HomeMy WebLinkAbout065830 - General - Contract - Motorola Solutions, Inc.CSC No. 65830
LICENSE TRANSFER AGREEMENT
Rev: June, 2024
This License Transfer Agreement ("Agreement") is made effective as of the last date of signature below,
by City of Fortworth, having its principal place of business �a Fort Worth Trail, on icensee") and Motorola
Solutions, Inc., on behalf of itself and its affiliates and subsidiaries, having its principal place of business
at 500 W. Monroe St, Suite 4400, Chicago, IL 60661 ("Licensor").
WHEREAS, Licensee currently holds one or more Pelco VideoXpert software licenses (the
"Existing Licenses");
WHEREAS, MSI has agreed to exchange certain of Licensee's Existing Licenses for Avigilon
Unity licenses (the "Unity Licenses") on the terms and conditions set forth herein.
NOW, THEREFORE, the parties agree as follows.
1. Licensee represents and warrants that Licensee has been granted the Existing Licenses and has
the requisite power, authority and rights to enter into this Agreement and that this Agreement
constitutes the legal, valid and binding obligation of Licensee.
2. No hardware or labor to perform the system migration is included or implied as part of this
agreement.
3. Existing VideoXpert licenses to be transferred must have an active Software Upgrade Plan (SUP)
as of the last date of signature within this agreement.
4. Licenses that are currently activated within VideoXpert but remain unused are not eligible for
transfer. Only used and commissioned VideoXpert camera channels and Software Upgrade Plans
(SUP) that are essential for completing the migration process qualify for transfer.
5. The parties agree that Existing Licenses will be phased out over time as Licensee migrates to the
Avigilon Unity Platform and will be replaced with the Unity Licenses at the conclusion of the
migration.
6. The Unity Licenses are subject to the End User License Agreement ("Unity EULA") set forth at
https://www.avigilon.com/unity-video-eula.
7. Licensor makes no representations or warranties other than as set forth in the Unity EULA, and
makes no warranties that the Unity Licenses have the same functionality, capabilities or
integrations available under Existing Licenses.
IN WITNESS WHEREOF each of the parties hereto have caused this Agreement to be executed by its
duly authorized officers or representatives.
�USTOMER NAM
By:
Name: Jesica McEachern
Title: Assistant City Manager
Date: 09/16/2026
MOTOROLA SOLUTIONS, INC.
By:
Name: Chris Bainter
Title: VP Sales
Date: August 27. 2026
ADDENDUM TO LICENSE TRANSFER AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
MOTOROLA SOLUTIONS, INC.
This Addendum to License Transfer Agreement ("Addendum") is entered into by and
between Motorola Solutions, Inc. ("Vendor") and the City of Fort Worth ("City"), collectively the
"parties," for a transfer of Pelco VideoXpert software licenses to MSI's Avigilon Unity Licenses,
in conjunction with Fort Worth City Secretary Contract Number 59952.
The Contract documents shall include the following:
1. The License Transfer Agreement; and
2. This Addendum.
Notwithstanding any language to the contrary in the attached License Transfer Agreement
(the "Agreement"), the Parties hereby stipulate by evidence of execution of this Addendum below
by a representative of each party duly authorized to bind the parties hereto, that the parties hereby
agree that the provisions in this Addendum below shall be applicable to the Agreement as follows:
I. Term. The Agreement shall become effective upon the signing of the Agreement
by an Assistant City Manager of the City (the "Effective Date") and shall remain in effect as long
as the Avigilon Unity Licensing is valid, unless terminated earlier in accordance with the
provisions of the Agreement or otherwise extended by the parties.
2. Termination.
Convenience. [INTENTIONALLY DELETED]
b. Breach. If either party commits a material breach of the Agreement, the non -
breaching Party must give written notice to the breaching party that describes the breach
in reasonable detail. The breaching party must cure the breach ten (10) calendar days after
receipt of notice from the non -breaching party, or other time frame as agreed to by the
parties. If the breaching party fails to cure the breach within the stated period of time, the
non -breaching party may, in its sole discretion, and without prejudice to any other right
under the Agreement, law, or equity, immediately terminate this Agreement by giving
written notice to the breaching party.
c. Fiscal Funding Out. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify
Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal
period for which appropriations were received without penalty or expense to the City of
any kind whatsoever, except as to the portions of the payments herein agreed upon for
which funds have been appropriated.
OFFICIAL RECORD
CITY SECRETARY
Addendum FT. WORTH, TX Page I of 7
d. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually
rendered up to the effective date of termination and Vendor shall continue to provide City
with services requested by City and in accordance with the Agreement up to the effective
date of termination. Upon termination of the Agreement for any reason, Vendor shall
provide City with copies of all completed or partially completed documents prepared under
the Agreement. In the event Vendor has received access to City information or data as a
requirement to perform services hereunder, Vendor shall return all City provided data to
City in a machine readable format or other format deemed acceptable to City.
3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached
Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties
or liquidated damages in any amount, City objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
4. Law and Venue. The Agreement and the rights and obligations of the parties hereto
shall be governed by, and construed in accordance with the laws of the United States and state of
Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement
shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement
is required to be governed by any state law other than Texas or venue in Tarrant County, City
objects to such terms and any such terms are hereby deleted from the Agreement and shall have
no force or effect.
5. Linked Terms and Conditions. If the Agreement contains a website link to terms
and conditions, the linked terms and conditions located at that website link as of the effective date
of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the
extent that the linked terms and conditions conflict with any provision of either this Addendum or
the Agreement, the provisions contained within this Addendum and the Agreement shall control.
If any changes are made to the linked terms and conditions after the date of the Agreement, such
changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently
demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the
linked terms and conditions are hereby deleted and void.
6. Insurance. The City is a governmental entity under the laws of the state of Texas
and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self -Insurance by
Governmental Units," is self -insured and therefore is not required to purchase insurance. To the
extent the Agreement requires City to purchase insurance, City objects to any such provision, the
parties agree that any such requirement shall be null and void and is hereby deleted from the
Agreement and shall have no force or effect. City will provide a letter of self -insured status as
requested by Vendor.
7. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign
immunity. To the extent the Agreement requires City to waive its rights or immunities as a
government entity; such provisions are hereby deleted and shall have no force or effect.
Addendum Page 2 of 7
8. Indemnity. To the extent the Agreement, in any way, requires City to indemnify or
hold Vendor or any third party harmless from damages of any kind or character, City objects to
these terms and any such terms are hereby deleted from the Agreement and shall have no force or
effect.
9. City Data. Vendor, in addition to the terms of this Addendum, shall comply with
applicable state and federal law regarding the use of AI, as defined in this section.
a. Definitions. For purposes of this Addendum:
i. "City Data" means all data, content, records, information, and materials,
in any form or format, provided or made accessible by the City or its
employees, agents, licensees, or customers to Vendor or collected,
created, generated, or derived by Vendor in the course of performing or
providing the Services under this Addendum.
ii. "Artificial Intelligence" or "AI" means any machine -based system that,
for any explicit or implicit objective, infers from the inputs the system
receives how to generate outputs, including content, decisions,
predictions, or recommendations, that can influence physical or virtual
environments.
b. Use Restrictions on City Data: Vendor shall not:
i. use City Data to train, refine, test, or otherwise develop any AI system
except in the context of providing the Services under the License Transfer
Agreement;
ii. commingle City Data with other data sets for the purpose of training or
improving AI except in the context of providing the Services under the
License Transfer Agreement;
iii. deploy AI systems not proprietary to Vendor in providing the Services in
a manner that results in Vendor or any third party obtaining any rights in
City Data or derivative works thereof, except in the context of providing
the Services under the License Transfer Agreement; or
iv. input or upload City Data into any open generative AI tool or service,
without the City's express prior written consent, which consent must
clearly and unambiguously reference this Section 9 and state that the City
intends to modify or waive the restrictions herein; neither a clickwrap
agreement or terms nor generic or boilerplate provisions in Vendor's
standard terms, linked terms, or other documents shall constitute valid
consent for purposes of this provision. For the avoidance of doubt, this
provision shall not apply to Vendor's proprietary Al tools or services or
AI tools used to perform the Services.
Addendum Page 3 of 7
c. Ownership and Rights in City Data: All rights, title, and interest in and to City
Data and any AI -generated or AI -enhanced content or outputs that incorporate or
rely upon City Data are and shall remain exclusively with the City. Vendor
acquires no rights to use such data or outputs except to perform its obligations
under this Agreement. The rights reserved by the City under this provision
include, without limitation, all rights relating to the development, training,
testing, deployment, commercialization, reproduction, modification, distribution,
or derivative use of Al models, algorithms, datasets, data outputs, or any AI -
generated or AI -enhanced content, particularly where such activities involve or
are derived from City Data or the City's data, systems, infrastructure, or other
proprietary resources.
d. Notice of Vendor's Use of AI: The City shall be given prior notice and an
opportunity to opt -in before deploying any Al system that is capable of
processing, transforming, or influencing City Data or producing outputs relied on
by the City.
Cross -Border Transfer of City Data: Vendoragrees that except for the use of data
subprocessors as set forth at
littps://www.motorolasolutions.com/content/dam/ins i/docs/en-
xw/DHS/motorola solutions data sub processors.pdf, all data will remain in
the United States at all times. .
f. Survival: This provisions of this Section 9 shall survive the expiration or
termination of this Addendum and shall remain in full force and effect thereafter.
10. IP Indemnification. [INTENTIONALLY DELETED]
11. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is
understood and agreed that all obligations of City hereunder are subject to the availability of funds.
If such funds are not appropriated or become unavailable, City shall have the right to terminate the
Agreement except for those portions of funds which have been appropriated prior to termination.
12. Confidential Information. City is a government entity under the laws of the State
of Texas and all documents held or maintained by City are subject to disclosure under the Texas
Public Information Act. To the extent the Agreement requires that City maintain records in
violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted
from the Agreement and shall have no force or effect. In the event there is a request for information
marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility
of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are
sufficient will not be decided by City, but by the Office of the Attorney General of the State of
Texas or by a court of competent jurisdiction.
Addendum Page 4 of 7
13. Addendum Controlling. If any provisions of the attached Agreement, conflict with
the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or
ordinance of City, the terms in this Addendum shall control.
14. Immigration Nationality Act. [INTENTIONALLY DELETED]
15. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement
is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance
with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract
with a company for goods or services unless the contract contains a written verification from the
company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those
terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor
certifies that Vendor's signature provides written verification to City that Vendor: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the Agreement.
16. Prohibition on Boycotting Energy Companies. If Vendor has fewer than 10
employees or this Agreement is for less than $100,000, this section does not apply. Vendor
acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is
prohibited from entering into a contract for goods or services that has a value of $100,000 or more
that is to be paid wholly or partly from public funds of the City with a company with 10 or more
full-time employees unless the contract contains a written verification from the Vendor that it: (1)
does not boycott energy companies; and (2) will not boycott energy companies during the term of
this Agreement. To the extent that Chapter 2276 of the Government Code is applicable to this
Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written
verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the term of this Agreement.
17. Prohibition on Discrimination Against Firearm and Ammunition Industries. If
Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section
does not apply. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the
Texas Government Code, the City is prohibited from entering into a contract for goods or services
that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the
City with a company with 10 or more full-time employees unless the contract contains a written
verification from the Vendor that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade association. To the extent
that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Vendor certifies that Vendor's signature provides written verification to the City that
Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or
firearm trade association during the term of this Agreement.
18. Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years
after final payment under the Agreement, have access to and the right to examine any directly
pertinent books, documents, papers and records of Vendor involving transactions relating to the
Agreement. Vendor agrees that City shall have access during normal working hours to all
Addendum Page 5 of 7
necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to
conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable
advance notice of intended audits.
(signature page follows)
Addendum Page 6 of 7
ACCEPTED AND AGREED:
CITY:
City of
Fort Worth
Sc
By:
Name:
Jesica McEachern
Title:
Assistant City Manager
Date:
09/16/2026
Approval Recommended:
By:
Chris+opher }+order
Christopher Harder (Sep 10.20260655:21 CDT)
Name:
Chris Harder, P.E.
Title:
Director, Water Department
Attest:
By:
Name
Title:
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�titi� h „�x- aaan aEzos44
Jannette S. Goodall
City Secretary
VENDOR:
Motorola Solutions, Inc.
By:
Name: Chris Bainter
Title: VP Sales
Date: August 27, 2026
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
By: Richard Lisenbee (Sep 2. 2026 153503 EDT)
Name: Richard Lisenbee
Title: Senior IT Solutions Manager
Approved as to Form and Legality:
11 .O/(.J
By: M. Kevin Anders. II (Sep 10. 2026 8:55:00 2.
Name: M. Kevin Anders, II
Title: Assistant City Attorney
Contract Authorization:
M&C: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Addendum Page 7 of 7
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Avigilon Unity Software End User License Agreement
AVIGILON CORPORATION
AVIGILON UNITY SOFTWARE
END USER LICENSE AGREEMENT
Effective August 15, 2023
I A QUOTE Q
This End User License Agreement (the "Agreement") between Avigilon Corporation,
and affiliated companies ("Avigilon", "We"), as licensor of the Software (as defined
below), and you (being the person or other legal entity that is the end user and
licensee of the Software and Services) ("You" or "Your") governs Your use of the
Software. The term "Software" means: (a) the Avigilon Unity software accompanying,
or being used in association with, this Agreement, including computer software, and
any modified versions and copies of, and upgrades, updates, and additions to, such
software; and (b) any media, printed materials, and "on-line" or electronic
documentation with respect to such software (the "Documentation") The term
"Services" means security services related to the Software. The Software and
Services are collectively referred to as the "Software and Services".
By breaking the seal on the package containing the Software, or downloading,
installing, copying or otherwise using the Software or Services, You agree to be
bound by the terms of this Agreement. If You do not agree to all of the terms and
conditions of this Agreement, do not open, download, install, copy, or otherwise use
the Software or Services.
1. Grant of License.
a. Software License. Subject to the payment of all license fees to Avigilon or
a reseller, as applicable, and as long as You comply with the terms of this
Agreement, Avigilon grants You a limited, non-exclusive license to use the
Software in object code form only in the manner and for the purposes
described in this Agreement and the Documentation. Your use of the
Software is subject to the following principal conditions:
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i. Subject to the limitations on the use of the Software's server application
(the "Server Application") set forth in Section 1(b), You may install the
Software on any number of computers at Your premises.
ii. Components of the Software that are protected by a software or
hardware key or other device may be used on any computer, or cluster
of servers forming the Site, on which the key is installed and activated. If
the key locks the Software to a particular computer, or cluster of servers
configured to work together (a "Site"), the Software may only be used on
that computer or cluster of servers, as applicable. You agree that You
will not attempt to circumvent the mechanisms that bind software or
hardware keys to a particular computer or cluster of servers forming
a Site.
iii. You acknowledge that You must activate the Software with Avigilon and
that there may be instances where You are required to subsequently
reactivate the Software when You make certain hardware changes or
configuration changes to the Software.
b. Access to Services. If applicable, subject to your compliance with the terms
and conditions of this Agreement and payment of fees as set out in an order
form, or similar documentation, pursuant to which you subscribe to the
Services through either us or one of our authorized resellers ("Order Form"),
Avigilon hereby grants You a revocable, non-exclusive, non -transferable, non-
sublicensable, limited right to access and use the Services during the Term
solely for your use by you and your employees, consultants, contractors, and
agents (i) who are authorized by you to access and use the Services under
the rights granted to you pursuant to this Agreement and (ii) for whom
access to the Services has been purchased hereunder ("Authorized Users"),
for internal business operations. Subject to your continued payment of all
license and subscription fees applicable to your use of the Services, and
subject to continued compliance with this Agreement by you and your
Authorized Users, we shall use commercially reasonable efforts to make the
Services available 24 -hours a day, seven days a week, except for (i) planned
downtime, where we will provide you with eight hours advance notice; and
(ii) temporary unavailability resulting from circumstances beyond our
reasonable control, in which instance we shall provide you with notice of
such unavailability as soon as is reasonably practicable following
such event.
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Avigilon Unity Software End User License Agreement
c. Payment of Fees. If applicable, You shall pay us or the reseller, as applicable,
the fees ("Fees") in the amounts and in the manner set forth in applicable
Order Forms.
d. Audit. Avigilon will have the right to conduct an audit of total user licenses
credentialed by You for any Software or Services, and You will cooperate
with such audit. If Avigilon determines that Your usage of the Software or
Services exceeded the total number of licenses purchased by You, Avigilon
or its reseller may invoice You for the additional licenses used by You, pro-
rated for each additional license from the date such license was activated,
and You will pay such invoice.
2. Backup Copy.. You may make a reasonable number of copies of the Software to
be used solely for archival, back-up, or disaster recovery purposes; provided that
You may not operate that copy of the Software at the same time as the original
Software is being operated.
3. Intellectual Property Rights. The Software and Services are licensed, not sold, to
You. The Software and Services and any authorized copies of the Software that
You make are the intellectual property of, and are owned by, Avigilon and, as
applicable, its suppliers and licensors. The structure, organization and code of
the Software and Services are valuable trade secrets and confidential information
of Avigilon and, as applicable, its suppliers and licensors. The Software and
Services are protected by law, including but not limited to the copyright laws of
the United States, Canada, and other countries, and by international treaty
provisions. Except as expressly stated in this Agreement, this Agreement does
not grant You any intellectual property rights in the Software and Services, and all
rights not expressly granted in this Agreement are reserved by Avigilon and, as
applicable, its suppliers and licensors. This Agreement does not grant You any
rights in connection with any trademarks of Avigilon. If you or any of your
employees, contractors, or agents ("your representatives") send or transmit any
communications or materials to us suggesting or recommending changes to the
Software or Services, including without limitation, new features or functionality
relating thereto, or including any comments, questions, suggestions, or the like
("Feedback"), we are free to use such Feedback irrespective of any other
obligation or limitation between you and us governing such Feedback. All
Feedback is and will be treated as non -confidential. You hereby assign to us on
your behalf, and shall cause your representatives to assign to us on their behalf,
all right, title, and interest in any ideas, know-how, concepts, techniques, or other
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intellectual property rights contained in the Feedback, without any attribution or
compensation to you, your representatives, or any third party.
4. Limitations and Restrictions.
a. Copy Protections. You may not copy the Software except as set forth in this
Agreement. Any permitted copy of the Software that You make must contain
the same copyright and other proprietary notices and legends that appear on
or in the Software.
b. Restrictions. You may not: (i) rent, lease, sell, reproduce, sublicense, pledge,
assign, lend, resell for profit, or otherwise transfer, or encumber rights to the
Software and Services, or distribute the Software and Services or Your rights
in the Software and Services; (ii) authorize any portion of the Software to be
copied onto another person's or legal entity's computer or other electronic
device, except as set forth in this Agreement; or (iii) disclose any password
or access protocols in respect of the Software or Services to any person
(except as between you and your Authorized Users) or otherwise allow any
person other than your Authorized Users to gain access to the Software or
Services; (iv) use the Software and Services in violation of the rights of any
third party, including third party intellectual property rights; (v) interfere with
or disrupt the integrity, availability, reliability, or performance of the Services
or the data contained therein; (vi) store or transmit malicious code; (vii)
launch or facilitate, whether intentionally or unintentionally, a denial of
service attack on any of the Services, its users, or us; or (vii) attempt to gain
unauthorized access to the Services, computer systems, or networks related
to the Services. You will take reasonable steps to prevent any unauthorized
copying or distribution of, or access to, the Software and Services.
c. Locally Stored Components. The Software may include a software code
component that may be stored and operated locally on one or more of Your
devices. Once You have paid the required license fees for these devices (as
determined by Avigilon in its sole discretion), You may install, use, or install
and use, one copy of such component of the Software on each of the
devices as licensed by Avigilon. You may then use such component of the
Software in connection with operating the device on which it is installed
solely in the manner set forth in any accompanying Documentation or, in the
absence of such, solely in the manner contemplated by the nature of the
Software.
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d. Embedded Software/Firmware. The Software may also include a software
code component that is resident in a device as provided by Avigilon for
operating that device. You may use such component of the Software solely
in connection with the use of that device, but may not retrieve, copy or
otherwise transfer that software component to any other media or device
without Avigilon's express prior written authorization.
e. Modifications and Derivative Works. You may not make any changes,
translations, enhancements, or modifications to, or create any derivative
works from, the Software and Services or any portion of the Software and
Services without the prior written permission of Avigilon (except as provided
in Section 21 of this Agreement with respect to 'open source' software). Any
attempt to create any derivative works from the Software and Services or
any portion of the Software and Services without the prior written
permission of Avigilon (except as provided in Section 21 of this Agreement
with respect to 'open source' software) shall result in the immediate
termination of this Agreement.
f. Reverse Engineering, Decompilation, Disassembly.. You may not reverse
engineer, peel components, decompile, disassemble or otherwise reduce the
Software or any portion to a human perceptible form or otherwise attempt to
recreate the source code of the Software, and any attempt to do so shall
result in the immediate termination of this Agreement, except and only to the
extent that such activity is expressly permitted by applicable law.
g. Competitive Products. You will not use any information concerning the
Software and Services or any of its components or features to design, build,
train, or improve (directly or indirectly) a product or service that competes
with the Software and Services or any of its components or features.
h. Account Use. You are responsible and liable for all uses of the Software and
Services resulting from access provided by You, directly or indirectly,
whether such access or use is permitted by or in violation of this Agreement.
You are responsible for all acts and omissions of Authorized Users, and you
will be deemed to have breached this Agreement if an Authorized User takes
an act or omission that, if instead were taken by you, would constitute
a breach of this Agreement. You shall use reasonable efforts to make all
Authorized Users aware of this Agreement's provisions as applicable to such
Authorized User's use of the Software and Services and shall cause
Authorized Users to comply with such provisions.
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Avigilon Unity Software End User License Agreement
I. Your Data. You hereby grant to us a non-exclusive, royalty -free, worldwide
license to reproduce, distribute, and otherwise use and display any data or
content, including but not limited to (i) audio and video files and data, that
you or your Authorized Users generate, collect, record, transmit, or store in
connection with their use of the Services; (ii) any system or Services setup,
configuration, usage or performance data, including but not limited to the
names and contact information for you and your Authorized Users, that you
or your Authorized Users generate, collect, record, transmit, or store in
connection with use of the Services; and (iii) any data, content, or other
information that you or your Authorized Users provide to us for customer or
technical support purposes (the "Customer Data") and to perform all acts
with respect to the Customer Data as may be necessary for us to provide the
Services to you, and a non-exclusive, perpetual, irrevocable, royalty -free,
worldwide license to reproduce, distribute, modify, and otherwise use and
display Customer Data incorporated within the data and information related
to your use of the Services and/or information compiled from Customer
Data that we may use in an aggregate and anonymized manner (collectively,
the "Aggregated Statistics")
j. Passwords and Access Credentials. You are responsible for keeping Your
passwords and access credentials associated with the Services confidential
and to manage your account according to the requirements set forth in the
Documentation.
k. Contact Information. You are responsible for providing us with correct
contact information for your account, updated as necessary from time to
time during the Term.
I. Beta Services. If Avigilon makes any beta version of a software application
or services ("Beta Service") available to You, You may choose to use such
Beta Service at Your own discretion, provided, however, that You will use the
Beta Service solely for purposes of Your evaluation of such Beta Service, and
for no other purpose. You acknowledge and agree that all Beta Services are
offered "as -is" and without any representations or warranties or other
commitments or protections from Avigilon. Avigilon will determine the
duration of the evaluation period for any Beta Service, in its sole discretion,
and Avigilon may discontinue any Beta Service at any time. You
acknowledge that Beta Services, by their nature, have not been fully tested
and may contain defects or deficiencies.
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m. Acceptable Use Policy. You, and Your Authorized Users, will comply with
Motorola Solutions Inc.'s Acceptable Use Policy at
https://www.motorolasolutions.
5. Termination and Suspension.
a. Termination. Termination. In addition to any other express termination right
set forth in this Agreement:
i. either party may terminate this Agreement, effective on written notice to
the other party, if the other party materially breaches this Agreement,
and such breach: (A) is incapable of cure; or (B) being capable of cure,
remains uncured 30 days after the non -breaching party provides the
breaching party with written notice of such breach; or
ii. either party may terminate this Agreement, effective immediately upon
written notice to the other party, if the other party: (A) becomes
insolvent or is generally unable to pay, or fails to pay, its debts as they
become due; (B) files or has filed against it, a petition for voluntary or
involuntary bankruptcy or otherwise becomes subject, voluntarily or
involuntarily, to any proceeding under any domestic or foreign
bankruptcy or insolvency law; (C) makes or seeks to make a general
assignment for the benefit of its creditors; or (D) applies for or has
appointed a receiver, trustee, custodian, or similar agent appointed by
order of any court of competent jurisdiction to take charge of or sell any
material portion of its property or business.
iii. without prejudice to any other rights, Avigilon may terminate this
Agreement without notice if You fail to comply with the terms and
conditions of this Agreement. You acknowledge that Avigilon made
a considerable investment of resources in the development, marketing,
and distribution of the Software and Services, and that Your breach of
the Agreement will result in irreparable harm to Avigilon for which
monetary damages would be inadequate. If You breach this Agreement,
in addition to termination, Avigilon will be entitled to all available
remedies at law or in equity (including immediate injunctive relief).
b. Services Term. If applicable, the term of this Agreement with respect to the
Services begins on the date You receive credentials required for access to
the Services, or upon Avigilon otherwise providing access to the Services, or
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as set out in the applicable Order Form, whichever is earliest (the "Effective
Date") and continues until the date set out in the applicable Order Form,
unless terminated earlier pursuant to this Agreement (the "Term").
c. Effect of Termination. Upon termination of your subscription for or access to
the Services: (i) you and your Authorized Users must immediately
discontinue all use of the Services; (ii) you must promptly pay all remaining
amounts, if any, due and payable under the applicable Order Form(s); and (iii)
we will cease providing the Services to you and your Authorized Users. In the
event of termination of this Agreement for any reason, You must
immediately destroy all copies of the Software (including backup copies)
and all of its component parts. To the extent the Software is embedded in
hardware or firmware, You will provide prompt access to Avigilon or its
representatives to remove or lock Software and Services features or
functionality as Avigilon determines. The provisions of this Agreement
which, by their terms, require performance after termination of this
Agreement, including but not limited to those contained in Sections 3
(Intellectual Property Rights), 5 (Termination), 13 (Exclusive Remedy), 14
(Limitation of Liability), 16 (Indemnity by You) and 20 (Jurisdiction), will
survive the termination of this Agreement.
d. Access to Customer Data. We will not delete Subscriber Data for a period of
60 days following termination of the Services (the "Post -Termination
Retention Period"). During the Post -Termination Retention Period you may
retrieve Customer Data only if you have paid all amounts due under this
Agreement. We will make the Customer Data available to you in a non-
proprietary format and assist you with retrieval during the Post -Termination
Retention Period. You agree to pay our reasonable expenses, on a time and
materials basis, for the assistance we provide in assisting you with retrieval
of the Customer Data. WE HAVE NO OBLIGATION TO MAINTAIN THE
CUSTOMER DATA BEYOND THE POST -TERMINATION RETENTION PERIOD,
AND WE MAY THEREAFTER DELETE THE CUSTOMER DATA, UNLESS
LEGALLY PROHIBITED FROM DOING SO, OR UNLESS AN EXTENSION OF
THE POST -TERMINATION RETENTION PERIOD IS AGREED TO. Upon your
request and provided that you have paid all amounts due under this
Agreement, we may agree to a reasonable extension of the Post -Termination
Retention Period. If we are legally prevented from deleting the Customer
Data beyond the Post -Termination Retention Period you agree to pay all
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costs associated with continued storage until the Customer Data is either
deleted or retrieved by you.
e. Suspension. Notwithstanding anything to the contrary in this Agreement, we
may temporarily suspend Your access and any Authorized User's access to
any portion or all of the Services if: (i) we reasonably determine that (A) there
is a threat or attack on any of the Services; (B) use of the Services disrupts
or poses a security risk to us, any third party or to any other subscriber or
vendor; (C) the Services are used for fraudulent or illegal activities; (D)
subject to applicable law, You have ceased to continue its business in the
ordinary course, made an assignment for the benefit of creditors or similar
disposition of its assets, or become the subject of any bankruptcy,
reorganization, liquidation, dissolution, or similar proceeding; (E) there is
a breach of our Acceptable Use Policy; (F) our provision of the Services to
you or any Authorized User is prohibited by applicable law; or (ii) any vendor
of ours has suspended or terminated our access to or use of any Third -Party
Products required to enable you to access the Services.
f. Effect of Suspension. Upon any restriction or suspension of your access to
the Services for your failure to comply with this Agreement, until the causal
factor of any such restriction/suspension is rectified to our satisfaction: (i)
you and you Authorized Users must immediately discontinue all use of the
Services (except as we may otherwise specifically permit pursuant to the
terms of such restriction/suspension); (ii) to the extent within your
reasonable control, you must promptly rectify the causal factor of the
restriction/suspension; and (iii) we will, in our discretion, cease providing the
Services (or portion thereof) to you and your Authorized Users.
6. Export Restrictions. You, Your employees, and any other Authorized Users will not
access or use the Software and Services in any jurisdiction in which the provision
of such Software and Services is prohibited under applicable laws or regulations
(a "Prohibited Jurisdiction"), and You will not provide access to the Software and
Services to any government, entity, or individual located in a Prohibited
Jurisdiction. You represent and warrant that (a) You and Your 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) You and Your Authorized
Users are not a national of, or a company registered in, any Prohibited
Jurisdiction; (c) You will not permit Your Authorized Users to access or use the
Software or Services in violation of any U.S. or other applicable export
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embargoes, prohibitions or restrictions; and (d) You and Your Authorized Users
will comply with all applicable laws regarding the transmission of technical data
exported from the U.S. and the country in which You, Your employees, and the
Authorized Users are located.
7. Applicable Laws. Some jurisdictions prohibit, restrict or provide requirements for
the recording and processing of audio, video, personal information, or any
combination of audio, video and personal information, under certain
circumstances. You agree that You will at all times use the Software and Services
in conformity with all applicable laws, statutes, ordinances, and rules of each of:
(a) the jurisdiction(s) in which You use the Software and Services; and (b) the
jurisdiction(s) in which each camera, microphone, or other recording or security
device which provides data to You through the Software and Services is located.
Any breach of the foregoing is a material breach of this Agreement that operates
to terminate the license for the Software and Services immediately without
notice, rendering any further use of the Software unlawful.
8. Support Services. Avigilon may provide You with support services related to the
Software ("Support Services"). Any supplemental software files (either Avigilon
or third party) and other computer information and related explanatory written
materials and files provided to You as part of the Support Services are
considered part of the Services and subject to the terms and conditions of this
Agreement.
9. Upgrades and Updates. To the extent Avigilon makes them available, Software
upgrades and updates may only be used to replace all or part of the original
Software that You are licensed to use. Software upgrades and updates do not
increase the number of copies of the Software licensed to You. If the Software
licensed under this Agreement is an upgrade or update of a component of
a package of software programs that You previously licensed as a single product,
the Software may be used and transferred only as part of that single product
package and may not be separated for use on more than one computer unless
and to the extent that You are licensed to use the previously licensed software on
more than one computer. Software upgrades and updates downloaded free of
charge via an Avigilon authorized World Wide Web or FTP site may be used to
upgrade multiple computers provided that You are licensed to use the original
software being upgraded or updated on those computers. Upgrades and updates
to the Software and Services may be licensed to You by Avigilon with additional
or different terms. You are responsible for downloading and installing the current
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version of the updated Software for installation on a client, as such Software may
be updated from time to time. Avigilon will use reasonable efforts to continue
supporting the replaced Software for forty-five (45) days following the release of
an update, but Avigilon may update the current version of the client Software at
any time, including for bug fixes, product improvements, and feature updates, and
Avigilon makes no representations or warranties that any Software will support
prior versions of the client Software.
You acknowledge and agree that we have the right, in our sole discretion, to
modify the Services from time to time. You will be notified of changes to the
Services when you first access the Services after such a change is made. You will
be required to accept the changes to continue to use the Services. You are
responsible for reviewing and becoming familiar with any such modifications.
Your continued use of the Services after the effective date of the modifications
will be deemed acceptance of the modified terms. We will use reasonable efforts
to provide advance notice of modifications to the Services that we reasonably
believe are material by placing a notice on the Avigilon.com website, notifying
you through the Services, by sending you an email, or by some other means.
Notwithstanding the foregoing, from time to time we may develop updates,
upgrades, patches, bug fixes, or other modifications to improve the performance
of the Services or for other purposes at our sole discretion. You agree that we
may automatically install such updates, upgrades, patches, bug fixes, or other
modifications without providing any additional notice to you or receiving any
additional consent from you.
10. U.S. Government License Rights. This Section 10 only applies to U.S. Government
end users. The Software and Services and Documentation 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
Services and Documentation are distributed and licensed to U.S. Government end
users: (i) only as commercial items, and (ii) with only those rights as are granted
to all other end users pursuant to the terms and conditions contained herein.
11. Transfer. You may only transfer Your rights under this Agreement: (a) as part of
a permanent sale or transfer of all of the devices for which the Software is
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licensed; (b) if You transfer all of the Software (including all component parts, the
media and printed materials, and any upgrades), and this Agreement; (c) if You
do not retain any copies of any portion of the Software; (d) if the recipient agrees
to the terms of this Agreement; and (e) if the Software is an upgrade, such
transfer also includes all prior versions of the Software. Satisfaction of all these
conditions is required; failure to meet any of these conditions renders such
transfer null and void.
12. Warranties. Avigilon warrants that the medium on which the Software is
recorded, and any software or hardware key associated with the Software, will be
free of defects in materials and workmanship under normal use for a period of
sixty (60) days from the date of Your receipt of the original Software licensed
under this Agreement.
You warrant that you own all right, title, and interest, including all intellectual
property rights, in and to Customer Data and that both the Customer Data and
your use of the Services are in compliance with this Agreement.
EXCEPT AS PROVIDED ABOVE, AND TO THE MAXIMUM EXTENT PROVIDED BY
LAW, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE
SOFTWARE AND SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK
AS TO SATISFACTORY QUALITY, PERFORMANCE AND ACCURACY IS WITH YOU
AND AVIGILON AND ITS SUPPLIERS AND LICENSORS PROVIDE THE SOFTWARE
AND SERVICES "AS -IS" AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL
OTHER WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, OR
STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF: (A)
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) ACCURACY
OR COMPLETENESS OF RESPONSES, RESULTS, OR INFORMATIONAL CONTENT;
(C) WORKMANLIKE EFFORT; (D) CORRESPONDENCE TO DESCRIPTION; (E) TITLE
OR NON -INFRINGEMENT OR NON -MISAPPROPRIATION OF INTELLECTUAL
PROPERTY RIGHTS OF A THIRD PARTY; (F) CUSTOM OR TRADE; (G) QUIET
ENJOYMENT; OR (H) SYSTEM INTEGRATION. AVIGILON MAKES NO WARRANTY
THAT ANY PORTION OF THE SOFTWARE OR SERVICES WILL OPERATE ERROR -
FREE, FREE OF ANY SECURITY DEFECTS, OR IN AN UNINTERRUPTED MANNER.
AVIGILON SHALL NOT BE RESPONSIBLE FOR PROBLEMS CAUSED BY CHANGES
IN THE OPERATING CHARACTERISTICS OF THE DEVICE(S) UPON WHICH THE
SOFTWARE IS OPERATING, OR FOR PROBLEMS IN THE INTERACTION OF THE
SOFTWARE AND SERVICES WITH NON-AVIGILON SOFTWARE OR HARDWARE
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PRODUCTS. AVIGILON NEITHER ASSUMES NOR AUTHORIZES ANY OTHER
PERSON PURPORTING TO ACT ON ITS BEHALF TO MODIFY OR TO CHANGE
THIS WARRANTY, NOR TO ASSUME FOR AVIGILON ANY OTHER WARRANTY OR
LIABILITY CONCERNING THE SOFTWARE AND SERVICES. THE WARRANTY
MADE BY AVIGILON MAY BE VOIDED BY ABUSE OR MISUSE. THIS LIMITED
WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER
RIGHTS UNDER MANDATORY LAW THAT VARY FROM STATE TO STATE AND
COUNTRY TO COUNTRY.
13. Exclusive Remedy. The entire liability of Avigilon, its affiliates, and their respective
directors, officers and employees (collectively, the "Avigilon Parties") and Your
exclusive remedy under the warranty set forth above will be, at Avigilon's option,
to: (a) attempt to correct Software errors with efforts Avigilon believes suitable to
the problem; (b) replace at no cost the recording medium, Software or
Documentation with functional equivalents as applicable, provided that You send
Avigilon a replacement request, the defective medium and the documentation
evidencing the date and amount You paid for the Software prior to the expiration
of the sixty (60) day warranty period; or (c) refund a pro -rated portion of the
license fee paid for such Software (less depreciation based on a two-year life
expectancy) and terminate this Agreement, provided, in each case, that Avigilon
is notified in writing of all warranty problems during the applicable warranty
period. Any replacement item will be warranted for the remainder of the original
warranty period. No remedy is provided for failure of the Software if such failure
is the result of accident, abuse, alteration or misapplication with respect to the
Software or any hardware on which it is loaded. Warranty service or assistance
may be provided remotely.
14. Limitation of Liability.
a. DISCLAIMER OF CONSEQUENTIAL DAMAGES. EXCEPT FOR PERSONAL
INJURY OR DEATH, AVIGILON, ITS AFFILIATES, AND ITS AND THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS,
AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE "AVIGILON
PARTIES") WILL NOT BE LIABLE IN CONNECTION WITH THIS AGREEMENT
(WHETHER UNDER AVIGILON'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 AVIGILON HAS BEEN ADVISED BY
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CUSTOMER OR ANY THIRD PARTY OF THE POSSIBILITY OF SUCH
DAMAGES OR LOSSES AND WHETHER OR NOT SUCH DAMAGES OR
LOSSES ARE FORESEEABLE.
b. DIRECT DAMAGES. EXCEPT FOR PERSONAL INJURY OR DEATH, THE TOTAL
AGGREGATE LIABILITY OF THE AVIGILON 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 TOTAL FEES
PAID FOR THE SOFTWARE AND SERVICES TO WHICH THE CLAIM IS
RELATED DURING THE CONSECUTIVE TWELVE (12) MONTH PERIOD
IMMEDIATELY PRECEDING THE EVENT FROM WHICH THE FIRST
CLAIM AROSE.
c. ADDITIONAL EXCLUSIONS. NOTWITHSTANDING ANY OTHER PROVISION
OF THIS AGREEMENT, AVIGILON WILL HAVE NO LIABILITY FOR DAMAGES
ARISING OUT OF (A) CUSTOMER DATA, INCLUDING ITS TRANSMISSION TO
AVIGILON, OR ANY OTHER DATA AVAILABLE THROUGH THE SUBSCRIPTION
SOFTWARE OR SERVICES; (B) EQUIPMENT PROVIDED BY YOU, NON-
AVIGILON CONTENT, YOUR SITES, OR THIRD -PARTY EQUIPMENT,
HARDWARE, SOFTWARE, DATA, OR OTHER THIRD -PARTY MATERIALS, OR
THE COMBINATION OF THE SOFTWARE OR SERVICES WITH ANY OF THE
FOREGOING; (C) LOSS OF DATA OR HACKING, RANSOM WARE, OR OTHER
THIRD -PARTY ATTACKS OR DEMANDS; (D) MODIFICATION OF SOFTWARE
OR SERVICES BY ANY PERSON OTHER THAN AVIGILON; (E)
RECOMMENDATIONS PROVIDED IN CONNECTION WITH OR BY THE
SOFTWARE AND SERVICES; (F) DATA RECOVERY SERVICES OR DATABASE
MODIFICATIONS; (G) INTERRUPTION OR FAILURE OF CONNECTIVITY,
VULNERABILITIES, OR SECURITY EVENTS; (H) DISRUPTION OF OR DAMAGE
TO YOUR OR THIRD PARTIES' SYSTEMS, EQUIPMENT, OR DATA, INCLUDING
DENIAL OF ACCESS TO USERS, OR SHUTDOWN OF SYSTEMS CAUSED BY
INTRUSION DETECTION SOFTWARE OR HARDWARE; (I) AVAILABILITY OR
ACCURACY OF ANY DATA AVAILABLE THROUGH THE SOFTWARE OR
SERVICES, OR INTERPRETATION, USE, OR MISUSE THEREOF; (J) TRACKING
AND LOCATION -BASED SERVICES; (K) BETA SERVICES; OR (L) YOUR OR
ANY AUTHORIZED USER'S BREACH OF THIS AGREEMENT OR MISUSE OF
THE SUBSCRIPTION SOFTWARE OR SERVICES.
d. Voluntary Remedies. Avigilon is not obligated to remedy, repair, replace, or
refund the purchase price for the disclaimed issues above, but if Avigilon
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agrees to provide Services to help resolve such issues, You will reimburse
Avigilon for its reasonable time and expenses.
e. Statute of Limitations. You may not bring any claims against an Avigilon
Party in connection with this Agreement or the Software and Services more
than one (1) year after the date of accrual of the cause of action.
15. Indemnity by Avigilon. Avigilon will defend at its expense any suit brought against
You to the extent it is based on a third -party claim alleging that the Software
directly infringes a United States patent or copyright ("Infringement Claim").
Avigilon's duties to defend and indemnify are conditioned upon: You promptly
notifying Avigilon in writing of the Infringement Claim; Avigilon having sole
control of the defense of the suit and all negotiations for its settlement or
compromise; and You providing to Avigilon cooperation and, if requested by
Avigilon, reasonable assistance in the defense of the Infringement Claim. In
addition to Avigilon's obligation to defend, and subject to the same conditions,
Avigilon will pay all damages finally awarded against You by a court of competent
jurisdiction for an Infringement Claim or agreed to, in writing, by Avigilon in
settlement of an Infringement Claim.
If an Infringement Claim occurs, or in Avigilon's opinion is likely to occur, Avigilon
may at its option and expense: (a) procure for You the right to continue using the
Software; (b) replace or modify the Software so that it becomes non -infringing
while providing functionally equivalent performance; or (c) accept the return of
the Software and grant You a credit for the Software, less a reasonable charge for
depreciation. The depreciation amount will be calculated based upon generally
accepted accounting standards.
Avigilon will have no duty to defend or indemnify for any Infringement Claim that
is based upon: (a) the combination of the Software with any software, apparatus
or device not furnished by Avigilon; (b) the use of ancillary equipment or software
not furnished by Avigilon and that is attached to or used in connection with the
Software; (c) Software designed or manufactured in accordance with Your
designs, specifications, guidelines or instructions, if the alleged infringement
would not have occurred without such designs, specifications, guidelines or
instructions; (d) a modification of the Software by a party other than Avigilon; (e)
use of the Software in a manner for which the Software was not designed or that
is inconsistent with the terms of this Agreement; or (f) the failure by You to install
an enhancement release to the Software that is intended to correct the claimed
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infringement. In no event will Avigilon's liability resulting from its indemnity
obligation to You extend in any way to royalties payable on a per use basis or
Your revenues, or any royalty basis other than a reasonable royalty based upon
revenue derived by Avigilon from You from sales or license of the infringing
Software.
This Section 15 provides Your sole and exclusive remedies and Avigilon's entire
liability in the event of an Infringement Claim. You have no right to recover and
Avigilon has no obligation to provide any other or further remedies, whether
under another provision of this Agreement or any other legal theory or principle,
in connection with an Infringement Claim. In addition, the rights and remedies
provided in this Section 15 are subject to and limited by the restrictions set forth
in Section.
16. Indemnity by You. You will defend, indemnify and save harmless each of the
Avigilon Parties from and against all actions, proceedings, demands, claims,
liabilities, losses, damages, judgments, costs and expenses including, without
limiting the generality of the foregoing, legal fees and disbursements actually
incurred, together with all applicable taxes, which any such indemnified person
under this Section 16 may be liable to pay or may incur by reason of, or directly or
indirectly arising out of, any breach of this Agreement by You or any of Your
directors, officers, employees, agents, or contractors, or on Your instructions,
including, without limiting for foregoing, for any claims: (i) that the Customer
Data, or any use of the Customer Data in accordance with this Agreement,
infringes or misappropriates a third party's privacy or intellectual property rights;
provided that you may not settle any Third -Party Claim against us unless we
consent to such settlement, and further provided that we will have the right, at
our option, to defend against any such Third -Party Claim or to participate in the
defense thereof by counsel of our own choice.
17. Confidentiality_
a. 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 or that a reasonable businessperson
would consider non-public and confidential by its nature. With respect to
Avigilon, Confidential Information will also include the Services, as well as
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any other information relating to the Services. 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.
b. Obligations of Confidentiality. During the Term (as defined below) 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; (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.
c. 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 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
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Information to the extent required by law, including a judicial or legislative
order or proceeding.
18. Entire Agreement. This Agreement constitutes the entire agreement between the
parties, and supersedes any previous agreements between the parties, with
respect to the subject matter of this Agreement. Any terms of any purchase order
or other instrument issued by either party in connection with this Agreement that
is in addition to or inconsistent with the terms of this Agreement shall have no
force or effect unless signed by both parties.
19. Amendment. Any amendment to this Agreement shall be put in writing and
signed by both parties prior to being in effect. Notwithstanding the foregoing:
a. Avigilon reserves the right to unilaterally amend this Agreement at any time
without advance notice to You where the amendments involve (i) correcting
typographical errors; (ii) correcting inconsistent, incorrect, or ambiguous
wording for the purpose of clarifying the intended purposes and intent of the
applicable wording (but without altering its nature or scope); or (iii) updating
this Agreement to better address or comply with the provisions of applicable
laws.
b. This Agreement may be superseded by a subsequent End User License
Agreement that You agree to in connection with Avigilon's providing to You
any future component, release, upgrade or other modification or addition to
the Software.
20. Jurisdiction. All matters relating to or arising out of the Agreement are governed
by the laws of the State of Illinois, unless Customer is the United States
Government (or an agency thereof), in which case all matters relating to or
arising out of the Agreement will be governed by the laws of the State in which
the Software and Services are provided, and the courts in Cook County, Illinois
and the courts of appeal therefrom will have exclusive jurisdiction to hear any
proceedings relating to this Agreement. The terms of the U.N. Convention on
Contracts for the International Sale of Goods and the Uniform Computer
Information Transactions Act will not apply.
21. Incorporation of 'Open Source' and other Third Party Software. Portions of the
Software and Services may be subject to certain third party license agreements
governing the use, copying, modification, redistribution and warranty of those
portions of the Software, including what is commonly known as 'open source'
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software. No warranty is provided by Avigilon for any such third party software.
By using the Software 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 open source 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 and Your programs are distributed
under the terms of that license. If applicable, a copy of such source code may be
obtained free of charge by contacting Your Avigilon representative.
22. Collection of Data. By Your acceptance of the terms of this Agreement, You agree
that Avigilon may:
a. collect, from time to time, information about the computer(s) on which You
have installed or will be using the Software. This information represents
a configuration of Your computer(s) but includes no personal information,
information about other software or data on Your computer, or information
about the specific make or model of Your computer(s). A hash of this
information may be disclosed to a third party vendor, Flexera Software LLC
("Flexera"), to assist with management and enforcement of Your hardware
and software keys. Avigilon may also disclose to Flexera Your business
name, the business name from whom You purchased the Software, the
name of the site on which the Software is installed, and the other hardware
and software keys installed at that site (if any). The information will be used
solely to associate Your computer(s) with the hardware and software keys
and to identify Your computer(s). The Flexera Privacy Policy can be found at:
https://www.flexerasoftware.com/legal/privacy-policy.html.
b. collect, or use a third party to collect (on Avigilon's behalf), from time to time,
Your system configuration and system usage data. This information will be
used only to further develop and improve the Software and Avigilon's
associated products and services. Avigilon shall not utilize or disclose this
data in a form that personally identifies You.
c. use third -party service providers, including cloud storage and transfer
platforms, in conjunction with the Services (including, as applicable, the
cloud computing and services platform created and hosted by Microsoft
Corporation which we use as a means of providing the Cloud Service (or
portions thereof) to you "Microsoft Azure"). Accordingly, any information,
including personal information, that you or your Authorized Users collect in
https://wewv.avigilon.com/unity-video-eula 19/22
2/24/26, 8:03 AM
Avigilon Unity Software End User License Agreement
connection with the use of the Services may be processed in, and subject to
the laws of jurisdictions other than the jurisdiction(s) where you or your
Authorized Users are located, or where the personal information was
originally collected. We do not represent or warrant that the Services are
appropriate for use in any particular jurisdiction. By using the Services, you
and your Authorized Users represent that you, and they, have provided
appropriate notice of, and obtained appropriate consent to, the cross -border
transfer and processing of any personal information that you or your
Authorized Users collect, record, transmit, or store in connection with the
Services, in accordance with the laws and regulations applicable to such
transfers and processing.
Any personal information collected by Avigilon is subject to the Avigilon's
Privacy Statement, available at avigilon.com/privacy, as may be amended
from time to time. You further agree to comply with Microsoft Corporation's
then current Acceptable Use Policy (or similar or successor policy)
applicable to Microsoft Azure, as currently included in the Online Service
Terms applicable to Microsoft Azure, which are currently available at: https://
www.microsoft.com/en-ca/Licensing/product-licensing/products.aspx.
Additional terms and conditions applicable to the Software and Services are
set forth in the Avigilon Unified Global Data Processing Agreement at:
https://www.avigilon.com/global-data-processing-agreement.
23. Demonstration and Evaluation Copies. A demonstration or evaluation copy of the
Software and Services is covered by this Agreement, provided that the licenses
contained in this Agreement expire at the end of the demonstration or evaluation
period.
24. Enurement. All covenants, representations, warranties and agreements of the
parties contained in this Agreement will be binding upon and will enure to the
benefit of the parties and their respective successors and assigns.
25. Severability.. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, it shall be severed and the remaining provisions shall continue in
full force and effect.
26. Non -Waiver. The waiver or failure of Avigilon to exercise in any respect any right
provided in this Agreement will not be deemed a waiver of any further right under
this Agreement.
https:/Awvw.avigilon.com/unity-video-eula 20/22
2/24/26, 8:03 AM
Avigilon Unity Software End User License Agreement
27. Compliance with Licenses. You agree that upon request from Avigilon or its
authorized representative, You will, within thirty (30) days of such request, fully
document and certify that Your use of any and all Software and Services at the
time of the request is in conformity with Your valid license(s) from Avigilon. You
agree to use Your best efforts and to take all reasonable steps to safeguard the
Software and Services to ensure that no unauthorized person shall have access
thereto and that no unauthorized copy or distribution, in any form, of the Software
shall be made.
28. Additional Restrictions. The Software and Services may be subject to additional
restrictions and conditions on use as specified in the Documentation, which
additional restrictions and conditions are hereby incorporated into and made
a part of this Agreement.
29. Tools and Utilities. Software distributed via an Avigilon-authorized World Wide
Web or FTP site (or similar Avigilon-authorized distribution means) as a tool or
utility may be copied and installed without limitation provided that the Software is
not distributed or sold and the Software is only used for the intended purpose of
the tool or utility and in conjunction with Avigilon products. All other terms and
conditions of this Agreement continue to apply.
ABOUT US
PARTNERS
INVESTORS
NEWSROOM
TRAININGS
https://www.avigilon.com/unity-video-eula 21/22
2/24/26, 8:03 AM
Avigilon Unity Software End User License Agreement
CAREERS
COMMUNITY
1 r I?ril jA i•.Nr I rl, AGUtUflOt A ;OLIJTIONS and the Stylized M Logo are trademarks or registered trademarks of Motur,la
i.aI, i ia; k Holdings. LLf. and are used under licerrse. All other trademarks are the properly of their respective ovdnei s
2026 tvirrtoiola Solutions, Inc All rights reserved
ii Ica -.y "Ir JIriIr.z�rl C ,rnmunication Preference Your California Privacy CIug....-s
Cookie Pref iencr ,,
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FORT WORTH®
City Secretary's Office
Contract Routing & Transmittal Slip
Contractor's Name: Motorola Solutions, Inc.
Subject of the Agreement: License Transfer Agreement
M&C Approved by the Council? * Yes ❑ No II
If so, the M&C must be attached to the contract.
Is this an Amendment to an Existing contract? Yes 0 No 0
If so, provide the original contract number and the amendment number.
Is the Contract "Permanent"? *Yes ❑ No 0
If unsure, see back page for permanent contract listing.
Is this entire contract Confidential? *Yes ❑ No 0 If only specific information is
Confidential, please list what information is Confidential and the page it is located.
Effective Date: Upon being signed by ACM
If different from the approval date.
Expiration Date: As long as Avigilon Licensing is valid
If applicable.
Is a 1295 Form required? * Yes ❑ No
*If so, please ensure it is attached to the approving M&C or attached to the contract.
Project Number: If applicable. n/a
*Did you include a Text field on the contract to add the City Secretary Contract (CSC)
number? Yes 0 No 0
Contracts need to be routed for CSO processing in the following order:
1. Katherine Cenicola (Approver)
2. Jannette S. Goodall (Signer)
3. Allison Tidwell (Form Filler)
*Indicates the information is required and if the information is not provided, the contract will be
returned to the department.
Water IT, Water Department Routing and Transmittal Slip
DOCUMENT TITLE: Motorola Solutions, Inc. License Transfer Agreement
TO
ROLE
APPROVER
INITIALS
Andrew Vieck, Sr. IT Tech Support Analyst, Water Dept.
Approver
Rick Lisenbee, Sr. IT Manager, Water Department
Signer
Motorola has already signed.
Signer
Shane Zondor, Assistant Director, Water Department
Approver
Chris Harder, Director, Water Department
Signer
Kevin Anders, Asst City Attorney
Signer
Jesica McEachern, Assistant City Manager
Signer
Katherine Cenicola, Assistant City Secretary
Approver
Kc
Jannette Goodall, City Secretary
Signer
Allison Tidwell, Administrative Asst, City Secretary
Form Filler
Charmaine Baylor, Sr. IT Business Planner, Water
Acceptor
EXPLANATION
Please review and approve/sign this License Transfer Agreement between Motorola Solutions,
Inc. and the Fort Worth Water Department, transferring existing licenses from Pelco VideoXpert
software to Avigilon Unity licenses. There is no additional cost.
If you have any questions or concerns, please email me.
Charmaine Baylor
Sr. IT Business Planner, Water IT
Fort Worth Water Department
Phone: (817) 392-6629
Email: Charmaine.ba lor(l fortworthtexas.gov