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DocuSign Envelope ID: F842A29D-5DEF-4106-A860-3A1 E4AE8E5DC
<br />EXHIBIT A
<br />GENERAL TERMS AND CONDITIONS
<br />(9-1-1 SERVICES AND SOFTWARE LICENSE)
<br />Documentation; or
<br />(ii). any claim that the Software or
<br />Documentation, including any production,
<br />use, marketing, sale or other disposition of
<br />the Software or Documentation, in whole
<br />or in part, infringes, misappropriates or
<br />otherwise violates the Intellectual Property
<br />Rights or other rights of any Person; and
<br />(d) fully cooperate with and assist INdigital
<br />in all reasonable ways in the conduct of any
<br />claim, suit, action or proceeding (each, an
<br />"Action") by INdigital to prevent or abate any
<br />actual or threatened infringement,
<br />misappropriation or violation of INdigital's
<br />rights in, and to attempt to resolve any claims
<br />relating to, the Software or Documentation.
<br />8.3. No Implied Rights. Except for the limited
<br />rights and licenses expressly granted under the
<br />Agreement, nothing in the Agreement (including
<br />these Terms) grants, by implication, waiver, estoppel
<br />or otherwise, to Customer or any third party any
<br />Intellectual Property Rights or other right, title, or
<br />interest in or to any of the Software or
<br />Documentation.
<br />9. TERM AND TERMINATION.
<br />9.1. Initial Term. The initial term of the
<br />Agreement commences as of the Effective Date and
<br />will continue in effect until such time as specified in
<br />Number 11 of the Agreement, unless terminated
<br />earlier pursuant to any of the Agreement's express
<br />provisions (the "Initial Term").
<br />9.2. Renewal Term. The Agreement will
<br />automatically renew for additional successive terms
<br />specified in Number 11 of the Agreement unless
<br />earlier terminated pursuant to any of the Agreement's
<br />express provisions or either Party gives the other
<br />Party written notice of non -renewal at least ninety
<br />(90) days prior to the expiration of the then -current
<br />term (each, a "Renewal Term" and, collectively,
<br />together with the Initial Term, the "Term").
<br />9.3. Termination. The Agreement may be
<br />terminated at any time:
<br />(a) by INdigital, effective on written notice
<br />to Customer, if Customer fails to pay any amount
<br />when due under the Agreement (including these
<br />Terms), where such failure continues more than
<br />fifteen (15) days after INdigital's delivery of
<br />written notice thereof ("Payment Failure");
<br />(b) by INdigital, immediately on written
<br />notice to Customer if any two or more Payment
<br />Failures occur in any twelve (12) -month period;
<br />(c) by either Party, effective on written
<br />notice to the other Party, if the other Party
<br />materially breaches the Agreement (including
<br />these Terms) and such breach: (i) is incapable of
<br />cure; or (ii) being capable of cure, remains
<br />uncured thirty (30) days after the non -breaching
<br />Party provides the breaching Party with written
<br />notice of such breach (except in the case of a
<br />Payment Failure, which shall be governed by
<br />Section 9.3(a) of these Terms);
<br />(d) by INdigital, effective immediately, if
<br />the Customer: (i) is dissolved or liquidated or
<br />takes any corporate action for such purpose;
<br />(ii) becomes insolvent or is generally unable to
<br />pay its debts as they become due; (iii) becomes
<br />the subject of any voluntary or involuntary
<br />bankruptcy proceeding under any domestic or
<br />foreign bankruptcy or insolvency Law;
<br />(iv) makes or seeks to make a general
<br />assignment for the benefit of its creditors; or (v)
<br />applies for, or consents to, the appointment of a
<br />trustee, receiver or custodian for a substantial
<br />part of its property;
<br />(e) by INdigital, upon notice to Customer,
<br />if Customer is in breach of any other agreement
<br />between the Parties and such breach is not cured
<br />pursuant to the terms of such agreement.
<br />9.4. Effect of Termination or Expiration. On
<br />the expiration or earlier termination of the
<br />Agreement:
<br />(a) all rights, licenses and authorizations
<br />granted to Customer under the Agreement will
<br />immediately terminate and Customer shall:
<br />(i). immediately cease all use of
<br />and other activities with respect to the
<br />Software and Documentation other than
<br />those described in Section 9.4(a)(ii) of
<br />these Terms;
<br />(ii). within sixty (60) days deliver
<br />to INdigital, or at INdigital's written request
<br />destroy, and permanently erase from all
<br />devices and systems Customer directly or
<br />indirectly controls, the Software, the
<br />Documentation and INdigital's Confidential
<br />Information, including all documents, files
<br />and tangible materials (and any partial and
<br />complete copies) containing, reflecting,
<br />incorporating or based on any of the
<br />foregoing, whether or not modified or
<br />merged into other materials;
<br />(iii). certify to INdigital in a signed
<br />written instrument that it has complied with
<br />
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