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performance and error information, activity logs and date and time of use; "Customer Data"
<br />means data, information, and content, including images, text, videos, documents, audio,
<br />telemetry, location and structured data base records, provided by, through, or on behalf of
<br />Customer, its Authorized Users, and their end users through the use of the Products and Services.
<br />Customer Data does not include Customer Contact Data, Service Use Data, or information from
<br />publicly available sources or other Third -Party Data or Motorola Data; "Third -Party Data" means
<br />information obtained by Motorola from publicly available sources or its third party content
<br />providers and made available to Customer through the Products or Services; "Motorola Data"
<br />means data owned or licensed by Motorola; "Feedback" means comments or information, in oral
<br />or written form, given to Motorola by Customer or Authorized Users, including their end users, in
<br />connection with or relating to the Products or Services; and "Process" or "Processing" means
<br />any operation or set of operations which is performed on personal information or on sets of
<br />personal information, whether or not by automated means, such as collection, recording, copying,
<br />analyzing, caching, organization, structuring, storage, adaptation, or alteration, retrieval,
<br />consultation, use, disclosure by transmission, dissemination or otherwise making available,
<br />alignment or combination, restriction, erasure or destruction.
<br />10.2. Motorola Materials. Customer acknowledges that Motorola may use or provide Customer
<br />with access to software, tools, data, and other materials, including designs, utilities, models,
<br />methodologies, systems, and specifications, which Motorola has developed or licensed from third
<br />parties (including any corrections, bug fixes, enhancements, updates, modifications, adaptations,
<br />translations, de -compilations, disassemblies, or derivative works of the foregoing, whether made
<br />by Motorola or another party) (collectively, "Motorola Materials"). The Products and Services,
<br />Motorola Data, Third -Party Data, and Documentation, are considered Motorola Materials. Except
<br />when Motorola has expressly transferred title or other interest to Customer by way of an
<br />Addendum or Ordering Document, the Motorola Materials are the property of Motorola or its
<br />licensors, and Motorola or its licensors retain all right, title and interest in and to the Motorola
<br />Materials (including, all rights in patents, copyrights, trademarks, trade names, trade secrets,
<br />know-how, other intellectual property and proprietary rights, and all associated goodwill and moral
<br />rights). For clarity, this Agreement does not grant to Customer any shared development rights in
<br />or to any Motorola Materials or other intellectual property, and Customer agrees to execute any
<br />documents and take any other actions reasonably requested by Motorola to effectuate the
<br />foregoing. Motorola and its licensors reserve all rights not expressly granted to Customer, and no
<br />rights, other than those expressly granted herein, are granted to Customer by implication,
<br />estoppel or otherwise. Customer will not modify, disassemble, reverse engineer, derive source
<br />code or create derivative works from, merge with other software, distribute, sublicense, sell, or
<br />export the Products and Services or other Motorola Materials, or permit any third party to do so.
<br />10.3. Ownership of Customer Data. Customer retains all right, title and interest, including
<br />intellectual property rights, if any, in and to Customer Data. Motorola acquires no rights to
<br />Customer Data except those rights granted under this Agreement including the right to Process
<br />and use the Customer Data as set forth in Section 10.4 — Processing Customer Data below
<br />and in other applicable Addenda. The Parties agree that with regard to the Processing of personal
<br />information which may be part of Customer Data, Customer is the controller and Motorola is the
<br />processor, and may engage sub -processors pursuant to Section 10.4.3 — Sub -processors.
<br />10.4. Processing Customer Data.
<br />10.4.1. Motorola Use of Customer Data. To the extent permitted by law, Customer grants
<br />Motorola and its subcontractors a right to use Customer Data and a royalty -free,
<br />worldwide, non-exclusive license to use Customer Data (including to process, host,
<br />cache, store, reproduce, copy, modify, combine, analyze, create derivative works
<br />Motorola Customer Agreement 11
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