service," where Equipment and software Products are installed at Customer Sites or on Customer-Provided Equipment, and such software is generally licensed on a subscription basis (i.e., as Subscription Software), then such Subscription Software will be subject to the SSA and not the EPSLA. Any (a) Equipment purchased, (b) firmware preinstalled on such Equipment, and (c) Microsoft operating system Licensed Software are subject to the EPSLA. On-premises Software Systems as a service described in this Section are provided as a service and, accordingly, do not qualify for the System Warranty. System completion, however, is determined in accordance with the provisions of Section 3 -Software System Completionbelow.
2.3. Cloud Hosted Software System. If Customer purchases a "cloud hosted Software System," where the applicable software is hosted in a data center and provided to Customer as a service (i.e., as hosted Subscription Software), including CommandCentral Products, then such Subscription Software is subject to the SSA. Any Equipment purchased in connection with a cloud Software System is subject to the EPSLA. Cloud hosted Software Systems described in this
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Section do not qualify for the System Warranty. System completion, however, is determined in
accordance with the provisions of Section 3 -Software System Completion below.
2.4. Services. Any Integration Services or Maintenance and Support Services purchased in
connection with, or included as a part of, a Software System are subject to the MCA, and as
described in the applicable Ordering Document.
3. Software System Completion. Any Software System described in an Ordering
Document hereunder (including the Products, Integration Services, and all other components
thereof) will be deemed completed when all of the following have occurred: (1) Customer has
determination Motorola has completed all milestones identified in the Ordering Document for Final
System Acceptance, (2) Motorola has delivered all Products and Services identified in the
Ordering Document, and (3) Customer has had Beneficial Use of each Product that is included in
the Software System (unless alternative acceptance procedures are set forth in the applicable
Ordering Document) (the "System Completion Date"). Customer will not unreasonably delay
determination of milestone completion or Beneficial Use of any Product within the Software
System, and in any event, the Parties agree that Beneficial Use of a Product will be deemed to
have occurred in accordance with the definition of "Beneficial Use" below. For clarity, if a Software
System is comprised of more than one Product, Motorola may notify Customer that all Integration
Services for a particular Product within the Software System have been completed, and Customer
may have Beneficial Use of such Product prior to having Beneficial Use of other Products in the
Software System, or of the Software System as a whole. In such case, the Integration Services
applicable to such Product will be deemed complete upon Customer's Beneficial Use of the
Product ("Product Completion Date"), which may occur before the System Completion Date. As
used in this Section, "Beneficial Use" means use by Customer's Authorized Users of the material
features and functionalities of a Product within a Software System, in material conformance with
Product descriptions in the applicable Ordering Document, in a production or live-use
environment. This Section applies to Products purchased as part of a Software System
notwithstanding the delivery provisions of the Addendum applicable to such Products, such as
the SSA or EPSLA, and this Section will control over such other delivery provisions to the extent
of a conflict.
4. Payment. Customer will pay invoices for the Products and Services covered by this SPA
in accordance with the invoice payment terms set forth in the MCA. Fees for Software Systems
will be invoiced as of the System Completion Date, unless another payment process or schedule
or milestones are set forth in an Ordering Document or applicable Addendum. In addition to
Equipment, Licensed Software, Subscription Software and Integration Services (as applicable)
sold as part of a Software System, the Ordering Documents for a Software System may also
include post-deployment Integration Services or other Services which are to be provided following
the date of functional demonstration ("Post-Deployment Services"). Post-Deployment Services
will be invoiced upon their completion and paid by Customer in accordance with the terms of the
MCA.
5. On-Premises Software System Warranty. Subject to the disclaimers in the MCA and
any other applicable Addenda, Motorola represents and warrants that, on the System Completion
Date for an on-premises Software System described in Section 2.1 -On-Premises Software
System, or on the applicable Product Completion Date for a specific Product within such on-
premises Software System, if earlier, (a) such Software System or Product will perform in
accordance with the descriptions in the applicable Ordering Documents in all material respects,
and (b) if Customer has purchased any Equipment or Motorola Licensed Software (but, for clarity,
excluding Subscription Software) as part of such on-premises Software System, the warranty
period applicable to such Equipment and Motorola Licensed Software will continue for a period of
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DocuSign Envelope ID: AB201384-94BF-4B0C-B860-74DCD9D59AF5
one (1) year commencing upon the System Completion Date for the Software System that
includes such Products, or on the applicable Product Completion Date, if earlier, instead of
commencing upon delivery of the Products in accordance with the terms and conditions set forth
in Section 6 -Representations and Warranties; Liabilities of the EPSLA. The warranties set
forth in the applicable Addenda are not otherwise modified by this SPA.
6. Prohibited Use. Customer will not integrate or use, or permit a third party or an Authorized
User to integrate or use, any Non-Motorola Content with or in connection with a Software System
or other software Product provided by Motorola under this SPA, without the express written
permission of Motorola.
7. API Support. Motorola will use commercially reasonable efforts to maintain its Application
Programming Interface ("API") offered sold in connection with any Software System. APls will
evolve and mature over time, requiring changes and updates. Motorola will use reasonable efforts
to continue supporting any version of an API for 6 months after such version is introduced, but if
Motorola determines, in its sole discretion, determines to discontinue support of an API for any
reason, Motorola will provide reasonable advance notification to Customer. If an API presents a
security risk, Motorola may discontinue an API without prior notice.
8. Support of Downloaded Clients. If Customer purchases any software Product that
requires a client installed locally on any Customer-Provided Equipment or Equipment in
possession of Customer, Customer will be responsible for downloading and installing the current
version of such client, as it may be updated from time to time. Motorola will use reasonable efforts
to continue supporting any version of a client for forty-five (45) days following the general
availability of a new version release. Motorola may update the current version of its client at any
time, including for security vulnerabilities, bug fixes, product improvements, and feature updates,
and Motorola makes no representations or warranties that any software Product will support prior
versions of a client.
9. Applicable End User Terms. Additional license terms apply to third-party software
included in CAD and Records Products which are available online at:
www.motorolasolutions.com/legal-flow-downs. Customer will comply, and ensure its Authorized
Users comply, with all such additional license terms. Specifically, the following Esri As-a-Service
Terms and Twilio/Sendgrid Acceptable Use Policy apply:
9.1. Esri As-a-Service Terms
Any customer or end-user of Esri software agrees to:
a. Disclaim, to the extent permitted by applicable law, Esri and its licensors' liability for any
damages or loss of any kind, whether direct, special, indirect, incidental, or consequential,
arising from the use of the Esri OEM software(s) including, but not limited to, liability for use of
Esri OEM(s) in high-risk activities or liability related to any data supplied by Esri.
b. Upon notice by Motorola Solutions that its OEM agreement with Esri has terminated or
expired, agrees to (i) cease access and use of Esri OEM software), online services and clear
online services client-side data cache and (ii) cease use, uninstall, remove, and destroy all Esri
OEM software(s) and any whole or partial copies, modifications, or merged portions in any form
and execute and deliver evidence of such actions to Motorola Solutions.
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c. Comply fully with all relevant export laws and regulations of the United States to
ensure that Esri OEM or any direct product thereof, is not exported, directly or indirectly,
in violation of United States law.
d. Not remove or obscure any copyright, trademark notice, or restrictive legend.
e. Accept all terms in any click-through terms included with Esri licensed material.
f. Accept that Esri OEM software may contain some nonconformities, defects, errors, or
omissions. THE HOSTED SOLUTION(S) IS/ARE PROVIDED "AS IS" WITHOUT WARRANTY
OF ANY KIND. Without limiting the generality of the preceding sentence, Esri and its licensors
do not warrant data, on line services, and the Esri OEM software will meet the hosted solutions
end user's needs or expectations, that the use of data, online services, and Esri OEM software
will be uninterrupted, or that all nonconformities can or will be corrected. Esri and its licensors
are not inviting reliance on data, online services, and Esri OEM software and hosted solution
end user should always verify actual data, online services and hosted solutions(s).
g. Not to share its login or password with any other third party or other hosted solution end
user.
9.2 Twilio/Sendgrid Services
Use of the Twilio Services provided hereunder shall be in accordance with theTwilio
Acceptable Use Policy, incorporated below.
Twilio may suspend the Twilio Services immediately upon notice to Customer for cause if: (i)
Customer or an End User materially violates (or Twilio believes, in good faith, that Customer or
an End User has materially violated) any provision of the Twilio Acceptable Use Policy: (ii) there
is an unusual and material spike or increase in Customer's use of the Twilio Services and Twilio
believes, in good faith, that such traffic or use is fraudulent or materially and negatively
impacting the operating capability of the Twilio Services; (iii) Twilio determines, in good faith,
that its provision of the Twilio Services is prohibited by applicable Law. Notwithstanding the
foregoing, Twilio will use commercially reasonable efforts to (x) provide Customer as much prior
notice as possible of any situation its aware of that could lead to a right to suspend described in
this Section 8.3, (y) work with Customer to remedy any situation that could lead to a right to
suspend described in this Section 8.3 if such situation can be remedied, and (z) limit any
suspension as much a possible given the circumstances leading to the suspension (e.g., to
certain phone numbers, sub-accounts or other subset of traffic).
This Acceptable Use Policy ("AUP'') describes rules that apply to any party ("Customer") using
any products and services ("Services") provided by Twilio Inc. or any of its affiliates (collectively,
"Twilio") and any user of any software application or service made available by Customer that
interfaces with the Services ("End User"). The examples described in this AUP are not
exhaustive. Customer is responsible for its End Users' compliance with this AUP. If Customer or
any End User violates this AUP, Twilio may suspend Customer's use of the Services. This AUP
may be updated by Twilio from time to time upon reasonable notice, which may be provided via
Customer's account or e-mail.
No Inappropriate Content or Users. Do not use the Services to transmit or store any content or
communications (commercial or otherwise) that is illegal, harmful, unwanted, inappropriate,
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objectionable, confirmed to be criminal misinformation, or otherwise poses a threat to the public.
This prohibition includes use of the Services by a hate group or content or communications that
originate from a hate group or are exploitive, abusive, or hate speech.
Prohibited Activities. Do not use the Services to engage in or encourage any activity that is
illegal, deceptive, harmful, violating others' rights, or harmful to Twilio's business operations or
reputation, including:
• Violations of Laws. Violating laws, regulations, governmental orders, or industry
standards or guidance in any applicable jurisdiction (collectively, "Applicable Laws") ..
This includes violating Applicable Laws requiring (a) consent be obtained prior to
transmitting, recording, collecting, or monitoring data or communications or (b)
compliance with opt-out requests for any data or communications.
• Interference with the Services. Interfering with or otherwise negatively impacting any
aspect of the Services or any third-party networks that are linked to the Services.
• Reverse Engineering. Reverse engineering, copying, disassembling, or decompiling
the Services.
• Falsification of Identity or Origin. Creating a false identity or any attempt to mislead
others as to the identity of the sender or the origin of any data or communications.
No Service Integrity Violations. Do not violate the integrity of the Services, including:
• Bypassing Service Limitations. Attempting to bypass, exploit, defeat, or disable
limitations or restrictions placed on the Services.
• Security Vulnerabilities. Finding security vulnerabilities to exploit the Services or
attempting to bypass any security mechanism or filtering capabilities.
• Disabling the Services. Any denial of service (DOS) attack on the Services or any other
conduct that attempts to disrupt, disable, or overload the Services.
• Harmful Code or Bots. Transmitting code, files, scripts, agents, or programs intended
to do harm, including viruses or malware, or using automated means, such as bots, to
gain access to or use the
• Services.
• Unauthorized Access. Attempting to gain unauthorized access to the Services.
Data Safeguards. Customer is responsible for determining whether the Services offer
appropriate o safeguards for Customer's use of the Services, including, but not limited to,
any safeguards required by ILQ)
Applicable Laws, prior to transmitting or processing, or prior to permitting End Users to
transmit or process, any data or communications via the Services.
Violations of this AUP, including any prohibited content or communications, may be
reported to .https://www.twilio.com/help/abuse (https://www.twilio.com/help/abuse).
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Customer agrees to immediately report any violation of this Al-JP to Twilio and provide
cooperation, as requested by Twilio, to investigate and/or remedy that violation.
10. Additional Terms for On-Premise Software System as a Service. The terms set forth
in this Section 10 -Additional Terms for On-Premise Software System as a Service apply in
the event Customer purchases an on-premises Software System as a service under this SPA.
10.1. Transition to Subscription License Model. If the Parties mutually agree that any on-
premises Subscription Software purchased under this SPA as part of an on-premises Software
System as a service will be replaced with or upgraded to Subscription Software hosted in a data
center, then upon such time which the Parties execute the applicable Ordering Document, (a) the
licenses granted to such on-premises Subscription Software under the applicable Ordering
Document will automatically terminate, (b) Customer and its Authorized Users will cease use of
the applicable on-premises copies of Subscription Software, and (c) the replacement hosted
Subscription Software provided hereunder will be governed by the terms of the SSA and this SPA.
10.2. Transition Fee. Motorola will not charge additional Fees for Services related to the
transition to hosted Subscription Software, as described in Section 10.1 -Transition to
Subscription License Model. Notwithstanding the foregoing, subscription Fees for the
applicable hosted Subscription Software are subject to the SSA and the applicable Ordering
Document, and may be greater than Fees paid by Customer for on-premises Subscription
Software.
10.3. Software Decommissioning. Upon (a) transition of the on-premises Software System as a
service to Subscription Software hosted in a data center or (b) any termination of the Subscription
Software license for the on-premises Software System as a service, Motorola will have the right
to enter Customer Sites with pre-approval and City escort, and decommission the applicable on-
premises Subscription Software that is installed at Customer's Site or on Customer-Provided
Equipment. For clarity, Customer will retain the right to use Licensed Software that is firmware
incorporated into Equipment purchased by Customer from Motorola and any Microsoft operating
system Licensed Software.
11. Additional Terms for CAD and Records Products. The terms set forth in this Section
11 -Additional Terms for CAD and Records Products apply in the event Customer purchases
any Computer Aided Dispatch ("CAD") or Records Products under this SPA.
11.1. Support Required. Customer acknowledges and agrees that the licenses granted by
Motorola under the Agreement to CAD and Records Products for on-premises Software Systems
are conditioned upon Customer purchasing Maintenance and Support Services for such Products
during the term of the applicable license. If at any time during the term of any such license,
Customer fails to purchase associated Maintenance and Support Services (or pay the fees for
such Services), Motorola will have the right to terminate or suspend the software licenses for CAD
and Record Products, and this SPA or the applicable Ordering Document.
11.2. CJIS Security Policy. Motorola agrees to support Customer's obligation to comply with the
Federal Bureau of Investigation Criminal Justice Information Services ("CJIS") Security Policy
and will comply with the terms of the CJIS Security Addendum for the term of the Addendum or
Ordering Document for the applicable Product. Customer must consent to and escort Motorola
personnel accessing unencrypted Criminal Justice Information for purposes of Product support
and development.
12. Additional Cloud Terms. The terms set forth in this Section 12 -Additional Cloud
Terms apply in the event Customer purchases any cloud hosted software.
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12.1. Data Storage. Motorola will determine, in its sole discretion, the location of the stored
content for cloud hosted software. All data, replications, and backups will be stored at a location
in the United States for Customers in the United States.
12.2. Data Retrieval. Cloud hosted software will leverage different types of storage to optimize
software, as determined in Motorola's sole discretion. For multimedia data, such as videos,
pictures, audio files, Motorola will, in its sole discretion, determine the type of storage medium
used to store the content. The type of storage and medium selected by Motorola will determine
the data retrieval speed. Access to content in archival storage may take up to 24 hours to be
viewable.
12.3. Maintenance. Scheduled maintenance of cloud hosted Software will be performed
periodically. Motorola will make commercially reasonable efforts to notify customers one (1) week
in advance of any such maintenance. Unscheduled and emergency maintenance may be
required from time to time. Motorola will make commercially reasonable efforts to notify customers
of any unscheduled or emergency maintenance 24 hours in advance.
13. Survival. The following provisions will survive the expiration or termination of this SPA for
any reason: Section 1 -Addendum; Section 2 -Software Systems; Applicable Terms and
Conditions; Section 6 -Prohibited Use; Section 9 -Applicable End User Terms; Section
13-Survival.
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Subscription Software Addendum
This Subscription Software Addendum (this "SSA") and the Exhibit to this SSA for CommandCentral Investigate, powered by LexisNexis is entered into between Motorola
Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 ("Motorola")
and the entity set forth in the signature block below or in the MCA ("Customer"), and will be
subject to, and governed by, t e terms of the Master Customer Agreement entered into betweenthe Parties, effective as of ri (the "MCA"). Capitalized terms used in this SSA, but notdefined herein, will have the meanings set forth in the MCA.
1.Addendum. This SSA governs Customer's purchase of Subscription Software (and, if setforth in an Ordering Document, related Services) from Motorola, and will form part of the Parties'Agreement. Additional Subscription Software-specific Addenda or other terms and conditions may
apply to certain Subscription Software, where such terms are provided or presented to Customer.
2.Delivery of Subscription Software.
2.1. Delivery. During the applicable Subscription Term (as defined below), Motorola will
provide to Customer the Subscription Software set forth in an Ordering Document, in accordance
with the terms of the Agreement. Motorola will provide Customer advance notice (which may be
provided electronically) of any planned downtime. Delivery will occur upon Customer's receipt of credentials required for access to the Subscription Software or upon Motorola otherwise providing access to the Subscription Software. If agreed upon in an Ordering Document, Motorola will also
provide Services related to such Subscription Software.
2.2. Modifications. In addition to other rights to modify the Products and Services set forth in the MCA, Motorola may modify the Subscription Software, any associated recurring Services and
any related systems so long as their functionality (as described in the applicable Ordering
Document) is not materially degraded. Documentation for the Subscription Software may be
updated to reflect such modifications. For clarity, new features or enhancements that are added to any Subscription Software may be subject to additional Fees which will be set forth in an
Amendment or Ordering Document.
2.3. User Credentials. If applicable, Motorola will provide Customer with administrative user
credentials for the Subscription Software, and Customer will ensure such administrative user
credentials are accessed and used only by Customer's employees with training on their proper
use. Customer will protect, and will cause its Authorized Users to protect, the confidentiality and
security of all user credentials, including any administrative user credentials, and maintain user credential validity, including by updating passwords. Customer will be liable for any use of the Subscription Software through such user credential (including through any administrative user credentials), including any changes made to the Subscription Software or issues or user impact arising therefrom. To the extent Motorola provides Services to Customer in order to help resolve issues resulting from changes made to the Subscription Software through user credentials, including through any administrative user credentials, or issues otherwise created by Authorized Users, such Services will be billed to Customer on a time and materials basis, and Customer will
pay all invoices in accordance with the payment terms of the MCA which will be set forth in an
Amendment or Ordering Document.
2.4. Beta Services. If Motorola makes any beta version of a software application ("Beta
Service" or software application not available for General Release) available to Customer,
Customer may choose to use such Beta Service at its own discretion, provided, however, that Customer will use the Beta Service solely for purposes of Customer's evaluation of such Beta
Service, and for no other purpose. Customer acknowledges and agrees that all Beta Services are
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DocuSign Envelope ID: AB2013B4-94BF-4B0C-B860-74DCD9D59AF5
offered "as-is" and without any representations or warranties or other commitments or protections
from Motorola. Motorola will determine the duration of the evaluation period for any Beta Service,
in its sole discretion, and Motorola may discontinue any Beta Service at any time. Customer
acknowledges that Beta Services, by their nature, have not been fully tested and may contain
defects or deficiencies.
3. Subscription Software License and Restrictions.
3.1. Subscription Software License. Subject to Customer's and its Authorized Users'
compliance with the Agreement, including payment terms, Motorola hereby grants Customer and
its Authorized Users a limited, non-transferable, non-sublicensable, and non-exclusive license to
use the Subscription Software identified in an Ordering Document, and the associated
Documentation, solely for Customer's internal business purposes. The foregoing license grant will
be limited to use in the territory and to the number of licenses set forth in an Ordering Document
(if applicable), and will continue for the applicable Subscription Term. Customer may access, and
use the Subscription Software only in Customer's owned or controlled facilities, including any
authorized mobile sites; provided, however, that Authorized Users using authorized mobile or
handheld devices may also log into and access the Subscription Software remotely from any
location. No custom development work will be performed under this Addendum.
3.2. End User Licenses. Notwithstanding any provision to the contrary in the Agreement,
certain Subscription Software is governed by a separate license, EULA, or other agreement,
including terms governing third-party software, such as open source software, included in the
Subscription Software. Customer will comply, and ensure its Authorized Users comply, with such
additional license agreements.
3.3. Customer Restrictions. Customers and Authorized Users will comply with the applicable
Documentation and the copyright laws of the United States and all other relevant jurisdictions
(including the copyright laws where Customer uses the Subscription Software) in connection with
their use of the Subscription Software. Customer will not, and will not allow others including the
Authorized Users, to make the Subscription Software available for use by unauthorized third
parties, including via a commercial rental or sharing arrangement; reverse engineer, disassemble,
or reprogram software used to provide the Subscription Software or any portion thereof to a
human-readable form; modify, create derivative works of, or merge the Subscription Software or
software used to provide the Subscription Software with other software; copy, reproduce,
distribute, lend, or lease the Subscription Software or Documentation for or to any third party; take
any action that would cause the Subscription Software, software used to provide the Subscription
Software, or Documentation to be placed in the public domain; use the Subscription Software to
compete with Motorola; remove, alter, or obscure, any copyright or other notice; share user
credentials (including among Authorized Users); use the Subscription Software to store or
transmit malicious code; or attempt to gain unauthorized access to the Subscription Software or
its related systems or networks.
4. Term.
4.1. Subscription Terms. The duration of Customer's subscription to the first Subscription
Software and any associated recurring Services ordered under this SSA (or the first Subscription
Software or recurring Service, if multiple are ordered at once) will commence upon delivery of
such Subscription Software (and recurring Services, if applicable) and will continue for a twelve
(12) month period or such longer period identified in an Ordering Document (the "Initial
Subscription Period"). Following the Initial Subscription Period, Motorola will provide notification
at least ninety (90) days prior to renewal for additional twelve (12) month periods (each, a
"Renewal Subscription Year"). Either Party may notify the other Party of its intent not to renew
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DocuSign Envelope ID: AB2013B4-94BF-4B0C-B860-74DCD9D59AF5
at least thirty (30) days before the conclusion of the then-current Subscription Term. Customer
will provide documentation to affirm renewal via an Amendment or Ordering Document of the
Subscription Software for the Renewal Subscription Year (the Initial Subscription Period and each
Renewal Subscription Year will each be referred to herein as a "Subscription Term".) Motorola
may increase Fees prior to any Renewal Subscription Year. In such case, Motorola will notify
Customer of such proposed increase no later than ninety (90) days prior to commencement of
such Renewal Subscription Year. Unless otherwise specified in the applicable Ordering
Document, if Customer orders any additional Subscription Software or recurring Services under
this SSA during an in-process Subscription Term, the subscription for each new Subscription
Software or recurring Service will (a) commence upon delivery of such Subscription Software or
recurring Service, and continue until the conclusion of Customer's then-current Subscription Term
(a "Partial Subscription Year''), and (b) renew in accordance with the same terms stated herein
for Renewal Subscription Years thereafter, unless either Party notifies the other Party of its intent
not to renew at least thirty (30) days before the conclusion of the then-current Subscription Term.
Thus, unless otherwise specified in the applicable Ordering Document, the Subscription Terms
for all Subscription Software and recurring Services hereunder will be synchronized.
4.2. Term. The term of this SSA (the "SSA Term") will commence upon either (a) the Effective
Date of the MCA, if this SSA is attached to the MCA as of such Effective Date, or (b) the SSA
Date set forth on the signature page below, if this SSA is executed after the MCA Effective Date,
and will continue until the expiration or termination of all Subscription Terms under this SSA,
unless this SSA or the Agreement is earlier terminated in accordance with the terms of the
Agreement.
4.3. Termination. Notwithstanding the termination provisions of the MCA, Motorola may
terminate this SSA (or any Addendum or Ordering Documents hereunder), or suspend delivery
of Subscription Software or Services, after providing 90 days advanced notice to Customer and
an opportunity to cure if (a) Customer breaches Section 3 -Subscription Software License
and Restrictions of this SSA, or any other provision related to Subscription Software license
scope or restrictions set forth in an Addendum or Ordering Document, or (b) it determines that
Customer's use of the Subscription Software poses, or may pose, a security or other risk or
adverse impact to any Subscription Software, Motorola, Motorola's systems, or any third party
(including other Motorola customers). Customer acknowledges that Motorola made a
considerable investment of resources in the development, marketing, and distribution of the
Subscription Software and Documentation, and that Customer's breach of the Agreement will
result in irreparable harm to Motorola for which monetary damages would be inadequate. If
Customer breaches this Agreement, in addition to termination, Motorola may be entitled to all
available remedies at law or in equity (including immediate injunctive relief).
4.4. Wind Down of Subscription Software. In addition to the termination rights in the MCA,
Motorola may terminate any Ordering Document and Subscription Term, in whole or in part, in
the event Motorola plans to cease offering the applicable Subscription Software or Service to
customers. Motorola will provide at least one (1) year advance notice of our intent to cease
offering PremierOne Cloud CAD/Mobile, Aware and In-Car Video as a Service.
5. Payment.
5.1. Payment. Unless otherwise provided in an Ordering Document (and notwithstanding the
provisions of the MCA), Customer will prepay an annual subscription Fee set forth in an Ordering
Document for each Subscription Software and associated recurring Service, before the
commencement of each Subscription Term. For any Partial Subscription Year, the applicable
annual subscription Fee will be prorated based on the number of months in the Partial
Subscription Year. The annual subscription Fee for Subscription Software and associated
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DocuSign Envelope ID: AB2013B4-948F-4B0C-8860-74DCD9D59AF5
recurring Services may include certain one-time Fees, such as start-up fees, license fees, or other
fees set forth in an Ordering Document. After providing reasonable notice and an opportunity to
cure, Motorola will have the right to suspend the Subscription Software and any recurring Services
if Customer fails to make any payments when due.
5.2. Subscription True-Up. Motorola will have the right to conduct an audit of total named users
credentialed by Customer for any Subscription Software during a Subscription Term, and
Customer will cooperate with such audit. If Motorola determines that Customer's usage of the
Subscription Software during the applicable Subscription Term exceeded the total number of
subscriptions purchased by Customer, Motorola may invoice Customer for the additional
subscriptions used by Customer, pro-rated for e·ach additional subscription from the date such
subscription was activated, and Customer will pay such invoice in accordance with the payment
terms in the MCA. Such audits, if conducted, will occur prior to subscription renewal/extension.
6. Liability.
6.1. ADDITIONAL EXCLUSIONS. IN ADDITION TO THE EXCLUSIONS FROM DAMAGES
SET FORTH IN THE MCA, AND NOTWITHSTANDING ANY PROVISION OF THE AGREEMENT
TO THE CONTRARY, MOTOROLA WILL HAVE NO LIABILITY FOR (A) INTERRUPTION OR
FAILURE OF CONNECTIVITY, VULNERABILITIES, OR SECURITY EVENTS; (B) DISRUPTION
OF OR DAMAGE TO CUSTOMER'S OR THIRD PARTIES' SYSTEMS, EQUIPMENT, OR DATA,
INCLUDING DENIAL OF ACCESS TO USERS, OR SHUTDOWN OF SYSTEMS CAUSED BY
INTRUSION DETECTION SOFTWARE OR HARDWARE; (C) AVAILABILITY OR ACCURACY OF
ANY DATA AVAILABLE THROUGH THE SUBSCRIPTION SOFTWARE OR SERVICES, OR
INTERPRETATION, USE, OR MISUSE THEREOF; (D) TRACKING AND LOCATION-BASED
SERVICES; OR (E) BETA SERVICES.
6.2. Voluntary Remedies. Motorola is not obligated to remedy, repair, replace, or refund the
purchase price for the disclaimed or excluded issues in the MCA or Section 6.1 -Additional
Exclusions above.
7. Motorola as a Controller or Joint Controller. In all instances where Motorola acts as a
controller of data, it will comply with the applicable provisions of the Motorola Privacy Statement
at https://www.motorolasolutions.com/en us/abouVprivacy-policy.html#privacystatement, as may
be updated from time to time. Motorola holds all Customer Contact Data as a controller and shall
Process such Customer Contact Data in accordance with the Motorola Privacy Statement. In
instances where Motorola is acting as a joint controller with Customer, the Parties will enter into
a separate Addendum to the Agreement to allocate the respective roles as joint controllers. To
the extent there are conflicts between the Motorola Privacy Statement and terms in this
Addendum, the terms in the Addendum shall control.
8. Survival. The following provisions will survive the expiration or termination of this SSA for
any reason: Section 4 -Term; Section 5 -Payment; Section 6.1 -Additional Exclusions;
Section 8 -Survival.
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DocuSign Envelope ID: AB2013B4-94BF-4B0C-B860-74DCD9D59AF5
Exhibit to Subscription Services Agreement
Command Central Investigate, powered by LexisNexis
Motorola Solutions, Inc. ("Motorola Solutions") is the provider of the service known as
Command Central Investigate, powered by LexisNexis ("Motorola Solutions Services").
Customer agrees to the Motorola Solutions Services pursuant to the following terms and
conditions which are incorporated into the Subscription Services Agreement Signed by
Customer.
1. RESTRICTED LICENSE. Motorola Solutions hereby grants to Customer a restricted
license to use the Motorola Solutions Services, subject to the restrictions and limitations set
forth below:
(i) Generally. Motorola Solutions hereby grants to Customer a restricted license to use the
Motorola Solutions Services solely for Customer's own internal business purposes. Customer
represents and warrants that all of Customer's use of the Motorola Solutions Services shall be
for only legitimate business purposes, including those specified by Customer in connection with
a specific information request, relating to its business and as otherwise governed by these
Master Terms. Customer shall not use the Motorola Solutions Services for marketing purposes
or resell or broker the Motorola Solutions Services to any third-party, and shall not use the
Motorola Solutions Services for personal (non-business) purposes. Customer shall not use the
Motorola Solutions Services to provide data processing services to third-parties or evaluate data
for third-parties or, without Motorola Solutions' consent, to compare the Motorola Solutions
Services against a third party's data processing services.
Customer agrees that, if Motorola Solutions determines or reasonably suspects that continued
provision of Motorola Solutions Services to Customer entails a potential security risk, or that
Customer is in violation of any provision of these Master Terms or law, Motorola Solutions
may provide immediate notification to the Customer and, following a reasonable time to cure,
take immediate action, including, without limitation, terminating the delivery of, and the license
to use, the Motorola Solutions Services. Customer shall not access the Motorola Solutions
Services from Internet Protocol addresses located outside of the United States and its
territories without Motorola Solutions' prior written approval. Customer may not use the
Motorola Solutions Services to create a competing product. Customer shall comply with all
laws, regulations and rules which govern the use of the Motorola Solutions Services and
information provided therein. Motorola Solutions may at any time mask or cease to provide
Customer access to any Motorola Solutions Services or portions thereof which Motorola
Solutions may deem, in Motorola Solutions' sole discretion, to be sensitive or restricted
information, following notice and a reasonable time to cure.
(ii) GLBA Data. Some of the information contained in the Motorola Solutions Services is
"nonpublic personal information," as defined in the Gramm-Leach-Bliley Act, (15 U.S.C. § 6801,
et seq.) and related state laws (collectively, the "GLBA"), and is regulated by the GLBA ("GLBA
Data"). Customer shall not obtain and/or use GLBA Data through the Motorola Solution Services
in any manner that would violate the GLBA, or any similar state or local laws, regulations and
rules. Customer acknowledges and agrees that it may be required to certify its permissible use
of GLBA Data falling within an exception set forth in the GLBA at the time it requests information
in connection with certain Motorola Solutions Services and will recertify upon request by
Motorola Solutions. Customer certifies with respect to GLBA Data received through the Motorola
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DocuSign Envelope ID: AB2013B4-94BF-4B0C-B860-74DCD9D59AF5
Solutions Services that it complies with the lnteragency Standards for Safeguarding Customer
Information issued pursuant to the GLBA.
(iii) DPPA Data. Some of the information contained in the Motorola Solutions Services is
"personal information," as defined in the Drivers Privacy Protection Act, (18 U.S.C. § 2721 et
seq.) and related state laws (collectively, the "DPPA"), and is regulated by the DPPA ("DPPA
Data"). Customer shall not obtain and/or use DPPA Data through the Motorola Solutions
Services in any manner that would violate the DPPA. Customer acknowledges and agrees that
it may be required to certify its permissible use of DPPA Data at the time it requests information
in connection with certain Motorola Solutions Services and will recertify upon request by
Motorola Solutions.
(iv) Social Security and Driver's License Numbers. Motorola may in its sole discretion permit
Customer to access full social security numbers (nine (9) digits) and driver's license numbers
(collectively, "QA Data"). If Customer is authorized by Motorola Solutions to receive QA Data,
and Customer obtains QA Data through the Motorola Solutions Services, Customer certifies it
will not use the QA Data for any purpose other than as expressly authorized by Motorola
Solutions policies, the terms and conditions herein, and applicable laws and regulations. In
addition to the restrictions on distribution otherwise set forth in Paragraph 3 below, Customer
agrees that it will not permit QA Data obtained through the Motorola Solutions Services to be
used by an employee or contractor that is not an Authorized User with an Authorized Use.
Customer agrees it will certify, in writing, its uses for QA Data and recertify upon request by
Motorola Solutions. Customer may not, to the extent permitted by the terms of these Master
Terms, transfer QA Data via email or ftp without Motorola Solutions' prior written consent.
However, Customer shall be permitted to transfer such information so long as: 1) a secured
method (for example, sftp) is used, 2) transfer is not to any third-party, and 3) such transfer is
limited to such use as permitted under these Master Terms. Motorola Solutions may at any time
and for any or no reason cease to provide or limit the provision of QA Data to Customer.
(v) Copyrighted and Trademarked Materials. Customer shall not remove or obscure any
trademarks, copyright notices or other notices contained on materials accessed through the
Motorola Solutions Services.
(vi) Additional Terms. To the extent that the Motorola Solutions Services accessed by
Customer include information or data described in the Risk Supplemental Terms contained at:
www.lexisnexis.com/terms/risksupp, Customer agrees to comply with the Risk Supplemental
Terms set forth therein. Additionally, certain other information contained within the Motorola
Solutions Services is subject to additional obligations and restrictions. These services include,
without limitation, news, business information, and federal legislative and regulatory materials.
To the extent that Customer receives such news, business information, and federal legislative
and regulatory materials through the Motorola Solutions Services, Customer agrees to comply
with the Terms and Conditions contained at: http://www.lexisnexis.com/terms/general.aspx (the
"L&P Terms"). The Risk Supplemental Terms and the L&P Terms are hereby incorporated into
these Master Terms by reference. In the event of a direct conflict between these Master Terms,
the Risk Supplemental Terms, and the L&P Terms, the order of precedence shall be as follows:
these Master Terms, the Risk Supplemental Terms and then the L&P Terms.
(vii) MVR Data. If Customer is permitted to access Motor Vehicle Records ("MVR Data") from
Motorola Solutions, without in any way limiting Customer's obligations to comply with all state
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OocuSign Envelope ID: AB2013B4-94BF-4B0C-B860-74OCO9O59AF5
and federal laws governing use of MVR Data, the following specific restrictions apply and are
subject to change:
(a) Customer shall not use any MVR Data provided by Motorola Solutions, or portions
of information contained therein, to create or update a file that Customer uses to
develop its own source of driving history information.
(b) As requested by Motorola Solutions, Customer shall complete any state forms that
Motorola Solutions is legally or contractually bound to obtain from Customer before
providing Customer with MVR Data.
(c) Motorola Solutions (and certain Third-Party vendors) may conduct reasonable and
periodic audits of Customer's use of MVR Data. In response to any such audit,
Customer must be able to substantiate the reason for each MVR Data order.
(viii) HIPAA Customer represents and v-,:arrants that Customer will not provide Motorola
Solutions with any Protected Health Information (as that term is defined in 45 C.F.R. Sec.
160.103) or with Electronic Health Records or Patient Health Records (as those terms are
defined in 42 U.S.C. Sec. 17921(5), and 42 U.S.C. Sec. 17921(11), respectively) or with
information from such records without the execution of a separate agreement between the
parties.
(ix) Economic Sanctions Laws. Customer acknowledges that Motorola Solutions is subject to
economic sanctions laws, including but not limited to those enforced by the U.S. Department of
the Treasury's Office of Foreign Assets Control ("OFAC"), the European Union, and the United
Kingdom. Accordingly, Customer shall comply with all economic sanctions laws of the United
States, the European Union, and the United Kingdom. Customer shall not provide access to
Motorola Solutions Services to any individuals identified on OFAC's list of Specially Designated
Nationals ("SON List"), the UK's HM Treasury's Consolidated List of Sanctions Targets, or the
EU's Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions.
Customer shall not take any action which would place Motorola Solutions in a position of non-
compliance with any such economic sanctions laws.
(x) Retention of Records. For uses of GLB Data, DPPA Data and MVR Data, as described in
Sections 2(ii), 2(iii) and 2(vii), Customer shall maintain for a period of five (5) years a complete
and accurate record (including consumer identity, purpose and, if applicable, consumer
authorization) pertaining to every access to such data.
(xi) Software. To the extent that Customer is using software provided by Motorola Solutions
("Software"), whether hosted by Motorola Solutions or installed on Customer's equipment, such
Software shall be deemed provided under a limited, revocable license, for the sole purpose of
using the Motorola Solutions Services. In addition, the following terms apply: Customer shall
not (a) use the Software to store or transmit infringing, libelous, or otherwise unlawful or tortuous
material, or to store or transmit material in violation of third-party privacy rights, (b) use the
Software to store or transmit spyware, adware, other malicious programs or code, programs
that infringe the rights of others, or programs that place undue burdens on the operation of the
Software, or (c) interfere with or disrupt the integrity or performance of the Software or data
contained therein . The use of the Software will be subject to any other restrictions (such as
number of users, features, or duration of use) agreed to by the parties or as set forth in a
Schedule A.
(xii) Non-FCRA Use Restrictions. The LN Services described in a Schedule A (as defined in
these Master Terms) as Non-FCRA are not provided by "consumer reporting agencies," as that
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DocuSign Envelope ID: AB201384-94BF-4B0C-8860-74DCD9D59AF5
term is defined in the Fair Credit Reporting Act (15 U.S.C. § 1681, et seq.) ("FCRA") and do not
constitute "consumer reports," as that term is defined in the FCRA (the "Non-FCRA LN
Services"). Accordingly, the Non-FCRA LN Services may not be used in whole or in part as a
factor in determining eligibility for credit, insurance, employment or another purpose in
connection with which a consumer report may be used under the FCRA. Further, (A) Customer
certifies that it will not use any of the information it receives through the Non-FCRA LN Services
to determine, in whole or in part an individual's eligibility for any of the following products,
services or transactions: (1) credit or insurance to be used primarily for personal, family or
household purposes; (2) employment purposes; (3) a license or other benefit granted by a
government agency; or (4) any other product, service or transaction in connection with which a
consumer report may be used under the FCRA or any similar state statute, including without
limitation apartment rental, check-cashing, or the opening of a deposit or transaction account;
(B) by way of clarification, without limiting the foregoing, Customer may use, except as otherwise
prohibited or limited by the Master Terms, information received through the Non-FCRA LN
Services for the following purposes: (1) to verify or authenticate an individual's identity; (2) to
prevent or detect fraud or other unlawful activity; (3) to locate an individual; (4) to review the
status of a legal proceeding; (5) to determine whether to buy or sell consumer debt or a portfolio
of consumer debt in a commercial secondary market transaction, provided that such
determination does not constitute in whole or in part, a determination of an individual consumer's
eligibility for credit or insurance to be used primarily for personal, family or household purposes;
(C) specifically, if Customer is using the Non-FCRA LN Services in connection with collection of
a consumer debt on its own behalf, or on behalf of a third party, Customer shall not use the
Non-FCRA LN Services: (1) to revoke consumer credit; (2) to accelerate, set or change
repayment terms; or (3) for the purpose of determining a consumer's eligibility for any repayment
plan; provided, however, that Customer may, consistent with the certification and limitations set
forth in this Section, use the Non-FCRA LN Services for identifying, locating, or contacting a
consumer in connection with the collection of a consumer's debt or for prioritizing collection
activities; and (D) Customer shall not use any of the information it receives through the Non-
FCRA LN Services to take any "adverse action," as that term is defined in the FCRA.
(xiii) FCRA Services. If a Customer desires to use a product described in a Schedule A
(Customer price schedule) as an FCRA product, Customer will execute an FCRA Addendum to
the Master Terms. The FCRA product will be delivered by an affiliate of LNRSFL, LexisNexis
Risk Solutions Inc., in accordance with the terms and conditions of the Master Terms.
2. TERMS APPLICABLE TO PUBLIC SAFETY DATA EXCHANGE DATABASE
I. Public Safety Data Exchange Database
1. Motorola Solutions maintains the LexisNexis Public Safety Data Exchange Database
("PSDEX"), which contains information related to public safety and state and local law
enforcement investigations. PSDEX is compiled from information submitted by PSDEX
customers and enhanced by Motorola Solutions data and technology.
2. In exchange for good and valuable consideration, including access to PSDEX, Customer
hereby agrees to contribute public safety information that may be used for analysis,
investigations and reporting (the "Customer Data Contribution").
3. LN's obligations.
a. Motorola Solutions agrees to provide PSDEX information to Customer.
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DocuSign Envelope ID: AB201384-94BF-4B0C-8860-74DCD9D59AF5
b. Motorola Solutions agrees to provide Customer with instructions for submitting
information to the PSDEX database and for using the PSDEX service.
4. Customer obligations.
a. Customer agrees to submit to Motorola Solutions, with reasonable promptness
and consistency, Customer Data Contributions.
b. Customer acknowledges and agrees that it is solely responsible for the content
of the Customer Data Contributions submitted to Motorola Solutions and that it
shall use reasonable care to ensure the information submitted is a reasonable
reflection of the actual report. Each submission to Motorola Solutions with
respect to an incident or subject constitutes a Customer Data Contribution.
c. Customer's disclosure of information to Motorola Solutions is and will be in
compliance with all applicable laws, regulations and rulings.
d. Customer agrees to notify Motorola Solutions promptly of any change in status,
factual background, circumstances or errors concerning any Customer Data
Contribution previously provided to Motorola Solutions. Customer further agrees
to submit corrected information in a timely manner. Customer agrees that it will
fully and promptly cooperate with Motorola Solutions should any inquiry about
the Customer Data Contributions arise.
e. The following named individual/department shall serve as the contact person(s)
for submissions made to Motorola Solutions. The contact person shall respond
to requests from Motorola Solutions for clarification or updates on incident
reports submitted by Customer during normal business hours, and Customer will
not reasonably withhold from Motorola Solutions information on any such
submission. Motorola Solutions shall not reveal the identity of the Customer's
contact person(s) to any other PSDEX customer without Customer's consent.
Name: Mickey Williams
Title: Police Chief
Address: ~?-5....,6....,0........,O ... c ... ia~□~W~a...,y,..,,~G-a~rls-h-a~d...,,_.C........,A....,9""2_0_1~0-___ _
Phone: (760) 931-2197
Fax: (760) 931-84 73
Email: mickey.williams@carlsbadca.gov
f. Customer agrees that it will access information contributed to PSDEX by other
customers only through Motorola Solutions.
g. Customer agrees that Motorola Solutions and all other PSDEX customers shall
not be liable to Customer, and Customer hereby releases Motorola Solutions and
all other PSDEX customers from liability to Customer, for any claims, damages,
liabilities, losses and injuries arising out of, or caused in whole or in part by
Motorola Solutions or each such other PSDEX customer's negligence, gross
negligence, willful misconduct and other acts and omissions in reporting or
updating incidents of alleged wrongdoing for inclusion in PSDEX. Other PS DEX
customers are intended to be third party beneficiaries of this paragraph.
II. Public Safety Exchange Database General Terms
1. LICENSE GRANT. Customer, at no charge, hereby grants to Motorola Solutions a
paid up, irrevocable, worldwide, non-exclusive license to use, adapt, compile,
aggregate, create derivative work_s, transfer, transmit, publish and distribute to PSDEX
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DocuSign Envelope ID: AB2013B4-94BF-4B0C-B860-74DCD9D59AF5
customers the Customer Data Contributions for use in PSDEX and all successor
databases and/or information services provided by Motorola Solutions or LexisNexis.
2. GOOGLE GEOCODER. Motorola Solutions used Google Geocoder to geocode
address locations that do not already contain "X" and "Y" coordinates. Any "X" and "Y"
coordinate information provided by the Customer is assumed by Motorola Solutions to
be accurate and will not be geocoded by Google Geocoder. Crime dot locations
geocoded by Google Geocoder as displayed in PSDEX are approximate due to
automated location methods and address inconsistencies.
3. DATA DISCLAIMER. Motorola Solutions is not responsible for the loss of any data
or the accuracy of the data, or for any errors or omissions in the Motorola Solutions
Services or the use of the Motorola Solutions Services or data therein by any third party,
including the public or any law enforcement or governmental agencies.
4. LINKS TO THIRD PARTY SITES. PSDEX may contain links or produce search
results that reference links to third party websites ("Linked Sites"). Motorola Solutions
has no control over these Linked Sites or the content within them. Motorola Solutions
cannot and does not guarantee, represent, or warrant that the content contained in the
Linked Sites, including, without limitation other links, is accurate, legal, and/or
inoffensive. Motorola Solutions does not endorse the content of any Linked Site, nor
does it warrant that a Linked Site will not contain computer viruses or other harmful code.
By using PS DEX to search for or link to Linked Sites, Customer agrees and understands
that such use is entirely at its own risk, and that Customer may not make any claim
against Motorola Solutions for any damages or losses whatsoever resulting from such
use.
5. OWNERSHIP OF SUBMITTED CONTENT. All information provided by a PSDEX
customer is offered and owned by that customer. Unless otherwise indicated by such
customer, all data will be retained by Motorola Solutions and remain accessible by other
PSDEX customers in accordance with the provisions of this Addendum and a de-
identified subset of the data will remain available to the general public through the
CrimeReports.com service or its successor database.
3. SECURITY.
3.1 Security of Information. Customer acknowledges that the information available
through the Motorola Solutions Services may include personally identifiable information and it
is Customer's obligation to keep all such accessed information confidential and secure.
Customer must name a System Administrator who will be responsible for maintaining the
following records: 1) User IDs including a complete list of each user name associated with
each User ID, ensuring that each User ID is assigned to only one individual. User IDs and
passwords may not be shared, and "generic" User IDs and passwords are not permitted. 2)
Documentation of monthly verification to ensure that each active User ID corresponds to a
Customer's current employee, and confirming that employee is an authorized user. User IDs
will conform to the standards at https://www.fbi.gov/services/cjis/cjis-security-policy-resource-
center. Accordingly, Customer shall (a) restrict access to Motorola Solutions Services to those
employees who have a need to know as part of their official duties; (b) ensure that none of its
employees shall (i) obtain and/or use any information from the Motorola Solutions Services for
personal reasons, or (ii) transfer any information received through the Motorola Solutions
Services to any party except as permitted hereunder; (c) keep all user identification numbers,
and related passwords, or other security measures (collectively, "User IDs") confidential and
prohibit the sharing of User IDs; (d) immediately deactivate the User ID of any employee who
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DocuSign Envelope ID: AB2013B4-94BF-4BOC-B860-74DCD9D59AF5
no longer has a need to know, or for terminated employees on or prior to the date of
termination; (e) in addition to any obligations under Paragraph 1, take all commercially
reasonable measures to prevent unauthorized access to, or use of, the Motorola Solutions
Services or data received therefrom, whether the same is in electronic form or hard copy, by
any person or entity; (f) maintain and enforce data destruction procedures to protect the
security and confidentiality of all information obtained through Motorola Solutions Services as
it is being disposed; (g) purge all information received through the Motorola Solutions Services
within ninety (90) days of initial receipt; provided that Customer may extend such period if and
solely to the extent such information is retained thereafter in archival form to provide
documentary support required for Customer's legal or regulatory compliance efforts; (h) be
capable of receiving the Motorola Solutions Services where the same are provided utilizing
"secure socket layer," or such other means of secure transmission as is deemed reasonable
by Motorola Solutions; (i) not access and/or use the Motorola Solutions Services via
mechanical, programmatic, robotic, scripted or other automated search means, other than
through batch or machine-to-machine applications approved by Motorola Solutions; U) take all
steps to protect their networks and computer environments, or those used to access the
Motorola Solutions Services, from compromise; (k) on at least a quarterly basis, review
searches performed by its User IDs to ensure that such searches were performed for a
legitimate business purpose and in compliance with all terms and conditions herein; and (I)
maintain policies and procedures to prevent unauthorized use of User IDs and the Motorola
Solutions Services. Customer will immediately notify Motorola Solutions, by written notification
to Motorola Solutions, if Customer suspects, has reason to believe or confirms that a User ID
or the Motorola Solutions Services (or data derived directly or indirectly therefrom) is or has
been lost, stolen, compromised, misused or used, accessed or acquired in an unauthorized
manner or by any unauthorized person, or for any purpose contrary to the terms and
conditions herein.
3.2 Security Events. To the extent permitted under applicable law, Customer shall
remain solely liable for all costs associated therewith and shall further reimburse Motorola
Solutions for any expenses it incurs due to Customer's failure to prevent such impermissible
use or access of User IDs and/or the Motorola Solutions Services, or any actions required as
a result thereof. Furthermore, in the event that the Motorola Solutions Services provided to the
Customer include personally identifiable information (including, but not limited to, social
security numbers, driver's license numbers or dates of birth), the following shall apply:
Customer acknowledges that, upon unauthorized acquisition or access of or to such
personally identifiable information, including but not limited to that which is due to use by an
unauthorized person or due to unauthorized use (a "Security Event"), Customer shall, in
compliance with law, notify the individuals whose information was potentially accessed or
acquired that a Security Event has occurred, and shall also notify any other parties (including
but not limited to regulatory entities and credit reporting agencies) as may be required in
Motorola Solutions' reasonable discretion. Customer agrees that such notification shall not
reference Motorola Solutions or the product through which the data was provided, nor shall
Motorola Solutions be otherwise identified or referenced in connection with the Security Event,
without Motorola Solutions' express written consent. Customer shall be solely responsible for
any other legal or regulatory obligations which may arise under applicable law in connection
with such a Security Event and shall bear all costs associated with complying with legal and
regulatory obligations in connection therewith. To the extent permitted under applicable law,
Customer shall remain solely liable for claims that may arise from a Security Event, including,
but not limited to, costs for litigation (including attorneys' fees), and reimbursement sought by
individuals, including but not limited to, costs for credit monitoring or allegations of loss in
connection with the Security Event. Customer shall provide samples of all proposed materials
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DocuSign Envelope ID: AB2013B4-94BF-4B0C-8860-74DCD9D59AF5
to notify consumers and any third-parties, including regulatory entities, to Motorola Solutions
for review and approval prior to distribution. In the event of a Security Event, Motorola
Solutions may, in its sole discretion, take immediate action, including suspension or
termination of Customer's account, without further obligation or liability of any kind.
4. PERFORMANCE. Motorola Solutions will use commercially reasonable efforts to
deliver the Motorola Solutions Services requested by Customer and to compile
information gathered from selected public records and other sources used in the
provision of the Motorola Solutions Services; provided, however, that the Customer
accepts all information "AS IS". Customer acknowledges and agrees that Motorola
Solutions obtains its data from third party sources, which may or may not be completely
thorough and accurate, and that Customer shall not rely on Motorola Solutions for the
accuracy or completeness of information supplied through the Motorola Solutions
Services. Without limiting the foregoing, the criminal record data that may be provided
as part of the Motorola Solutions Services may include records that have been
expunged, sealed, or otherwise have become inaccessible to the public since the date
on which the data was last updated or collected. Customer understands that Customer
may be restricted from accessing certain Motorola Solutions Services which may be
otherwise available. Motorola Solutions reserves the right to add materials and features
to, and to discontinue offering any of the materials and features that are currently a part
of, the Motorola Solutions Services. In the event that Motorola Solutions discontinues a
material portion of the materials and features that Customer regularly uses in the
ordinary course of its business, and such materials and features are part of a flat fee
subscription plan to which Customer has subscribed, Motorola Solutions will, at
Customer's option, issue a prorated credit to Customer's account.
s. INTELLECTUAL PROPERTY; CONFIDENTIALITY. Customer agrees that
Customer shall not reproduce, retransmit, republish, or otherwise transfer for any
commercial purposes the Motorola Solutions Services. Customer acknowledges that
Motorola Solutions (and/or its third party data providers) shall retain all right, title, and
interest under applicable contractual, copyright, patent, trademark, Trade Secret and
related laws in and to the Motorola Solutions Services and the information that they
provide. Customer shall use such materials in a manner consistent with Motorola
Solutions' interests and the terms and conditions herein, and shall promptly notify
Motorola Solutions of any threatened or actual infringement of Motorola Solutions' rights.
Customer and Motorola Solutions acknowledge that they each may have access to
confidential information of the disclosing party ("Disclosing Party") relating to the
Disclosing Party's business including, without limitation, technical, financial, strategies
and related information, computer programs, algorithms, know-how, processes, ideas,
inventions (whether patentable or not), schematics, Trade Secrets (as defined below)
and other information (whether written or oral), and in the case of Motorola Solutions'
information, product information, pricing information, product development plans,
forecasts, the Motorola Solutions Services, and other business information ("Confidential
Information"). Confidential Information shall not include information that: (i) is or
becomes (through no improper action or inaction by the Receiving Party (as defined
below)) generally known to the public; (ii) was in the Receiving Party's possession or
known by it prior to receipt from the Disclosing Party; (iii) was lawfully disclosed to
Receiving Party by a third-party and received in good faith and without any duty of
confidentiality by the Receiving Party or the third-party; or (iv) was independently
developed without use of any Confidential Information of the Disclosing Party by
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DocuSign Envelope ID: AB201384-94BF-4B0C-8860-74DCD9D59AF5
employees of the Receiving Party who have had no access to such Confidential
Information. "Trade Secret" shall be deemed to include any information which gives the
Disclosing Party an advantage over competitors who do not have access to such
information as well as all information that fits the definition of "trade secret" set forth
under applicable law. Each receiving party ("Receiving Party") agrees not to divulge any
Confidential Information or information derived therefrom to any third-party and shall
protect the confidentiality of the Confidential Information with the same degree of care it
uses to protect the confidentiality of its own confidential information and trade secrets,
but in no ~vent less than a reasonable degree of care. Notwithstanding the foregoing,
the Receiving Party may disclose Confidential Information solely to the extent required
by subpoena, court order or other governmental authority, provided that the Receiving
Party shall give the Disclosing Party prompt written notice of such subpoena, court order
or other governmental authority so as to allow the Disclosing Party to have an
opportunity to obtain a protective order to prohibit or restrict such disclosure at its sole
cost and expense. Confidential Information disclosed pursuant to subpoena, court order
or other governmental authority shall otherwise remain subject to the terms applicable
to Confidential Information. Each party's obligations with respect to Confidential
Information shall continue for the term of these Master Terms and for a period of five (5)
years thereafter, provided however, that with respect to Trade Secrets, each party's
obligations shall continue for so long as such Confidential Information continues to
constitute a Trade Secret. Notwithstanding the foregoing, if Customer is bound by the
Freedom of Information Act, 5 U.S.C. 552, or other federal, state, or municipal open
records laws or regulations which may require disclosure of information, and disclosure
thereunder is requested, Customer agrees that it shall notify Motorola Solutions in writing
and provide Motorola Solutions an opportunity to object, if so permitted thereunder, prior
to any disclosure.
6. DISCLAIMER OF WARRANTIES. MOTOROLA SOLUTIONS (SOLELY
FOR PURPOSES OF INDEMNIFICATION, DISCLAIMER OF WARRANTIES, AND
LIMITATION ON LIABILITY, MOTOROLA SOLUTIONS, ITS SUBSIDIARIES AND
AFFILIATES, AND ITS DATA PROVIDERS ARE COLLECTIVELY REFERRED TO
("MOTOROLA SOLUTIONS") DOES NOT MAKE AND HEREBY DISCLAIMS ANY
WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE MOTOROLA
SOLUTIONS SERVICES. MOTOROLA SOLUTIONS DOES NOT WARRANT THE
CORRECTNESS, COMPLETENESS, MERCHANTABILITY, OR FITNESS FOR A
PARTICULAR PURPOSE OF THE MOTOROLA SOLUTIONS SERVICES OR
INFORMATION PROVIDED THEREIN. Due to the nature of public record information,
the public records and commercially available data sources used in the Motorola
Solutions Services may contain errors. Source data is sometimes reported or entered
inaccurately, processed poorly or incorrectly, and is generally not free from defect. The
Motorola Solutions Services are not the source of data, nor are they a comprehensive
compilation of the data. Before relying on any data, it should be independently verified.
7. LIMITATION OF LIABILITY. Neither Motorola Solutions, nor its subsidiaries and
affiliates, nor any third-party data provider shall be liable to Customer (or to any person
claiming through Customer to whom Customer may have provided data from the
Motorola Solutions Services) for any loss or injury arising out of or caused in whole or in
part by use of the Motorola Solutions Services. If, notwithstanding the foregoing, liability
can be imposed on Motorola Solutions, Customer agrees that Motorola Solutions'
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DocuSign Envelope ID: AB201384-94BF-4B0C-B860-74DCD9O59AF5
8.
9.
10.
aggregate liability for any and all losses or injuries arising out of any act or omission of
Motorola Solutions in connection with anything to be done or furnished under these
Master Terms, regardless of the cause of the loss or injury, and regardless of the nature
of the legal or equitable right claimed to have been violated, shall never exceed the
amount of fees actually paid by Customer to Motorola Solutions under this Agreement
during the six (6) month period preceding the event that gave rise to such loss or injury.
Customer covenants and promises that it will not sue Motorola Solutions for an amount
greater than such sum even if Customer and/or third-parties were advised of the
possibility of such damages and that it will not seek punitive damages in any suit against
Motorola Solutions. IN NO EVENT SHALL Motorola Solutions BE LIABLE FOR ANY
INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, HOWEVER
ARISING, INCURRED BY CUSTOMER.
AUDIT. Customer understands and agrees that, in order to ensure compliance with the
FCRA, GLBA, DPPA, other similar state or federal laws, regulations or rules, regulatory
agency requirements of these Master Terms, Motorola Solutions' obligations under its
contracts with its data providers, and Motorola Solutions' internal policies, Motorola
Solutions may conduct periodic reviews and/or audits of Customer's use of the Motorola
Solutions Services. Customer agrees to cooperate fully with any and all audits and to
respond to any such audit inquiry within ten (10) business days, unless an expedited
response is required. Violations discovered in any review and/or audit by Motorola
Solutions will be subject to immediate action including, but not limited to, suspension or
termination of the license to use the Motorola Solutions Services, reactivation fees, legal
action, and/or referral to federal or state regulatory agencies.
EMPLOYEE TRAINING. Customer shall train new employees prior to allowing
access to Motorola Solutions Services on Customer's obligations under these Master
Terms, including, but not limited to, the licensing requirements and restrictions under
Paragraph 1, the security requirements of Paragraph 3. Customer shall conduct a similar
review of its obligations under these Master Terms with existing employees who have
access to Motorola Solutions Services no less than annually. Customer shall keep
records of such training.
CUSTOMER INFORMATION. Customer certifies that Customer has not been the
subject of any proceeding regarding any trust-related matter including, but not limited to,
fraud, counterfeiting, identity theft and the like, and that Customer has not been the
subject of any civil, criminal or regulatory matter that would create an enhanced security
risk to Motorola Solutions, the Motorola Solutions Services or the data, including but not
limited to, any matter involving potential violations of the GLBA, the DPPA, the FCRA,
the Fair Debt Collection Practices Act ("FDCPA") (15 U.S.C. § 1692-1692p) or any other
similar legal or regulatory guidelines. If any such matter has occurred, Customer shall
attach a signed statement, along with all relevant supporting documentation, providing
all details of this matter prior to execution of this Agreement. Customer shall notify
Motorola Solutions immediately of any changes to the information on Customer's
Application for the Motorola Solutions Services, and, if at any time Customer no longer
meets Motorola Solutions' criteria for providing service, Motorola Solutions may
terminate this agreement. Customer is required to promptly notify Motorola Solutions of
a change in ownership of Customer, any change in the name of Customer, and/or any
change in the physical address of Customer.
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