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Product; or (ii) copy onto or transfer Software installed in one, unit of a Designated Product onto one <br />other device. Licensee may temporarily transfer Software installed on a Designated Product to another <br />device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to <br />Motorola of the temporary transfer and identifies the device on which the Software is transferred. <br />Temporary transfer of the Software to another device must be discontinued when the original <br />Designated Product is returned to operation and the Software must be removed from the other device. <br />Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued. <br />4.4. When using Motorola's Radio Service Software ( "RSS "), Licensee must purchase a separate <br />license for each location at which Licensee uses RSS. Licensee's use of RSS at a licensed location does <br />not entitle Licensee to use or access RSS remotely. Licensee may make one copy of RSS for each <br />licensed location. Licensee shall provide Motorola with a list of all locations at which Licensee uses or <br />intends to use RSS upon Motorola's request. <br />4.5. Licensee will maintain, during the term of this Agreement and for a period of two years <br />thereafter, accurate records relating to this license grant to verify compliance with this Agreement. <br />Motorola or an independent third party ( "Auditor ") may inspect Licensee's premises, books and records, <br />upon reasonable prior notice to Licensee, during Licensee's normal business hours and subject to <br />Licensee's facility and security regulations. Motorola is responsible for the payment of all expenses and <br />costs of the Auditor. Any information obtained by Motorola and the Auditor will be kept in strict <br />confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's <br />compliance with the terms of this Agreement. <br />Section 5 OWNERSHIP AND TITLE <br />Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the <br />Software and Documentation, including, but not limited to, all rights in patents, patent applications, <br />inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating <br />to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, <br />modifications, adaptations, translations, de- compilations, disassemblies, emulations to or derivative <br />works from the Software or Documentation, whether made by Motorola or another party, or any <br />improvements that result from Motorola's processes or, provision of information services). No rights <br />are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those <br />rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, <br />originated, or prepared by Motorola in connection with providing the Software, Designated Products, <br />Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have <br />any shared development or other intellectual property rights. <br />Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY <br />6.1. The commencement date and the term of the Software warranty will be a period of ninety (90) <br />days from Motorola's shipment of the Software (the "Warranty Period "). If Licensee is not in breach of <br />any of its obligations under this Agreement, Motorola warrants that the unmodified Software, when used <br />properly and in accordance with the Documentation and this Agreement, will be free from a <br />reproducible defect that eliminates the functionality or successful operation of a feature critical to the <br />primary functionality or successful operation of the Software. Whether a defect occurs will be <br />determined by Motorola solely with reference to the Documentation. Motorola does not warrant that <br />Licensee's use of the Software or the Designated Products will be uninterrupted, error -free, completely <br />City of Santa Ana 02 April 2015 <br />MCC7500 P25 Dispatch Migration and Subscribers Use or disclosure of this proposal is subject <br />to the restrictions on the cover page. <br />Motorola Solutions Confidential Restricted Terms and Conditions 8 -17 <br />