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HALO Smart Sensor Free Trial Program
Terms and Conditions
 

These Terms and Conditions (the ​“Terms”) govern your participation in the HALO Smart Sensor Free Trial Program (the ​“Program”). By participating in the Program, you agree that the following terms and conditions will apply to any equipment (“Equipment’) and software (“Software” and together with Equipment, the ​“Solution”) provided to you pursuant to the Program. 

  1. Motorola Solutions, Inc., through itself or its affiliates or subsidiaries (“Motorola”) will deliver the Equipment to the address you specify. Motorola is in no way obligated and cannot guarantee that the Equipment will be received by a specific date.
  2. You are responsible for the care and handling of the Equipment and shall treat and maintain the Equipment with the same degree of care as you use with respect to your own equipment of similar kind and importance. 
  3. You are responsible for the installation of the Equipment by an authorized dealer and shall pay all costs related with such installation. If you choose self-installation, you commit to taking the online course for correct HALO placement and configuration and to communicate with a HALO sales engineer on progress throughout the trial period. 
  4. You have five (5) business days from receipt of the Equipment to verify the receipt and working condition of the Equipment. If the Equipment is not in working condition, or if any items or parts are missing, you will notify Motorola. If notice is not given within (5) business days, the Equipment shall be deemed to be received in full and working condition. 
  5. You shall use the Solution solely for the purpose of demonstrating and evaluating the Solution. Any use or activity by you or on your behalf that is not expressly permitted by these Terms is prohibited. Without limiting the generality of the immediately preceding sentence, you agree not to, and not to allow others, to copy, modify, create derivative works from, reverse engineer, reverse assemble, decompile or reverse compile the Solution. You shall be responsible and liable for any unauthorized use of the Solution by your employees, representatives, agents or contractors or any other third party with access to the Solution (collectively, your ​“Representatives”).  
  6. If applicable, any Equipment returned to Motorola must be in the same working condition as when it was first delivered to you, except for minimal, reasonable wear and tear. You further agree to use the original packaging when returning the Equipment to Motorola and to make reasonable efforts to prevent damage during transit back to Motorola. 
  7. If you elect not to purchase additional Equipment from an authorized Motorola partner at the conclusion of the Program, your cloud account will be deactivated.  You shall return the Equipment to Motorola at the return address Motorola specifies, on or before the date that is ninety (90) days from your receipt of the Equipment (“Trial Expiration Date”). If you fail to return the Equipment to Motorola by the Trial Expiration Date, or if the Equipment is damaged, you will be deemed to have purchased the Equipment and will be invoiced by Motorola, and will be liable, for an amount equal to 100% of the MSRP of the Equipment, plus any applicable taxes and other charges. 
  8. You hereby acknowledge and agree that your use of the Solution is governed by the End User License Agreement which is located at https://​ipvideo​corp​.com/​l​i​c​e​n​s​e​-​a​g​r​e​e​ments. 
  9. The term of the Program Period for these Terms is ninety (90) days from the Effective Date, unless extended by Motorola, or terminated earlier in accordance with these Terms. Motorola may terminate these Terms and the Program at any time prior to the Trial Expiration Date for any reason or no reason. You may terminate your participation in the Program prior to expiration by notifying Motorola and returning the Solution to Motorola in accordance with the return instructions provided to you.
  10. You may be required to complete, sign, and deliver additional documents related to export compliance or other matters reasonably requested by Motorola in connection with the Program and/​or deemed purchase of the Equipment as contemplated in these Terms.
  11. Packaging and return shipping costs will be paid by Motorola. 
  12. In the event you wish to purchase additional Equipment and/​or Software at the conclusion of the Program, you will purchase such Equipment and/​or Software from an approved Motorola partner (“Partner”), and any such purchases will be subject to a separate agreement between you and the applicable Partner. Additionally, any Equipment demonstrated and evaluated under the Program will be deemed to be procured from the Partner and subject to your separate agreement with such Partner. 
  13. MOTOROLA AND ITS AFFILIATES MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOLUTION, INCLUDING WITHOUT LIMITATIONS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Should you wish to purchase additional Solutions from a Partner after the Trial Expiration Date, your agreement with such Partner will set forth applicable warranty terms. 
  14. You are solely responsible for complying with any and all statutory or regulatory requirements associated with use of the Solution, including requirements triggered by voice and data transmission. 
  15. You shall indemnify, defend and hold harmless Motorola from and against any and all damages, losses, liabilities, claims, suits, actions, costs and expenses (including attorney’s fees) arising out of or resulting from the possession, use, demonstration or evaluation of the Solution by you or your Representatives. 
  16. Motorola does not assume and shall have no liability under these Terms for (a) failure to deliver the Solution within a specified time period; (b) availability and delays in delivery of the Solution; (c) any failure or interruption of operation of the Solution, (d) damage caused by the Solution due directly or indirectly to causes beyond the control of Motorola; (e) maintenance and storage of data; (f) disclosure of or failure to protect personally identifiable data. IN NO EVENT SHALL AVA BE LIABLE FOR ANY INCIDENTAL, INDIRECT, DIRECT, SPECIAL, REMOTE, PUNITIVE OR CONSEQUENTIAL DAMAGES CAUSED BY ITS NEGLIGENCE OR OTHERWISE, NOR FOR REVENUE OR ACTUAL OR PROSPECTIVE PROFITS, SALES, BUSINESS ADVANTAGE, OR GOODWILL, OR ATTORNEY’S FEES, ARISING FROM OR CAUSED, DIRECTLY OR INDIRECTLY BY THE USE OF THE SOLUTION PROVIDED UNDER THESE TERMS; ECONOMIC LOSS; PERSONAL INJURIES OR PROPERTY DAMAGES SUSTAINED BY YOU OR ANY THIRD PARTIES INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY LOSS OR DAMAGE RESULTING FROM ANY INTERRUPTION CAUSED BY THE SOLUTION, EVEN  IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AVA’S TOTAL LIABILITY FOR DAMAGES TO CUSTOMER OR OTHERS SHALL IN NO WAY EXCEED THE FAIR MARKET VALUE OF THE SOLUTION PROVIDED UNDER THESE TERMS, EXCEPT IN INSTANCES OF BODILY INJURY OR DAMAGE TO TANGIBLE PERSONAL PROPERTY.
  17. If the Solution provided pursuant to these Terms includes the storage of data, you must retrieve all stored data prior to the effective date of termination of the Program. Motorola will not retain your data after expiration or termination of the Program. You are solely responsible for complying with evidentiary or record retention laws, regulations, rules or policies. Motorola disclaims any and all liability for compliance with any evidentiary requirements. Further, Motorola does not provide assurances for or support of evidentiary rules and requirements after the effective date of termination unless you make a purchase of a Solution via a Partner.
  18. Motorola may receive suggestions, recommendations, comments, or other communication from you about the Solution (“Feedback”). Any Feedback given by you is and will be entirely voluntary and, even if designated as confidential, will not create any confidentiality obligation for Motorola. Motorola will be free to use, reproduce, license or otherwise distribute and exploit the Feedback to improve and enhance the Solution and otherwise, 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. You further agree that all fixes, modifications and improvements to the Solution conceived by 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 Solution will vest solely in Motorola.
  19. By participating in the Program, you agree that Motorola may send you promotional communications and may ask you for and collect personal data in connection with the Program and other marketing activities.  You also acknowledge that Motorola (and its service providers) may also collect information made publicly available through third-party platforms such as social media websites, online databases, or online directories. If you do not wish to receive marketing communications you can opt out by visiting the Communications Preference Center. After you opt out, we will not send further promotional communications, but we may continue to contact you to the extent necessary for the purposes of any services that you have requested.
  20. These Terms set forth the entire agreement of the parties concerning the matters addressed herein, and there are no conditions, agreements, representations, warranties or understandings, express or implied, except as set forth herein. No amendment of these Terms will be valid unless affected by a written instrument signed by both parties. These Terms are not assignable in whole or in part without the prior written consent of the other party, except Motorola shall have the right to assign these Terms at any time without your consent to any subsidiary or affiliate of Motorola. 
  21. These Terms shall be governed by the laws of the State of Illinois without giving effect to the conflict of law principles thereof and excluding the Convention on Contracts for the International Sale of Goods. Jurisdiction shall be in the State of Illinois, in the County of Cook, Illinois, and the United States District Court for the Northern District of Illinois and to the respective appellate courts thereof in connection with any appeal therefrom.