MOTOROLA SOLUTIONS, INC. 
 LICENSE AGREEMENT

Motorola Solutions, Inc. (“Motorola”) is willing to license its proprietary software (“Software”) and any accompanying documentation (“Documentation”) to you only on the condition that you accept all the terms in this Software License Agreement (“Agreement”).

IMPORTANT: READ THE FOLLOWING TERMS AND CONDITIONS BEFORE PURCHASING, DOWNLOADING AND/OR USING THE ACCOMPANYING PRODUCT.

BY CLICKING ON THE “ACCEPT” BUTTON BELOW, INSTALLING, OR IN ANY WAY USING THE SOFTWARE, YOU, THE ENTITY OR COMPANY THAT YOU REPRESENT (COLLECTIVELY “YOU” OR “LICENSEE”) ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.  IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, MOTOROLA IS NOT WILLING TO LICENSE THE SOFTWARE TO YOU AND INSTALLATION OR USE OF THIS SOFTWARE IS STRICTLY PROHIBITED.

1.	Definitions.  In this Agreement, the word “Software” refers to the set of instructions for computers, in executable form and in any media, (which may include CD-ROM, DVD, downloadable internet, hardware, or firmware) licensed to you.  The word “Documentation” refers to electronic or printed manuals and accompanying instructional aids licensed to you. The word “Product” refers to the specific combination of Software and Documentation that you have licensed and which has been provided to you under this Agreement.

2. 	Grant of License.  Motorola grants you a personal, nonexclusive, nonassignable, nontransferable license (without the right to sublicense) to use the Product subject to the Conditions of Use set forth in Section 3 and the terms and conditions of this Agreement.  The Software is provided to you only in object code form. Any terms or conditions appearing on the face or reverse side of any purchase order, purchase order acknowledgment or other order document that are different from, or in addition to, the terms of this Agreement will not be binding on the parties, even if payment is accepted.  

3.	Conditions of Use.  Any use of the Product outside of the conditions set forth in this Agreement is strictly prohibited and will be deemed a breach of this Agreement. 

3.1 Only you, your employees or agents may use the Product.  You will take all necessary steps to ensure that your employees and agents abide by the terms of this Agreement.

3.2 You will use the Product: (i) only for your internal business purposes in connection with your legal use of Motorola two-way radios that are compatible with the Software; (ii) only as described in the Product; and (iii) in strict accordance with this Agreement.

3.3 You will not make the Software available for use: (i) on any storage media; (ii) on a computer server; or (iii) by third parties on a “time sharing,” “application service provider,” or “service bureau” basis or for any other similar commercial rental or sharing arrangement.    

3.4 You will maintain, during the term of this Agreement and for a period of two years thereafter, accurate records relating to this license grant to verify compliance with this Agreement.  Motorola or an independent third party (“Auditor”) may inspect your premises, books and records, upon reasonable prior notice to you, during your normal business hours and subject to your facility and security regulations.  Motorola is responsible for the payment of all expenses and costs of the Auditor.  Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor, and used solely for the purpose of verifying your compliance with the terms of this Agreement.  If the audit reveals an underpayment of any license fees, you will promptly pay all amounts owing.

3.5 Portions of the Product are protected by United States copyright laws, international treaty provisions, and other applicable laws. Therefore, you must treat the Product like any other copyrighted material (e.g., a book or musical recording) except that you may either: (i) make one (1) copy of the transportable part of the Software (which typically is supplied on CD-ROM, or downloadable internet), solely for back-up purposes; or (ii) copy the transportable part of the Software to a PC hard drive, provided you keep it solely for back-up purposes. If the Documentation is in printed form, it may not be copied. If the Documentation is in electronic form, you may print out one (1) copy, which then may not be copied. With regard to the copy made for backup or archival purposes, you agree to reproduce any Motorola copyright notice, and other proprietary legends appearing thereon. Such copyright notice(s) may appear in any of several forms, including machine-readable form, and you agree to reproduce such notice in each form in which it appears, to the extent it is physically possible to do so. Unauthorized duplication of the Software or Documentation constitutes copyright infringement, and in the United States is punishable in federal court by fine and imprisonment.

3.6 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. By installing or using the Software, you agree to the foregoing, and represent and warrant that you are not located in, under the control of, or are a national or resident of any restricted country.

4.	System Data. Motorola may gather certain system usage, performance and crash data related to the use of the Software (“System Data”). You hereby grant Motorola a personal, perpetual, irrevocable, royalty-free, non-exclusive license to use, copy, store, sublicense and create derivatives of the System Data. Upon installation, you will have the option to turn on the System Data gathering feature. Additionally, any time after installation, you will have the option, using the Menu icon, to reverse the setting selected upon installation.

5.	License Fee.  Your use of the Product may be subject to the payment of a license fee in accordance with Motorola’s then current published price.  If there is a fee, Motorola will bear all taxes imposed on it with respect to the license fees, provided, however, that if so required by applicable law, you will withhold the amount of taxes levied on payment to be made by you pursuant to this Agreement, and will promptly make payment of the withheld amount to the appropriate tax authorities, and transmit to Motorola official tax receipts or other evidence issued by said appropriate tax authorities sufficient to enable Motorola to support a claim for tax credit in respect to such withheld taxes so paid by you.

6.	Title; Restrictions.  If you transfer possession of any copy of the Product to another party outside of the terms of this agreement, your license is automatically terminated.  Title and copyrights to the Product and any copies made by you remain with Motorola and its licensors.  You will not, and will not permit others to: (i) modify, translate, decompile, bootleg, reverse engineer, disassemble, or extract the inner workings of the Software or Documentation, (ii) copy the look-and-feel or functionality of the Software or Documentation; (iii) remove any proprietary notices, marks, labels, or logos from the Software or Documentation; (iv) rent or transfer all or some of the Software or Documentation to any other party without Motorola’s prior written consent; or (v) utilize any computer software or hardware which is designed to defeat any copy protection device, should the Product be equipped with such a protection device.  If the Product is provided on multiple types of media (such as CD-ROM, DVD, downloadable internet), then you will only use the medium which best meets your specific needs, and will not loan, rent, lease, or transfer the other media contained in the package without Motorola’s written consent.  Unauthorized copying of the Software or Documentation, or failure to comply with any of the provisions of this Agreement, will result in automatic termination of this license.    

7.	Confidentiality.  You acknowledge that the Product contains valuable proprietary information and trade secrets and that unauthorized or improper use of the Product will result in irreparable harm to Motorola for which monetary damages would be inadequate and for which Motorola will be entitled to immediate injunctive relief.  Accordingly, you will limit access to the Product to those of your employees and agents who need to use the Product for your internal business purposes, and you will take appropriate action with those employees and agents to preserve the confidentiality of the Product, using the same degree of care to avoid unauthorized or improper disclosure as you use for the protection of your own proprietary software, but in no event less than reasonable care.

You have no obligation to preserve the confidentiality of any proprietary information that: (i) was in the public domain at the time of disclosure; (ii) entered the public domain through no fault of yours; (iii) was given to you free of any obligation to keep it confidential; (iv) is independently developed by you; or (v) is disclosed as required by law provided that you notify Motorola prior to such disclosure and provide Motorola with a reasonable opportunity to respond.

8.	Right to Use Motorola’s Name.  Except as required by Section 3.5 above, you will not, during the term of this Agreement or thereafter, use any trademark of Motorola, or any word or symbol likely to be confused with any Motorola trademark, either alone or in any combination with another word or words.

9.	Transfer.  You may not sublicense or otherwise transfer, rent or lease the Software without Motorola’s written consent.  You may not transfer the Software in violation of any laws, regulations, export controls or economic sanctions imposed by the U.S. Government.

10.	Disclaimer.   MOTOROLA PROVIDES THE SOFTWARE “AS IS” AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR IN ANY COMMUNICATION WITH YOU.  MOTOROLA AND ANY OF ITS LICENSORS SPECIFICALLY DISCLAIM ANY WARRANTY INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILTY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.  MOTOROLA DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.  MOTOROLA MAKES NO WARRANTY WITH RESPECT TO THE CORRECTNESS, ACCURACY, OR RELIABILITY OF THE SOFTWARE AND DOCUMENTATION.  Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. 

11.	Limitation of Liability. THE TOTAL LIABILITY OF MOTOROLA UNDER THIS AGREEMENT FOR DAMAGES WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE PRODUCT LICENSED UNDER THIS AGREEMENT.  IN NO EVENT WILL MOTOROLA OR ANY OF ITS LICENSORS BE LIABLE IN ANY WAY FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES OF ANY NATURE, INCLUDING WITHOUT LIMITATION, LOST BUSINESS PROFITS, OR LIABILITY OR INJURY TO THIRD PERSONS, WHETHER FORESEEABLE OR NOT, REGARDLESS OF WHETHER MOTOROLA HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.THE LIMITATIONS IN THIS PARAGRAPH WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  Some jurisdictions do not permit limitations of liability for incidental or consequential damages, so the above exclusions may not apply to you.  

12.	Commercial Computer Software.  
12.1	This Section 12 only applies to U.S. Government end users.  The Software, Documentation and updates 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, Documentation and Updates are distributed and licensed to U.S. Government end users (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. 

12.2	If Licensee is licensing Software for end use by the United States Government or a United States Government agency, Licensee may transfer such Software license, but only if: (i) Licensee transfers all copies of such Software and Documentation to such United States Government entity or interim transferee, and (ii) Licensee has first obtained from the transferee (if applicable) and ultimate end user an enforceable end user license agreement containing restrictions substantially identical to the ones contained in this Agreement.  Except as stated in the foregoing, Licensee and any transferee(s) authorized by this subsection 12.2 may not otherwise use or transfer or make available any Motorola software to any third party nor permit any party to do so.

13.	Term and Termination.  Any use of the Software, including but not limited to use on Motorola two-way radios, will constitute your acceptance of the terms and conditions in this Agreement.  Your right to use the Software will continue for as long as the Motorola two-way radio for which the Product has been provided is supported by Motorola or until terminated as follows.  You may terminate it at any time by deleting the Software together with all copies in any form.  This Agreement will terminate immediately without notice upon a breach of this Agreement by you.  This Agreement will also terminate without further action or notice by Motorola if you become bankrupt, go into administrative receiver or receiver appointed, or suffer or file any similar action in consequence of a debt.  Within 30 days after termination of this Agreement, you will certify to Motorola in writing that through your best efforts, and to the best of your knowledge, the original and all copies, in whole or in part, in any form, of the Software and all related material and Documentation, have been destroyed.   You may not sublicense, assign or transfer the license or the Product, except as expressly provided in this Agreement.  Any attempt to otherwise sublicense, assign or transfer any of the rights, duties or obligations hereunder is null and void.
14.	Governing Law.  This Agreement is governed by the laws of the United States of America to the extent that they apply and otherwise by the internal substantive laws of the State to which the Software is used if Licensee is a sovereign government entity, or the internal substantive laws of the State of Illinois if Licensee is not a sovereign government entity.

15.	Assignment.  This Agreement may not be assigned by you without Motorola’s prior written consent.

16.	Survival of Provisions.  The parties agree that where the context of any provision indicates an intent that it survives the term of this Agreement, then it will survive.

17.	Entire Agreement.  This Agreement contains the parties’ entire agreement regarding your use of the Product and may be amended only in writing signed by both parties, except that Motorola may modify this Agreement as necessary to comply with applicable laws.

18.	Third Party Software.  The Software may contain one or more items of Third-Party Software supplied by other third-party suppliers.  The terms of this Agreement govern your use of any Third-Party Software UNLESS A SEPARATE THIRD-PARTY SOFTWARE LICENSE IS INCLUDED, IN WHICH CASE YOUR USE OF THE THIRD-PARTY SOFTWARE WILL THEN BE GOVERNED BY THE SEPARATE THIRD-PARTY LICENSE.  

19.	Open Source Software.  The Software may contain one or more items of Open Source or other Publicly Available Software.  If applicable, information regarding licenses, acknowledgements, required copyright notices, and other usage terms, are included in Legal Notices.

IF THE FOREGOING TERMS AND CONDITIONS ARE ACCEPTABLE TO YOU, PLEASE INDICATE YOUR AGREEMENT AND ACCEPTANCE BY CLICKING BELOW ON THE BUTTON LABELED “ACCEPT”.

MOTOROLA, MOTO, MOTOROLA SOLUTIONS, and the Stylized M logo are trademarks of Motorola Trademark Holdings, LLC and are used under license.  All other trademarks are the property of their respective owners.