|
confidentiality, and will contractually obligate its sub -processors to a duty of confidentiality, with
<br />respect to the handling of Customer Data and any Personal Data contained in Service Use Data.
<br />2.5. Customer's Obligations. Customer is solely responsible for its compliance with all Data
<br />Protection Laws and establishing and maintaining its own policies and procedures to ensure such
<br />compliance. Customer must not use the Products and Services in a manner that would violate
<br />applicable Data Protection Laws. Customer must have sole responsibility for (i) the lawfulness of
<br />any transfer of Personal Data to Motorola, (ii) the accuracy, quality, and legality of Personal Data
<br />provided to Motorola; (iii) the means by which Customer acquired Personal Data, and (iv) the
<br />provision of any required notices to, and obtaining any necessary acknowledgements,
<br />authorizations or consents from Data Subjects. Customer takes full responsibility to keep the
<br />amount of Personal Data provided to Motorola to the minimum necessary for Motorola to perform
<br />in accordance with the Agreement. Customer must be solely responsible for its compliance with
<br />applicable Data Protection Laws.
<br />2.6. Customer Indemnity. Customer will defend, indemnify, and hold Motorola and its
<br />subcontractors harmless from and against any and all damages, losses, liabilities, and expenses
<br />(including reasonable fees and expenses of attorneys) arising from any actual or threatened
<br />third -party claim, demand, action, or proceeding arising from or related to Customer's failure to
<br />comply with its obligations under this Agreement and/or applicable Data Protection Laws.
<br />Motorola will give Customer prompt, written notice of any claim subject to the foregoing
<br />indemnity. Motorola will, at its own expense, cooperate with Customer in its defense or
<br />settlement of the claim.
<br />2.7. Motorola's Indemnity. Motorola will defend, indemnify, and hold Customer, its City
<br />Council, employees, agents and representatives harmless from and against any and all
<br />damages, losses, liabilities, and expenses (including reasonable fees and expenses of
<br />attorneys) arising from any actual or threatened third -party claim, demand, action, or proceeding
<br />arising from or related to Motorola's failure to comply with its obligations under this Agreement
<br />and/or applicable U.S. Data Privacy Protection Laws. Customer will give Motorola prompt, written
<br />notice of any claim subject to the foregoing indemnity.
<br />3. Service Use Data. Except to the extent that it is Personal Information, Customer
<br />understands and agrees that Motorola may collect and use Service Use Data for its own purposes,
<br />provided that such purposes are compliant with applicable Data Protection Laws. Service Use
<br />Data may be processed by Motorola at any of its global locations and/or disclosed to
<br />Subprocessors.
<br />4. Third -Party Data and Motorola Data. Motorola Data and Third Party Data may be
<br />available to Customer through the Products and Services. Customer and its Authorized Users
<br />may use the Motorola Data and Third Party Data as permitted by Motorola and the applicable
<br />third -party data provider, as described in the Agreement or applicable Addendum. Unless
<br />expressly permitted in the Agreement or applicable Addendum, Customer must not, and must
<br />ensure its Authorized Users must not: (a) use the Motorola Data or Third -Party Data for any
<br />purpose other than Customer's internal business purposes or disclose the data to third parties;
<br />(b) "white label" such data or otherwise misrepresent its source or ownership, or resell, distribute,
<br />sublicense, or commercially exploit the data in any manner; (c) use such data in violation of
<br />applicable laws ; (d) use such data for activities or purposes where reliance upon the data could
<br />lead to death, injury, or property damage; (e) remove, obscure, alter, or falsify any marks or
<br />proprietary rights notices indicating the source, origin, or ownership of the data; or (f) modify such
<br />data or combine it with Customer Data or other data or use the data to build databases. Additional
<br />Data Processing Addendum V.2022.12
<br />
|