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Halo Cloud Free One Year Promo

Terms and Conditions

These Terms and Conditions (the ​“Terms”) govern the provision and use of a free one-year software license for Halo Cloud (“License”) offered by Motorola Solutions, Inc., on behalf of itself and its subsidiaries, to eligible participants (the ​“Promotion”). By participating in this Promotion and accepting and using the License, you agree to be bound by these Terms.

  1. Promotion Eligibility.
    1. This Promotion is open to entities who sign a new contract for Halo Cloud by September 27, 2025 (“Promotion End Date”) .
    2. Existing contract renewals, add-ons, modifications and upsells do not qualify for this Promotion.
    3. Motorola reserves the right to determine eligibility in its sole discretion.
  2. License Grant. Upon successful completion of the new contract signing and payment as specified in the new contract, Motorola will grant you a non-exclusive, non-transferable, and royalty-free License to use the Halo Cloud software (“Software”) for a period of one (1) year from the date of activation free of charge. Your use of the Software is governed by the End User License Agreement which is located at https://​ipvideo​corp​.com/​l​i​c​e​n​s​e​-​a​g​r​e​e​m​ents/.
  3. License Period.
    1. The free License period commences on the Software activation date and expires one (1) year thereafter.
    2. Upon termination of the free License period,  your purchased license term will commence per the terms of your contract.
    3. Motorola has no obligation to notify you of the free License expiration.
  4. Equipment. This Promotion does not cover any Halo smart sensors or other equipment (“Equipment”). You are responsible for the purchase and installation of any Equipment associated with the Software by an authorized dealer and shall pay all costs related with such installation.
  5. Software Use Restrictions.
    1. You agree not to, and not to allow others, to copy, modify, create derivative works from, reverse engineer, reverse assemble, decompile or reverse compile the Software. You shall be responsible and liable for any unauthorized use of the Software by your employees, representatives, agents or contractors or any other third party with access to the Software (collectively, your ​“Representatives”).
    2. You shall not use the Software for any illegal or unauthorized purpose.
    3. You shall comply with all applicable laws and regulations in your use of the Software. You are solely responsible for complying with any and all statutory or regulatory requirements associated with use of the Solution, including requirements triggered by voice and data transmission.
  6. Termination. Motorola may terminate the Promotion and the License at any time for any reason or no reason. You may terminate your participation in the Promotion prior to expiration by notifying Motorola. If your contract has been paid for, there will be no refund. In the event you wish to purchase additional Equipment and/​or Software at the conclusion of the Promotion, you will purchase such Equipment and/​or Software from an approved Motorola partner (“Partner”), and any such purchases will be subject to a separate agreement between you and the applicable Partner.
  7. Disclaimer of Warranties. THE SOFTWARE IS PROVIDED ​“AS IS” WITHOUT WARRANTY OF ANY LIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
  8. Indemnity. You shall indemnify, defend and hold harmless Motorola from and against any and all damages, losses, liabilities, claims, suits, actions, costs and expenses (including attorney’s fees) arising out of or resulting from the use of the Software by you or your Representatives.
  9. Limitation of Liability. Motorola does not assume and shall have no liability under these Terms for (a) failure to deliver the Software within a specified time period; (b) availability and delays in delivery of the Software; (c) any failure or interruption of operation of the Software, (d) damage caused by the Software due directly or indirectly to causes beyond the control of Motorola; (e) maintenance and storage of data; (f) disclosure of or failure to protect personally identifiable data. IN NO EVENT SHALL MOTOROLA BE LIABLE FOR ANY INCIDENTAL, INDIRECT, DIRECT, SPECIAL, REMOTE, PUNITIVE OR CONSEQUENTIAL DAMAGES CAUSED BY ITS NEGLIGENCE OR OTHERWISE, NOR FOR REVENUE OR ACTUAL OR PROSPECTIVE PROFITS, SALES, BUSINESS ADVANTAGE, OR GOODWILL, OR ATTORNEY’S FEES, ARISING FROM OR CAUSED, DIRECTLY OR INDIRECTLY BY THE USE OF THE SOFTWARE PROVIDED UNDER THESE TERMS; ECONOMIC LOSS; PERSONAL INJURIES OR PROPERTY DAMAGES SUSTAINED BY YOU OR ANY THIRD PARTIES INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY LOSS OR DAMAGE RESULTING FROM ANY INTERRUPTION CAUSED BY THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MOTOROLA’S TOTAL LIABILITY FOR DAMAGES TO CUSTOMER OR OTHERS SHALL IN NO WAY EXCEED THE FAIR MARKET VALUE OF THE SOFTWARE PROVIDED UNDER THESE TERMS, EXCEPT IN INSTANCES OF BODILY INJURY OR DAMAGE TO TANGIBLE PERSONAL PROPERTY.
  10. Entire Agreement. These Terms set forth the entire agreement of the parties concerning the matters addressed herein, and there are no conditions, agreements, representations, warranties or understandings, express or implied, except as set forth herein. No amendment of these Terms will be valid unless affected by a written instrument signed by both parties. These Terms are not assignable in whole or in part without the prior written consent of the other party, except Motorola shall have the right to assign these Terms at any time without your consent to any subsidiary or affiliate of Motorola.
  11. Governing Law. These Terms shall be governed by the laws of the State of Illinois without giving effect to the conflict of law principles thereof and excluding the Convention on Contracts for the International Sale of Goods. Jurisdiction shall be in the State of Illinois, in the County of Cook, Illinois, and the United States District Court for the Northern District of Illinois and to the respective appellate courts thereof in connection with any appeal therefrom.