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DocuSign Envelope ID: F842A29D-5DEF-410B-A860-3A1E4AE8E5DC
<br />EXHIBIT A
<br />GENERAL TERMS AND CONDITIONS
<br />(9-1-1 SERVICES AND SovrwARE LICENSE)
<br />(including abnormal physical or electrical stress);
<br />or
<br />(i) any failure or interruption of any
<br />electrical power, or any accident or cause
<br />external to the Software, including, but not
<br />limited to, problems or malfunctions related to
<br />Customer's network, database, third party
<br />software products, workstation configurations,
<br />Customer's hardware, operator error, or
<br />Customer's negligence or willful misconduct.
<br />10.5. Remedial Efforts. If INdigital breaches, or
<br />is alleged to have breached, the limited warranty set
<br />forth in Section 10.2 of these Terms, INdigital may, at
<br />its sole option and expense, take any of the following
<br />steps to remedy such breach:
<br />(a) replace any damaged or defective media
<br />on which INdigital supplied the Software;
<br />(b) amend, supplement or replace any
<br />incomplete or inaccurate Documentation;
<br />(c) repair the Software;
<br />(d) replace the Software with functionally
<br />equivalent software (which software will, on its
<br />replacement of the Software, constitute
<br />Software); and/or
<br />(e) terminate the Agreement and, provided
<br />that Customer fully complies with all of its
<br />post -termination obligations as set forth in
<br />Section 9.4 of these Terms, promptly refund to
<br />Customer, on a pro rata basis, the share of any
<br />license fees prepaid by Customer for the future
<br />portion of the Term that would have remained
<br />but for such termination.
<br />10.6. Sole Remedy. If INdigital does not cure a
<br />warranty breach or terminate the Agreement as
<br />provided in Section 10.5 of these Terms within a
<br />reasonable period of time after INdigital's receipt of
<br />written notice of such breach, Customer shall have
<br />the right to terminate the Agreement as provided in
<br />Section 9.3(cl of these Terms. Provided that
<br />Customer fully complies with its post -termination
<br />obligations as set forth in Section 9.4 of these Terms,
<br />INdigital shall promptly refund to Customer, on a pro
<br />rata basis, the share of any license fees prepaid by
<br />Customer for the future portion of the Term that
<br />would have remained but for such termination. THIS
<br />SECTION 10.6 SETS FORTH THE CUSTOMER'S
<br />SOLE REMEDY AND INDIGITAUS ENTIRE
<br />OBLIGATION AND LIABILITY FOR ANY
<br />BREACH OF ANY INDIGITAL WARRANTY OF
<br />THE SOFTWARE SET FORTH IN THE
<br />AGREEMENT.
<br />10.7. DISCLAIMER OF WARRANTIES.
<br />EXCEPT FOR THE EXPRESS LIMITED
<br />WARRANTY SET FORTH IN SECTION 10.2 OF
<br />THESE TERMS, ALL SOFTWARE,
<br />DOCUMENTATION AND OTHER PRODUCTS,
<br />INFORMATION, MATERIALS AND SERVICES
<br />PROVIDED BY INDIGITAL ARE PROVIDED "AS
<br />IS." INDIGITAL HEREBY DISCLAIMS ALL
<br />WARRANTIES, WHETHER EXPRESS, IMPLIED,
<br />STATUTORY OR OTHER (INCLUDING ALL
<br />WARRANTIES ARISING FROM COURSE OF
<br />DEALING, USAGE OR TRADE PRACTICE), AND
<br />SPECIFICALLY DISCLAIMS ALL IMPLIED
<br />WARRANTIES OF MERCHANTABILITY,
<br />FITNESS FOR A PARTICULAR PURPOSE, TITLE
<br />AND NON -INFRINGEMENT. WITHOUT
<br />LIMITING THE FOREGOING, INDIGITAL
<br />MAKES NO WARRANTY OF ANY KIND THAT
<br />THE SOFTWARE OR DOCUMENTATION, OR
<br />ANY OTHER INDIGITAL OR THIRD -PARTY
<br />GOODS, SERVICES, TECHNOLOGIES OR
<br />MATERIALS (INCLUDING ANY SOFTWARE OR
<br />HARDWARE), OR ANY PRODUCTS OR
<br />RESULTS OF THE USE OF ANY OF THEM,
<br />WILL MEET CUSTOMER'S OR OTHER
<br />PERSONS' REQUIREMENTS, OPERATE
<br />WITHOUT INTERRUPTION, ACHIEVE ANY
<br />INTENDED RESULT, BE COMPATIBLE OR
<br />WORK WITH ANY OTHER GOODS, SERVICES,
<br />TECHNOLOGIES OR MATERIALS (INCLUDING
<br />ANY SOFTWARE, HARDWARE, SYSTEM OR
<br />NETWORK), OR BE SECURE, ACCURATE,
<br />COMPLETE, FREE OF HARMFUL CODE OR
<br />ERROR FREE. ALL THIRD -PARTY MATERIALS
<br />ARE PROVIDED "AS IS" AND ANY
<br />REPRESENTATION OR WARRANTY OF OR
<br />CONCERNING ANY OF THEM IS STRICTLY
<br />BETWEEN CUSTOMER AND THE
<br />THIRD -PARTY OWNER OR DISTRIBUTOR OF
<br />SUCH OPEN- THIRD -PARTY MATERIALS.
<br />11. INDEMNIFICATION.
<br />11.1. INdigital Indemnification. INdigital shall
<br />indemnify, defend and hold harmless Customer from
<br />and against any and all Losses incurred by Customer
<br />arising out of or relating to any Action by a third
<br />party (other than an Affiliate) to the extent that such
<br />Losses arise from any allegation in such Action that
<br />the Software, or any use of the Software, in the
<br />Territory in accordance with the Agreement
<br />(including these Terms) (including the
<br />Documentation) infringes any U.S. Intellectual
<br />Property Right in the U.S. The foregoing obligation
<br />does not apply to the extent that such Action or
<br />Losses arise from any allegation of or relating to any:
<br />
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