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ALLY Subscription Agreement

PLEASE READ THIS ALLY SUBSCRIPTION AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE ACCEPTING THIS AGREEMENT AND SUBSCRIBING TO USE THE SERVICE DESCRIBED IN THIS AGREEMENT. BY CLICKING “I ACCEPT” BELOW OR BY USING THE ALLY WEBSITE (“SITE”) AND ITS SERVICE, YOU INDICATE YOUR ACCEPTANCE OF THE ENTIRE AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, CLICK “I DO NOT ACCEPT” BELOW AND DO NOT USE THE SERVICE.

THIS AGREEMENT GOVERNS YOUR USE OF MOTOROLA’S ALLY SERVICE. IF YOU REGISTER FOR A FREE TRIAL FOR MOTOROLA’s ALLY SERVICE, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL. This Agreement is effective between You and Motorola Solutions, Inc. (“Motorola”) as of the date You accept this Agreement.

If you are entering into this Agreement on behalf of a governmental agency or other entity, You represent that You have the authority to bind such entity to these terms and conditions. If you are a User accessing the Service in connection with the business of such an entity, the entity must first have agreed to the terms of this Agreement, and this Agreement is also binding upon you individually.

You may not access the Service if You are a direct competitor of Spillman, except with Spillman’s express prior written consent. In addition, You may not access the Service for purposes of monitoring it for any benchmarking or competitive purposes.

1. DEFINITIONS

“Effective Date” means the date when You first have access to the Service.

"Malicious Code" means any virus, worm, trap door, back door, snoopware, spyware, malicious logic, Trojan horse, time bomb or other malicious functionality that would intentionally erase or render data and programs unusable or intentionally interfere with or monitor the Service or Your computer system.

"Order Form" means the electronic or written documents for placing orders hereunder, that are entered into between You and Motorola from time to time, including addenda and supplements thereto. Order Forms are incorporated into this Agreement by reference.

"Service" means the Ally subscription service and any related products and services that are made available by Motorola online via the customer login link at https://ally.motorolasolutions.com/terms and/or other web pages designated by Motorola, including associated offline components. “Service” excludes Third Party Applications.

"Third Party Applications" means online applications and offline software products that are provided by entities or individuals other than Motorola and are clearly identified as such, and that interoperate with the Service, including but not limited to those listed on the Site.

"Users" means your employees who are authorized by You to use the Service for the benefit of your own internal business, for whom subscriptions to a Service have been ordered, and who have been supplied user identifications and passwords by You (or by Motorola at Your request). You may only permit consultants or other third parties to become Users with Motorola’s express prior written consent.

"You" or "Your" means the agency or other legal entity on behalf of which the person accepting this Agreement is acting, and/or individual Users accessing the Service on behalf of such entity, as applicable.

"Your Data" means all electronic data or information submitted by You to the Service.

2. FREE TRIAL.

If You register for a free trial at www.motorolasolutions.com, Motorola will make the Service available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered or are registering to use the applicable Service or (b) the start date of any purchased Service ordered by You. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

ANY DATA YOU ENTER INTO THE SERVICE, AND ANY CUSTOMIZATIONS MADE TO THE SERVICE BY OR FOR YOU, DURING YOUR FREE TRIAL PERIOD WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICE OR UPGRADED SERVICE, BEFORE THE END OF THE TRIAL PERIOD. DURING THE FREE TRIAL PERIOD THE SERVICE IS PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND, NOTWITHSTANDING SECTION 9 (WARRANTIES AND LIMITATIONS).

3. PURCHASED SERVICE

3.1. Provision of Purchased Service. Motorola will make the Service available to You pursuant to the terms of this Agreement and the relevant Order Forms during a purchased subscription term. You agree that Your purchase of the Service is not dependent on any promises or representations that may have been made by Motorola representatives with respect to any future features or functions of the Service.

3.2. User Subscriptions. Unless otherwise specified in the applicable Order Form, (i) the Service is purchased as User subscriptions and may be accessed by no more than the specified number of Users, (ii) additional User subscriptions may be added during the applicable subscription term at the same pricing as that for the pre-existing subscriptions thereunder, prorated for the remainder of the subscription term in effect at the time the additional User subscriptions are added, and (iii) the added User subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated Users only and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Service.

4. USE OF THE SERVICE

4.1. Motorola’s Responsibilities. Motorola shall:

(a) provide Motorola’s basic support for purchased Service to You at no additional charge, and/or upgraded support if purchased separately;

(b) use commercially reasonable efforts to allow You to access the Service seven (7) days per week, twenty-four (24) hours per day, excluding downtime (i) scheduled in advance for maintenance on a periodic basis, (ii) due to faults caused by You or Your system, or (iii) due to other causes outside of the reasonable control of Motorola, including without limitation interruption of Internet services by any third party network or ISP; and

(c) maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. Motorola will not (i) modify Your Data, (ii) disclose Your Data except as compelled by law or as expressly permitted or instructed by You (or a third party agency authorized by you) in writing, or (iii) use Your Data except to provide the Service and to address service or technical problems, or at Your request in connection with support or other matters.

4.2 Your Responsibilities. You shall:

(a) be responsible for Users’ compliance with this Agreement;

(b) be responsible for the accuracy, quality and legality of Your Data and of the means by which You acquired Your Data;

(c) use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and notify Motorola promptly of any such unauthorized access or use;

(d) use the Service only in accordance with Motorola’s user instructions and applicable laws and government regulations;

(e) designate a Motorola Application Administrator who is qualified to operate the Service, and is familiar with the information, calculations, and reports that serve as input and output of the Service. Motorola reserves the right to refuse assistance or to charge additional fees if the Motorola Application Administrator seeks assistance with respect to such basic background information or any other matters not directly relating to the operation of the Software; and

(f) not (i) make the Service available to anyone other than authorized Users, (ii) sell, resell, rent or lease the Service, (iii) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (iv) use the Service to store or transmit Malicious Code, (v) interfere with or disrupt the integrity or performance of the Service or third party data contained therein, or (vi) attempt to gain unauthorized access to the Service or its related systems or networks.

4.3 Usage Limitations. The Service may be subject to other limitations, such as, for example, limits on storage space, on the number of calls You are permitted to make against Motorola’s Ally application programming interface, and, for any portion of the Service that enables You to provide public websites, on the number of page views by visitors to those websites.

5. THIRD PARTY PROVIDERS

5.1 Acquisition of Third Party Products and Services. Motorola or third parties may from time to time make available to You third party products or services, including but not limited to Third Party Applications and implementation, customization and other consulting services. Any acquisition by You of such third party products or services, and any exchange of data between You and any third party provider, is solely between You and that provider. Motorola does not warrant or support third party products or services except as specified in an Order Form. Subject to Section 5.3 (Integration with Third Party Services), no purchase of Third Party products or services is required to use the Service except a supported computing device, operating system, web browser and Internet connection.

5.2 Third Party Applications and Your Data. If You install or enable Third Party Applications for use with the Service, You acknowledge that Motorola may allow providers of those Third Party Applications to access Your Data as required for the interoperation of such Third Party Applications with the Service. Motorola will not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Third Party Application providers. The Service will allow You to restrict such access by restricting Users from installing or enabling such Third Party Applications for use with the Service.

5.3 Integration with Third Party Services. The Service may contain features designed to interoperate with Third Party Applications. To use such features, You may be required to obtain access to such Third Party Applications from their providers. If the provider of any such Third Party Application ceases to make the Third Party Application available for interoperation with the corresponding Service features on reasonable terms, Motorola may cease providing such Service features without entitling You to any refund, credit, or other compensation.

6. FEES AND PAYMENT FOR SERVICE

6.1 Fees. The fees for the Service and the price for all services and third party products are specified in the applicable Order Form. The Services will be provided in exchange for annual pre-paid subscription fees. Motorola will submit an invoice for the first year of subscription fees on the Effective Date. On each anniversary of the Effective Date, Motorola will issue an invoice for the annual subscription fee for all Services listed in the Order Form for the following year unless otherwise stated in the Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Motorola and notifying Motorola of any changes to such information.

6.2 Taxes. The subscription fees do not include any excise, sales, lease, use, property, or other taxes, assessments or duties, all of which will be paid by You, except as exempt by law. If Motorola is required to pay any of those taxes, it will send You an invoice and You will pay to Motorola the amount of the taxes (including any interest and penalties) within 30 days after the date of the invoice. Motorola will be solely responsible for reporting taxes on its income or net worth.

6.3 Late Payments. If You fail to pay any amounts owed when due, Motorola may assess interest at one-and-one-half percent (1.5%) per month on all overdue amounts, or the highest rate permitted by law, whichever is less. You shall also be liable for all costs of collection, including reasonable attorney's fees, whether or not a suit is instituted.

6.4 Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for the Services is 30 or more days overdue, Motorola may, without limiting Motorola’s other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and/or suspend your access to the Service and Motorola’s other services to You until such amounts are paid in full. Motorola will give You at least 7 days’ prior notice that Your account is overdue before suspending services to You. If you do not pay all overdue fees within 30 days of the suspension of the Service, Motorola may terminate this Agreement, cancel the Service and, unless legally prohibited, delete all of Your Data in Motorola’s systems.

7. PROPRIETARY RIGHTS

7.1 Reservation of Rights in Service. Subject to the limited rights expressly granted hereunder, Motorola or its licensors reserve all rights, title and interest in and to the Service, including all related intellectual property rights. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Service to You remains vested exclusively in Motorola, and this Agreement does not grant You any shared development rights of intellectual property. No rights are granted to You hereunder other than as expressly set forth herein.

7.2 Limited License. You and the Users have a limited license to use the Service during the term of this Agreement. You and the Users will not (i) permit any third party to access the Service except as permitted herein or in an Order Form, (ii) create derivate works based on the Service except as authorized herein, (iii) copy, frame or mirror any part or content of the Service, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Service, or (v) access the Service in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Service.

7.3 Your Applications and Code. If You, a third party acting on Your behalf, or a User creates applications or program code using the Service, You authorize Motorola to host, copy, transmit, display and adapt such applications and program code, solely as necessary for Motorola to provide the Service in accordance with this Agreement. Subject to the above, Motorola acquires no right, title or interest from You or Your licensors under this Agreement in or to such applications or program code, including any intellectual property rights therein.

7.4 Your Data. Subject to the limited rights granted by You hereunder, Motorola acquires no right, title or interest from You or Your licensors under this Agreement in or to Your Data, including any intellectual property rights therein.

7.5 Feedback. Motorola may receive suggestions, recommendations, enhancement requests, feedback, or other information from You, including Users, relating to the Service (“Feedback”). Any Feedback provided by You, including Users, is entirely voluntary and, even if designated as confidential, will create no confidentiality obligation for Motorola. Motorola is free to use, reproduce, license or otherwise distribute and exploit the Feedback without any obligation to You. You acknowledge that Motorola’s receipt of the Feedback does not imply or create recognition by Motorola of either the novelty or originality of any idea. The parties further agree that all fixes, modifications and improvements to the Service conceived of or made by Motorola that are based, either in whole or in part, on the Feedback are the exclusive property of Motorola and all right, title and interest in and to such fixes, modifications or improvements to the Service will vest solely in Motorola.

7.6 U.S. Government Restricted Rights. Any software and associated documentation obtained from this web site for or on behalf of the United States of America, its agencies and/or instrumentalities (“U.S. Government”) are commercial items as that term is defined at 48 C.F.R. Part 2.101, consisting of “commercial computer software” and “computer software documentation” as such terms are defined in 48 C.F.R. Part 252.227-7014(a)(1) and 48 C.F.R. Part 252.227-7014(a)(5), and used in 48 C.F.R. Part 12.212 and 48 C.F.R. Part 227.7202, as applicable. Consistent with 48 C.F.R. Part 12.212, 48 C.F.R. Part 252.227-7015, 48 C.F.R. Part 227.7202-1 through 227.7202-4, 48 C.F.R. Part 52.227-19, and other relevant sections of the Code of Federal Regulations, as applicable, the software and documentation are distributed and licensed to U.S. Government (a) only as commercial items, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions contained herein.

8. CONFIDENTIALITY

8.1 Definition. “Confidential Information” means any non-public information provided by either party to the other in connection with this Agreement, and is marked, designated, or identified at the time of disclosure as being confidential or its equivalent; or if the information is in verbal form, it is identified as confidential at the time of disclosure and is confirmed in writing within 30 days of the disclosure. Confidential Information includes the Service and Your Data. Confidential Information does not include information that a party can prove: (a) is now or later becomes generally available to the public without fault of the receiving party; (b) was rightfully in the receiving party’s possession prior to its disclosure by the disclosing party; (c) is independently developed by the receiving party without the use of any Confidential Information of the other party; or (d) is obtained by the receiving party without obligation of confidentiality from a third party who has the right to disclose it. Additionally, a party may disclose Confidential Information to the extent required by a judicial or legislative order or proceeding, provided that the receiving party gives the other party prompt prior notice of the intended disclosure and an opportunity to respond or object to the disclosure, if permissible.

8.2 Use and Disclosure. Each party shall keep confidential all Confidential Information provided to it by the other party, and shall not use such Confidential Information for any purpose other than the proper purposes of this Agreement. A party may disclose Confidential Information only to its employees and contractors who need to know such information, and who are bound to keep such information confidential. Each party shall give the other party’s Confidential Information at least the same level of protection as it gives its own confidential information of similar nature, but not less than a reasonable level of protection.

8.3 Restrictions on Disclosure. You must not disclose the Service, its documentation or instructions, or any other Motorola documentation, (i) to any competitor of Motorola, or (ii) to any other third party unless it has a need to know such information for the proper purposes of this Agreement. All confidentiality obligations shall survive termination of this Agreement.

8.4 Injunctive Relief. Each party agrees that money damages would not be a sufficient remedy for any breach of the obligations herein and that the disclosing party shall be entitled to seek specific injunctive relief as a remedy for any such breach, without the necessity of posting bond, in addition to all other available legal or equitable remedies

9. WARRANTIES AND LIMITATIONS

9.1 By Motorola. Motorola represents and warrants to You that it has the power and authority to enter into this Agreement and perform its obligations hereunder, and such performance will not breach any separate agreement by which Motorola is bound.

9.2 By You. You warrant and represent to Motorola that:

(a) You have the power and authority to enter into this Agreement and perform Your obligations hereunder, and such performance will not breach any separate agreement by which You are bound;

(b) You will comply with the laws, rules and regulations that apply to You in connection with the conduct of Your business and Your use of the Service; and

(c) You will not utilize (or allow utilization of) the Service in any manner prohibited by this Agreement or written Motorola instructions or policies provided to You, or violate or tamper with the security of any part of the Service.

9.3 Limitation of Warranties. THE SERVICE IS PROVIDED “AS IS”. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, MOTOROLA AND ITS LICENSORS DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ITS CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE.

10. LIMITATIONS OF LIABILITY

10.1 Limitation of Liability. THE CUMULATIVE LIABILITY OF MOTOROLA AND ITS LICENSORS TO YOU FOR ALL CLAIMS RELATING TO THE SERVICE AND THIS AGREEMENT, INCLUDING ANY CAUSE OF ACTION UNDER CONTRACT, TORT, OR STRICT LIABILITY LAW, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID BY YOU TO MOTOROLA HEREUNDER DURING THE TWELVE MONTH PERIOD PRIOR TO THE DATE THE CLAIM(S) AROSE. This limitation of liability is intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective. Motorola shall have no liability for the loss of Your Data, it being understood that You are responsible for reasonable backup precautions.

10.2 Limitation of Damages. IN NO EVENT SHALL MOTOROLA AND ITS LICENSORS BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOODWILL, REVENUES, PROFITS OR SAVINGS; OR OTHER INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OF THE SERVICES BY MOTOROLA; OR ANY CLAIMS OR DEMANDS BROUGHT AGAINST YOU BY THIRD PARTIES, EVEN IF MOTOROLA OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR DEMANDS. This limitation of liability provision survives the expiration or termination of this Agreement and applies notwithstanding any contrary provision. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than 1 year after the accrual of the cause of action, except for money due upon an open account.

11. INDEMNIFICATION.

11.1 By You. You agree to defend Motorola against any and all third party claims, demands, lawsuits or legal actions (“Claim”) arising out of (a) any actual or alleged infringement by Your Data of any trademark, copyright, trade secret, or U.S. patent; and (b) any allegation that Motorola violated any law or ordinance by sharing Your Data with any third party to which You instructed Motorola to give or allow access to Your Data.

11.2 Indemnification Procedure. If a Motorola believes it is entitled to indemnification under this Agreement, it must (a) promptly notify You of the Claim; (ii) give You sole control of the defense and all settlement negotiations, and the authority to represent Motorola in defending the Claim; and (iii) provide the You with any information and assistance that it reasonably requests in defending against the Claim. Motorola may, at its option and expense, be represented by separate counsel in any such Claim.

12. TERM AND TERMINATION

12.1. Term of Agreement. This Agreement commences on the Effective Date and continues until all User subscriptions purchased by You have terminated, unless previously terminated as set forth below. If You elect to use the Service for a free trial period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the free trial period.

12.2 Term of Purchased User Subscriptions. User subscriptions purchased by You will commence on the start date specified in the applicable Order Form and continue for the subscription term stated on such Order Form. Unless otherwise agreed in the applicable Order Form, User subscriptions will automatically renew for additional terms of one year unless either party gives the other party written notice of non-renewal at least 30 days before the end of the then-current term. Pricing for renewal terms will be the same as the previous term, unless Motorola has given You written notice of a pricing increase at least 60 days before the end of the previous term.

12.3 Termination for Cause. A party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within 30 days written notice of such breach from the non-breaching party.

12.4 Effect of Termination.

(a) Upon any termination for cause by You, Motorola shall refund You any prepaid fees for the remainder of the term after the date of termination. Upon any termination for cause by Motorola, You shall pay immediately any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. You are required to pay Motorola immediately all fees due to Motorola for the period prior to termination.

(b) If you request at any time prior to termination of the Service, Motorola will provide you with read only access to your data for 30 days, provided that you have paid to Motorola all fees due and owing under this agreement.

(c) Except as provided in Section 12.4 (b), upon termination of this Agreement, Motorola will cease providing access to the Service to You and your Users. Each party will return to the other party or destroy all Confidential Information of such other party within 30 days of the date of termination.

(d) The terms of Sections 6, 7, 8, 9, 10, 11, 12.4, and 13 will survive termination or expiration of this Agreement.

13. PRIVACY DISCLAIMER.

You bear sole responsibility for compliance with any laws and regulations regarding tracking; location based services; gathering, storing, processing, transmitting, using or misusing; or otherwise handling personally identifiable information (“PII”), including information about Users of the Service or citizens in the general public. Further, it is Your sole responsibility to comply with any laws or regulations prescribing the measures to be taken in the event of breach of privacy or accidental disclosure of any PII. Enacting and enforcing any internal privacy policies for the protection of PII, including individual disclosure and consent mechanisms, limitations on use of the information, and commitments with respect to the storage, use, deletion and processing of PII in a manner that complies with applicable laws and regulation will be Your sole responsibility. Motorola will not evaluate the sufficiency of such policies and disclaims any responsibility or liability for privacy practices implemented by You, or lack thereof. You acknowledge and agree that the Service is not designed to ensure individual privacy should you choose to enter that PII in the system, or give permissions to view PII data to unauthorized users. You will inform Users that the Service may enable visibility to PII, as well as physical location of individuals. Further, if the Service is available to the general public pursuant to this Agreement, You will provide the appropriate privacy notification. Neither Motorola or You can provide any assurance of individual privacy in connection with the Service. Further, You are solely responsible for determining whether and how to use data gathered from social media sources for the purpose of criminal investigations or prosecution. You will hold Motorola harmless from any and all liability, expense, judgment, suit, or cause of action, which may accrue against Motorola for causes of action for damages related to tracking, location based services, breach of privacy, and the use or misuse of PII, provided that Motorola gives You prompt, written notice of any such claim or suit. Motorola shall cooperate with You in the defense or settlement of such claim or suit.

 

14. MISCELLANEOUS.

14.1 Entire Agreement. This Agreement constitutes the complete agreement between the parties with respect to the Software and other subject matter hereof. No modification of this Agreement shall be binding unless it is in writing and is signed by an authorized representative of each party.

14.2 Assignment. You may not assign or transfer this Agreement or any of its rights or duties hereunder to any third party without Motorola’s prior written consent.

14.3 Governing Law. This Agreement and the rights and duties of the parties will be governed by and interpreted in accordance with the laws of the State of Illinois.

14.4 Waiver. Failure or delay by either party to exercise a right or power will not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in writing, signed by the waiving party. An effective waiver or a right or power will not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power.

14.5 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 wither 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.

14.6 Notices. Any notices required or permitted under this Agreement shall be in writing and delivered in person or sent by registered or certified mail, return receipt requested, with proper postage affixed, or sent by commercial overnight delivery service with provisions for a receipt.

14.7 Severability. If a court of competent jurisdiction renders any part of this Agreement invalid or otherwise unenforceable, that part will be severed and the remainder of this Agreement will continue in full force and effect.

14.8 Force Majeure. A party shall be excused from delays or failure to perform its duties, other than payment obligations, to the extent such delays or failures result from acts of nature, riots, war, acts of public enemies, fires, epidemics, labor disputes, or any other causes beyond its reasonable control. The parties will promptly inform and consult with each other as to any of the above causes that in their judgment may or could be the cause of a substantial delay in the performance of this Agreement. Either party may, in its discretion, terminate this Agreement if a delay in performance by the other party exceeds or is reasonably expected to exceed six (6) months.

14.9 Subcontracting. Motorola may subcontract any portion of the Services without prior notice or consent to You.

14.10 Compliance with Applicable Laws. Each party will comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Agreement. Further, You will not transfer, directly or indirectly, any product, technical data or software to any country for which the United States, or any other applicable government, requires an export license or other governmental approval without first obtaining such license or approval. You agree to obtain, at Your expense, all necessary licenses, permits and regulatory approvals required by any and all governmental authorities as may from time to time be required in connection with Your activities related to this Agreement. To the extent permitted by applicable law, You will defend, indemnify, and hold harmless Motorola from and against any violation of such laws or regulations by You or any of Your agents, officer, directors, or employees.

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