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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 SOFTWARE LICENSE)
<br />PURPOSE.
<br />13. EXPORT REGULATION, Customer shall not
<br />itself, or permit any other Person to, export, re-export
<br />or release, directly or indirectly any Controlled
<br />Technology to any country, jurisdiction or Person to
<br />which the export, re-export or release of Controlled
<br />Technology (a) is prohibited by applicable Law or (b)
<br />without first completing all required undertakings
<br />(including obtaining any necessary export license).
<br />14, FORCE MA TEURF..
<br />14.1. No Breach or Default. In no event will
<br />INdigital be liable or responsible to Customer, or be
<br />deemed to have defaulted under or breached the
<br />Agreement (including these Terms), for any failure or
<br />delay in fulfilling or performing any term of the
<br />Agreement (including these Terms), when and to the
<br />extent such failure or delay is caused by any
<br />circumstances beyond INdigital's reasonable control
<br />(a "Force Majeure Event"), including acts of God,
<br />flood, fire, earthquake or explosion, war, terrorism,
<br />invasion, riot or other civil unrest, embargoes or
<br />blockades in effect on or after the date of the
<br />Agreement, national or regional emergency, strikes,
<br />labor stoppages or slowdowns or other industrial
<br />disturbances, passage of Law or any action taken by a
<br />governmental or public authority, including imposing
<br />an export or import restriction, quota or other
<br />restriction or prohibition or any complete or partial
<br />government shutdown, or national or regional
<br />shortage of adequate power or telecommunications or
<br />transportation. Either Party may terminate the
<br />Agreement if a Force Majeure Event continues
<br />substantially uninterrupted for a period of 90 days or
<br />more.
<br />14.2. Obligations. In the event of any failure or
<br />delay caused by a Force Majeure Event, INdigital
<br />shall give prompt written notice to Customer stating
<br />the period of time the occurrence is expected to
<br />continue and use commercially reasonable efforts to
<br />end the failure or delay and minimize the effects of
<br />such Force Majeure Event.
<br />15.1. Further Assurances. On a Party's
<br />reasonable request, the other Party shall, at the
<br />requesting Party's sole cost and expense, execute and
<br />deliver all such documents and instruments, and take
<br />all such further actions, as may be necessary to give
<br />full effect to the Agreement.
<br />15.2. Relationship of the Parties. The
<br />relationship between the Parties is that of
<br />independent contractors. Nothing contained in the
<br />Agreement (including these Terms) shall be
<br />construed as creating any agency, partnership, joint
<br />venture or other form of joint enterprise, employment
<br />or fiduciary relationship between the Parties, and
<br />neither Party shall have authority to contract for or
<br />bind the other Party in any manner whatsoever.
<br />15.3. Notices. Except as otherwise expressly set
<br />forth in the Agreement, any notice, request, consent,
<br />claim, demand, waiver or other communication under
<br />the Agreement will have legal effect only if in
<br />writing and addressed to a Party at its address or
<br />e-mail designated in the Agreement. Notices sent in
<br />accordance with this Section 15.3 will be deemed
<br />effectively given: (i) when received, if delivered by
<br />hand, with signed confirmation of receipt; (ii) when
<br />received, if sent by a nationally recognized overnight
<br />courier, signature required; (iii) when sent, if by
<br />e-mail, (in each case, with confirmation of
<br />transmission), if sent during the addressee's normal
<br />business hours, and on the next business day, if sent
<br />after the addressee's normal business hours; and (iv)
<br />on the third business day after the date mailed by
<br />certified or registered mail, return receipt requested,
<br />postage prepaid.
<br />15.4. Interpretation. For purposes of the
<br />Agreement (including these Terms): (i) the words
<br />"include," "includes" and "including" are deemed to
<br />be followed by the words "without limitation"; (ii)
<br />the word "or" is not exclusive; (iii) the words
<br />"herein," "hereof," "hereby," "hereto" and
<br />"hereunder" refer to the Agreement as a whole
<br />(including these Terms); (iv) words denoting the
<br />singular have a comparable meaning when used in
<br />the plural, and vice versa; and (v) words denoting any
<br />gender include all genders. Unless the context
<br />otherwise requires, references in the Agreement
<br />(including these Terms): (x) to exhibits, exhibits,
<br />attachments and appendices mean the exhibits,
<br />exhibits, attachments and appendices attached to, the
<br />Agreement (including these Terms); (y) to an
<br />agreement, instrument or other document means such
<br />agreement, instrument or other document as
<br />amended, supplemented and modified from time to
<br />time to the extent permitted by the provisions thereof;
<br />and (z) to a statute means such statute as amended
<br />from time to time and includes any successor
<br />legislation thereto and any regulations promulgated
<br />thereunder. The Parties intend the Agreement
<br />(including these Terms) to be construed without
<br />regard to any presumption or rule requiring
<br />construction or interpretation against the party
<br />drafting an instrument or causing any instrument to
<br />be drafted. The exhibits, schedules, attachments and
<br />appendices referred to in the Agreement (including
<br />these Terms) are an integral part of the Agreement to
<br />the same extent as if they were set forth verbatim in
<br />
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