IMPORTANT: Please read these Terms carefully as they form a contract between you and Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661, including affiliated companies (“Motorola”) that governs your access and use of (a) certain software (including any updates) related to the Device that may be downloaded to your mobile device available through such software (“Mobile Apps”); and (b) services provided through a Site or the Mobile Apps, if any (“Services”) (collectively, the “Apps and Services”), all for use in connection with your device (the “Device”).
By accessing or using the Apps and Services, you agree that you have read, understand, and agree to be bound by these Terms, as amended from time to time. If you do not agree to be bound by these Terms and the Privacy Statement (located at https://www.avigilon.com/privacy (the “Privacy Statement”)), you may not access or use the Apps and Services. If you are accessing or using the Apps and Services on behalf of a person or an organization, you are agreeing to these Terms for that person or organization and promising to Motorola that you have the authority to bind that person or organization to these Terms (in which event, “you” and “your” will refer to that person or organization, as applicable). You may access and use the Apps and Services only in compliance with these Terms, and only if you have the power to form a contract with Motorola and are not barred under any applicable laws from doing so.
No Warranties and Limited Liability: These Terms provide you with certain legal rights, but you may have other, additional legal rights, which vary from jurisdiction to jurisdiction. Please note that Motorola doesn’t provide warranties for the Apps and Services, and these Terms limit our liability to you. Please see Sections 12 and 14 for details. Some jurisdictions do not permit the exclusion of implied warranties or the exclusion or limitation of certain damages or other rights, so those provisions of these Terms may not apply to you.
Subject to your continued compliance with these Terms, Motorola grants you a non-exclusive, non-transferable, and non-sublicensable right to access and use the Services and install and use the Mobile Apps solely on your Device. Motorola may, at any time and in its sole discretion, make necessary unscheduled deployments of changes, updates or enhancements to the Apps and Services at any time. Motorola may add or remove functionalities or features, and or suspend or stop the Apps and Services altogether, at any time and without prior notice to you. You agree that Motorola will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Apps and Services or any part of the Apps and Services.
Portions of the Mobile Apps may be subject to certain third-party license agreements governing the use, copying, modification, redistribution and warranty of those portions of the Mobile Apps, including what is commonly known as ‘open source’ software. No warranty is provided by Motorola for any such open source software. By using the Mobile Apps, you agree to be bound to the terms of any such third-party licenses. If provided for in the applicable third party license, you may have a right to receive source code for such software for use and distribution in any program that you create, so long as you in turn agree to be bound to the terms of the applicable third party license. If applicable, a copy of such source code may be obtained free of charge by contacting your Motorola representative.
Accounts. To use the Services, you must register for a user account by providing accurate and complete registration information. You will not permit any other person to use your account. You are responsible for the security of your passwords and for any use of your account. Motorola reserves the right to restrict who is eligible for an account. Motorola reserves the right to reject or revoke your account, in Motorola’s sole discretion, at any time without liability.
Automatic Updates. The Mobile Apps may periodically check for updates that will be automatically installed without providing any additional notice or requiring any additional consent from you. By accepting these Terms, you agree to receive these types of automatic updates without any additional notice, and you consent to these automatic updates. If you do not want updates, you must stop using the Apps and Services; otherwise, you will receive these updates automatically.
Restrictions. You will not (and will not allow others to) (a) access or use the Apps and Services in any manner or for any purpose other than as expressly permitted by these Terms; (b) make the Apps and Services available for use by unauthorized third parties, including via a commercial rental or sharing arrangement; (c) reverse engineer, decompile, disassemble, or reprogram the Mobile Apps or any portion thereof to a human-readable form; (d) modify, alter, tamper with, copy, reproduce or create derivative works of, or merge the Mobile Apps; (e) publish, distribute, license, lend, sell, lease, host or otherwise commercially exploit the Apps and Services; (f) take any action that would cause the Mobile Apps to be placed in the public domain; (g) use the Apps and Services to compete with Motorola; (h) remove, alter, or obscure, any copyright, trademark, proprietary rights, disclaimer or warning notice; (i) use the Apps and Services to store or transmit any code that contains or is used to initiate a denial service attack, software viruses or other harmful or malicious code; (k) work around any technical or security restrictions or limitations in the Mobile Apps and Services; or (l) access or attempt to gain unauthorized access to any Services by means other than an interface provided by Motorola.
Ownership; Feedback. Except for the limited license rights expressly provided in these Terms, Motorola and its licensors have and will retain all rights, title, and interest, including all intellectual property rights, in and to the Apps and Services. Any suggestions, information or feedback provided by you to Motorola regarding the Apps and Services (including, without limitation, with respect to modifications, enhancements, improvements and other changes to the Apps and Services) (“Feedback”) is voluntary and you hereby grant to Motorola a world-wide, royalty free, irrevocable, transferrable, perpetual license to use (and authorize others to use) any Feedback without restriction.
Privacy and Nonpersonal Information. Motorola is dedicated to safeguarding personal information and other data and processing it in a manner consistent with user expectations. Please review the Privacy Statement (located at https://www.avigilon.com/privacy for information about how Motorola handles personal information and other data collected through the Services. You hereby grant Motorola a perpetual, irrevocable, transferrable, world-wide, non-exclusive and sublicensable license to use, aggregate, distribute, publish, and otherwise exploit all Nonpersonal Information (defined below) collected through the Services for Motorola’s business purposes. For example, under this license Motorola may collect and use application crash and diagnostic information that does not identify you or another natural person to improve the Mobile Apps or the Device’s stability and your experience with the Services. “Nonpersonal Information” means data and information that is not “Personal Information” (as defined in the Privacy Statement), including information that does not identify you or another natural person pertaining to the performance, operation and use of the Apps and Services or the Device or other aggregate or de-identified information.
Security. Motorola is committed to protecting the security and integrity of the Customer Data. Motorola will maintain an information security program that is proportionate to the multiple and diverse risks associated with networked technologies.
Internet-Based Components. Some features of the Services may require connection to the Internet in order to function or third party products, such as mobile operating systems and mobile devices. Such features may result in the transfer of certain data over such connections, which may or may not be secure or encrypted. You are solely responsible for obtaining (and paying for) any necessary Internet access, communication carrier charges, and third party devices. Motorola is not responsible for the availability of Internet connections or the security or integrity of data transmitted over such connections.
Support of Downloaded Clients. You are responsible for downloading and installing the current version of the Mobile Apps, as it may be updated from time to time. Motorola will use reasonable efforts to continue supporting any version of the Mobile Apps for forty-five (45) days following its release, but Motorola may update the current version of the Mobile Apps at any time, including for bug fixes, product improvements, and feature updates, and Motorola makes no representations or warranties that any Services will support prior versions of the Mobile Apps.
Compliance with Laws. You will ensure your use of the Apps and Services complies with all foreign, federal, state and local laws, rules and regulations applicable laws applicable to your use. By accessing or using the Apps and Services, you warrant that you have obtained all necessary rights and permissions required for your use of the Apps and Services. Motorola may, at its discretion, cease providing or otherwise modify the Apps and Services in order to comply with any changes in applicable law.
Term and Termination. These Terms will remain in effect so long as you have the right to access or use the Services, or until terminated in accordance with the provisions of these Terms. Without limiting any other provisions in these Terms, Motorola may (a) suspend or terminate your rights to access or use the Apps and Services, or (b) terminate these Terms with respect to you if Motorola in good faith believes that you have used the Apps and Services in violation of these Terms. If you transfer your Device to a new owner, your right to access and use the Services with respect to that Device automatically terminates, and the new owner will have no right to use the Device or Services under your account. Your account and the limited right to access and use the Apps and Services under Section 1 of these Terms will automatically terminate upon the termination of these Terms. The provisions of these Terms which, by their terms, require performance after termination, including but not limited to those contained in Sections 4, 5, 6, 10, 11, 12, 13, 14, 15, 16, 17 and 18 will survive the termination of these Terms.
LIMITED WARRANTY; DISCLAIMER. THE APPS AND SERVICES AND ANY DATA, INFORMATION OR RESULTS OBTAINED THROUGH THE APPS AND SERVICES ARE PROVIDED ON AN “AS AVAILABLE,” “AS IS” BASIS AND WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MOTOROLA AND ITS LICENSORS AND SERVICE PROVIDERS MAKE NO (AND SPECIFICALLY DISCLAIM ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, (A) ANY WARRANTY THAT (I) THE APPS AND SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, FREE OF HARMFUL COMPONENTS, TIMELY, OR SECURE OR (II) ANY DATA, INFORMATION OR RESULTS OBTAINED THROUGH THE USE OF THE APPS AND SERVICES WILL BE ACCURATE, TIMELY OR ERROR-FREE, (B) ANY IMPLIED WARRANTY OF ACCURACY, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, AND (C) ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH AN EVENT, SUCH EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Limitation of Liability. IN NO EVENT SHALL MOTOROLA, OR ANY OF ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, AND EMPLOYEES (COLLECTIVELY THE “MOTOROLA PARTIES”), OR MOTOROLA’S SUPPLIERS OR LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, RELIANCE, COVER OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS; LOSS OF SAVINGS; LOSS OF CONFIDENTIAL OR OTHER INFORMATION; BUSINESS INTERRUPTION; PERSONAL INJURY; LOSS OF PRIVACY; LOSS OR DAMAGE OF OR TO PROPERTY, SYSTEMS, RECORDS, OR DATA; FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE; NEGLIGENCE; AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) INCURRED OR SUFFERED BY YOU OR ANY OTHER PERSON ARISING OUT OF OR IN ANY WAY RELATED TO THE THESE TERMS, THE USE OF OR INABILITY TO USE THE APPS AND SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE APPS AND SERVICES, THIRD PARTY CLAIMS, LIABILITIES RELATED TO AN INDIVIDUAL’S PRIVACY RIGHT, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THESE TERMS, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY OF MOTOROLA OR ANY SUPPLIER OR LICENSOR, AND EVEN IF ANY MOTOROLA PARTY OR ANY OF MOTOROLA’S SUPPLIERS OR LICENSORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR VERIFYING THE SECURITY, ACCURACY AND ADEQUACY OF ANY OUTPUT FROM THE APPS AND SERVICES, AND FOR ANY RELIANCE THEREON.
NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF MOTOROLA AND ANY OTHER MOTOROLA PARTY, AND MOTOROLA’S SUPPLIERS AND LICENSORS UNDER ANY PROVISION OF THESE TERMS AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE MOBILE APPS OR TEN US DOLLARS (US$10.00). THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THIS SECTION WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THESE TERMS IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE.
Indemnification. You will defend, indemnify, and hold Motorola and its subcontractors, subsidiaries and other affiliates harmless from and against any and all damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising from any actual or threatened third-party claim, demand, action, or proceeding arising from or related to (a) your negligence or willful misconduct; (b) your breach of any term or condition of these Terms; or (c) violations of any laws, rules or regulations applicable to your use of the Apps and Services.
Export Control. You may not transmit, access or use the Apps and Services in any jurisdiction in which the provision of such Apps and Services is prohibited under applicable laws or regulations (a “Prohibited Jurisdiction”), and you will not provide access to the Apps and Services to any government, entity, or individual located in a Prohibited Jurisdiction. You represent and warrant that (a) you 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) you are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) you will not access or use the Apps and Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) you will comply with all applicable laws regarding the transmission of technical data exported from the U.S. and the country in which are located.
Governing Law; Jurisdiction. You agree that these Terms, and any claim, dispute, action, or issue arising out of or relating to these Terms or your use of the Apps and Services is governed by applicable federal law and the laws of the State of Illinois without reference to conflict of laws principles. You agree to submit to the personal jurisdiction of the state and federal courts in or for Cook County, Illinois for the purpose of litigating all such claims or disputes. Notwithstanding the foregoing, Motorola may seek injunctive or other equitable relief to protect its (or its licensors’ or service providers’) intellectual property rights or to prevent loss of data or damage to its servers in any court of competent jurisdiction.
Assignment. These Terms, and any associated rights or obligations, may not be assigned or otherwise transferred by you without Motorola’s prior written consent. These Terms may be assigned by Motorola without restriction. These Terms are binding upon any permitted assignee.
No Waiver. All waivers by Motorola will be effective only if provided in writing. Any failure or delay by Motorola to strictly enforce any provision of these Terms will not operate as a waiver.
Severability. If any provision (or any part of a provision) of these Terms is unenforceable under or prohibited by any present or future law, then such provision is amended to be in compliance with such law, while preserving the intent of the original provision to the extent possible. Any provision (or part of a provision) that cannot be amended will be severed from these Terms; and all remaining provisions will not be affected, and each such provision will be valid and enforceable to the full extent permitted by applicable law.
Notices. Motorola may need to communicate with you from time to time regarding these Terms or the Services. Motorola may provide such notice to you via email to the email address you provided to Motorola, or on a Site. If you have questions regarding these Terms or need to contact Motorola, please see www.motorolasolutions.com/en_us/contact-us.html for Motorola contact information.
Entire Agreement. This Terms constitutes the entire agreement between you and Motorola regarding the Apps and Services, and supersedes all previous agreements and understandings, whether written or oral, relating to this subject matter of these Terms.
Change to Terms. Except to the extent prohibited by applicable laws, Motorola may modify these Terms by posting a revised version on the applicable site or notifying you via the Mobile App. Any changes to these Terms will be effective upon posting the revised version of these Terms (or such later effective date as may be indicated at the top of the revised Terms). We may also notify you via the Services or by email to the email address associated with your account. If you do not agree to the Terms as amended, you must stop using the Services and cancel your account. Your continued use of the Services after the date the amended Terms are posted will constitute your acceptance of the amended Terms.
You and Motorola acknowledge that these Terms are between you and Motorola only, and not with Apple, and Motorola is solely responsible for the Services.
Your license granted to the Services is a non-transferable license limited to use on any Apple branded products that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service.
You and Motorola each acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Software.
In the event of any failure of the Services to conform to any applicable warranty, you may notify Apple, and Apple will refund any purchase price for the Services to you; and to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Services, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be Motorola’s responsibility.
You and Motorola each acknowledge that Motorola, not Apple, is responsible for addressing any claims of you or any third party relating to the Services or your use of the Services, including, but not limited to: (a) product liability claims; (b) any claim that the Services fail to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.
You and Motorola each acknowledge that, in the event of any third party claim that the Services or your use of the Services infringes that third party’s intellectual property rights, Motorola, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that is on Title 15, Part 740 Supplement 1 Country Group E of the U.S. Code of Federal Regulations; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Motorola has an address at 500 W. Monroe St. Chicago, IL 60661 USA. You may contact Motorola at 1.888.325.9336 or https://www.motorolasolutions.com/en_us/contact-us-form.html with questions, complaints or claims with respect to the Services.
You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof.