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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 SOFrwARE LICENSE)
<br />handle and defend the same, at the Indemnitor's sole
<br />cost and expense. The Indemnitee's failure to perform
<br />any obligations under this Section 11 will not relieve
<br />the Indemnitor of its obligations under this Section 11
<br />except to the extent that the Indemnitor can
<br />demonstrate that it has been materially prejudiced as
<br />a result of such failure. The Indemnitee may
<br />participate in and observe the proceedings at its own
<br />cost and expense with counsel of its own choosing.
<br />11.4. Mitigation. If the Software, or any part of
<br />the Software, is, or in INdigital's opinion is likely to
<br />be, claimed to infringe, misappropriate or otherwise
<br />violate any third -party Intellectual Property Right, or
<br />if Customer's use of the Software is enjoined or
<br />threatened to be enjoined, INdigital may, at its option
<br />and sole cost and expense:
<br />(a) obtain the right for Customer to
<br />continue to use the Software materially as
<br />contemplated by the Agreement (including these
<br />Terms);
<br />(b) modify or replace the Software, in
<br />whole or in part, to seek to make the Software
<br />non -infringing, while providing materially
<br />equivalent features and functionality, and such
<br />modified or replacement software will constitute
<br />Software under the Agreement (including these
<br />Terms); or
<br />(c) if none of the remedies set forth in the
<br />above Section 11.4(a) or Section 11 AN of these
<br />Terms is reasonably available to INdigital,
<br />terminate the Agreement, in its entirety or with
<br />respect to the affected part or feature of the
<br />Software, effective immediately on written
<br />notice to Customer, in which event:
<br />(i). Customer shall cease all use of
<br />the Software and Documentation
<br />immediately on receipt of Customer's
<br />notice; and
<br />(ii). provided that Customer fully
<br />complies with its post -termination
<br />obligations set forth in Section 9.4 of these
<br />Terms, INdigital shall promptly refund to
<br />Customer, on a pro rata basis, the share of
<br />any license fees prepaid by Customer for the
<br />future portion of the Term that would have
<br />remained but for such termination.
<br />11.5. Sole Remedy. THIS SECTION 11 SETS
<br />FORTH CUSTOMER'S SOLE REMEDIES AND
<br />INDIGITAL'S SOLE LIABILITY AND
<br />OBLIGATION FOR ANY ACTUAL,
<br />THREATENED OR ALLEGED CLAIMS THAT
<br />THE AGREEMENT (INCLUDING THESE
<br />TERMS) OR ANY SUBJECT MATTER OF THE
<br />AGREEMENT (INCLUDING THE SOFTWARE
<br />AND DOCUMENTATION) INFRINGES,
<br />MISAPPROPRIATES OR OTHERWISE VIOLATES
<br />ANY INTELLECTUAL PROPERTY RIGHTS OF
<br />ANY THIRD PARTY.
<br />12. LIMITATION OF LIABILITY.
<br />12.1. EXCLUSION OF DAMAGE . IN NO
<br />EVENT WILL INDIGITAL OR ANY OF ITS
<br />LICENSORS, SERVICE PROVIDERS OR
<br />SUPPLIERS BE LIABLE UNDER OR IN
<br />CONNECTION WITH THE AGREEMENT
<br />(INCLUDING THESE TERMS) OR ITS SUBJECT
<br />MATTER UNDER ANY LEGAL OR EQUITABLE
<br />THEORY, INCLUDING BREACH OF CONTRACT,
<br />TORT (INCLUDING NEGLIGENCE), STRICT
<br />LIABILITY AND OTHERWISE, FOR ANY (a)
<br />INCREASED COSTS, DIMINUTION IN VALUE
<br />OR LOST BUSINESS, PRODUCTION,
<br />REVENUES OR PROFITS, (b) LOSS OF
<br />GOODWILL OR REPUTATION, (c) USE,
<br />INABILITY TO USE, LOSS, INTERRUPTION,
<br />DELAY OR RECOVERY OF ANY SOFTWARE
<br />OR THIRD -PARTY MATERIALS, (d) LOSS,
<br />DAMAGE, CORRUPTION OR RECOVERY OF
<br />DATA, OR BREACH OF DATA OR SYSTEM
<br />SECURITY, (e) COST OF REPLACEMENT
<br />GOODS OR SERVICES, OR (f)
<br />CONSEQUENTIAL, INCIDENTAL, INDIRECT,
<br />EXEMPLARY, SPECIAL, ENHANCED OR
<br />PUNITIVE DAMAGES, IN EACH CASE
<br />REGARDLESS OF WHETHER SUCH PERSONS
<br />WERE ADVISED OF THE POSSIBILITY OF
<br />SUCH LOSSES OR DAMAGES OR SUCH
<br />LOSSES OR DAMAGES WERE OTHERWISE
<br />FORESEEABLE, AND NOTWITHSTANDING
<br />THE FAILURE OF ANY AGREED OR OTHER
<br />REMEDY OF ITS ESSENTIAL PURPOSE.
<br />12.2. CAP ON MONETARY LIABILITY. IN
<br />NO EVENT WILL THE AGGREGATE LIABILITY
<br />OF INDIGITAL AND ITS LICENSORS,
<br />SUPPLIERS AND SERVICE PROVIDERS
<br />ARISING OUT OF OR RELATED TO THE
<br />AGREEMENT (INCLUDING THESE TERMS),
<br />WHETHER ARISING UNDER OR RELATED TO
<br />BREACH OF CONTRACT, TORT (INCLUDING
<br />NEGLIGENCE), STRICT LIABILITY OR ANY
<br />OTHER LEGAL OR EQUITABLE THEORY,
<br />EXCEED THE TOTAL AMOUNTS PAID TO
<br />INDIGITAL UNDER THE AGREEMENT IN THE
<br />12 -MONTH PERIOD PRECEDING THE EVENT
<br />GIVING RISE TO THE CLAIM. THE
<br />FOREGOING LIMITATIONS APPLY EVEN IF
<br />ANY REMEDY FAILS OF ITS ESSENTIAL
<br />
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