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2023-074
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DocuSign Envelope ID: F842A29D-5DEF-4106-A860-3A1E4AE8E5DC <br />EXHIBIT A <br />GENERAL TERMS AND CONDITIONS <br />(9-1-1 SERVICES AND SoYrwARE LICENSE) <br />the requirements of this Section 9.4; and <br />(b) all amounts payable by Customer to <br />INdigital of any kind under the Agreement <br />(including these Terms) are immediately payable <br />and due no later than thirty (30) days after the <br />effective date of the expiration or INdigital's <br />termination of the Agreement. <br />9.5. Surviving Terms. The provisions set forth <br />in the following sections, and any other right, <br />obligation or provision under the Agreement <br />(including these Terms) that, by its nature, should <br />survive termination or expiration of the Agreement <br />(including these Terms), will survive any expiration <br />or termination of the Agreement: this Section 9.5 of <br />these Terms, Section 1 of these Terms (Definitions), <br />Section 5 of these Terms (Confidentiality), Section 8 <br />of these Terms (Intellectual Property Rights), Section <br />14 of these Terms (Representations and Warranties), <br />for clarity, including Section 10.7 of these Terms <br />(Disclaimer of Warranties), Section 11 of these Terms <br />(Indemnification), Section 12 of these Terms <br />(Limitation of Liability), and Section 15 of these <br />Terms (Miscellaneous). <br />10.1. Mutual Representations and Warranties. <br />Each Party represents, warrants and covenants to the <br />other Party that: <br />(a) it has the full right, power and authority <br />to enter into and perform its obligations and <br />grant the rights, licenses and authorizations it <br />grants and is required to grant under the <br />Agreement (including these Terms); <br />(b) the execution of the Agreement by its <br />representative whose signature is set forth at the <br />end of the Agreement has been duly authorized <br />by all necessary action of such Party; and <br />(c) when executed and delivered by both <br />Parties, the Agreement (including these Terms) <br />will constitute the legal, valid and binding <br />obligation of such Party, enforceable against <br />such Party in accordance with its terms. <br />10.2. Limited Warranty. Subject to the <br />limitations and conditions set forth in Section 10.3 of <br />these Terms and Section 10.4 of these Terms, <br />INdigital warrants to Customer that for a period of <br />ninety (90) days from the Effective Date (the <br />"Warranty Period"), the Software will substantially <br />conform in all material respects to the specifications <br />set forth in the Documentation, when installed, <br />operated and used as recommended in the <br />Documentation and in accordance with the <br />Agreement (including these Terms). <br />10.3. Customer ReQuiremgnts. The limited <br />warranty set forth in Section 10.2 of these Terms <br />applies only if Customer: (a) notifies INdigital in <br />writing of the warranty breach before the expiration <br />of the Warranty Period; (b) has promptly installed all <br />Maintenance Releases to the Software that INdigital <br />previously made available to Customer; and (c) as of <br />the date of notification, is in compliance with all <br />terms and conditions of the Agreement (including <br />these Terms) (including the payment of all license <br />fees then due and owing). <br />10.4. ExceDtions. Notwithstanding any provisions <br />to the contrary in the Agreement (including these <br />Terms), the limited warranty set forth in Section 10.2 <br />of these Terms does not apply to problems arising out <br />of or relating to: <br />(a) Software, or the media on which it is <br />provided, that is modified or damaged by <br />Customer or its Representatives; <br />(b) any operation or use of, or other activity <br />relating to, the Software other than as specified <br />in the Documentation, including any <br />incorporation in the Software of, or combination, <br />operation or use of the Software in or with, any <br />technology (including any software, hardware, <br />firmware, system or network) or service not <br />specified for Customer's use in the <br />Documentation, unless otherwise expressly <br />permitted by INdigital in writing; <br />(c) Customer's or any third party's <br />negligence, abuse, misapplication or misuse of <br />the Software, including any use of the Software <br />other than as specified in the Documentation or <br />expressly authorized by INdigital in writing; <br />(d) Customer's failure to promptly install <br />all Maintenance Releases that INdigital has <br />previously made available to Customer; <br />(e) the operation of, or access to, Customer's <br />or a third party's system or network; <br />(f) any beta software, software that <br />INdigital makes available for testing or <br />demonstration purposes, temporary software <br />modules or software for which INdigital does not <br />receive a license fee; <br />(g) Customer's material breach of any <br />provision of the Agreement (including <br />these Terms); <br />(h) any other circumstances or causes <br />outside of the reasonable control of INdigital <br />
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