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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 SoyrwARE LICENSE) <br />the Agreement. <br />15.5. $gadjpgg. The headings in the Agreement <br />(including these Terms) are for reference only and do <br />not affect the interpretation of the Agreement <br />(including these Terms). <br />15.6. Entire Agreement. The Agreement, <br />together with these Terms and any other documents <br />incorporated by reference into the Agreement (and, if <br />applicable, together with the Software Support and <br />Maintenance Agreement), constitute the sole and <br />entire agreement of the Parties with respect to the <br />subject matter of the Agreement and supersede all <br />prior and contemporaneous understandings, <br />agreements, representations and warranties, both <br />written and oral, with respect to such subject matter. <br />15.7. Assignment. Customer shall not assign or <br />otherwise transfer any of its rights, or delegate or <br />otherwise transfer any of its obligations or <br />performance, under the Agreement (including these <br />Terms) without INdigital's prior written consent. Any <br />purported assignment, delegation or transfer in <br />violation of this Section 15.7 is void. The Agreement <br />(including these Terms) inures to the benefit of, and <br />is binding on and enforceable against, the Parties and <br />their respective permitted successors and assigns. <br />15.8. No Third -Party Beneficiaries. The <br />Agreement (including these Terms) are for the sole <br />benefit of the Parties and their respective permitted <br />successors and permitted assigns and nothing in the <br />Agreement (including these Terms), express or <br />implied, is intended to or shall confer on any other <br />person or entity any legal or equitable right, benefit <br />or remedy of any nature whatsoever under or by <br />reason of the Agreement (including these Terms). <br />15.9. Amendment and Modification: Waiver. <br />No amendment to, modification of, or rescission, <br />termination or discharge of the Agreement (including <br />these Terms) is effective unless it is in writing, <br />identified as an amendment to or rescission, <br />termination or discharge of the Agreement (including <br />these Terms) and signed by an authorized <br />representative of each Party. No waiver by any Party <br />of any of the provisions of the Agreement (including <br />these Terms) shall be effective unless explicitly set <br />forth in writing and signed by the Party so waiving. <br />Except as otherwise set forth in the Agreement <br />(including these Terms), no failure to exercise, or <br />delay in exercising, any rights, remedy, power or <br />privilege arising from the Agreement (including these <br />Terms) shall operate or be construed as a waiver <br />thereof; nor shall any single or partial exercise of any <br />right, remedy, power or privilege under the <br />Agreement (including these Terms) preclude any <br />other or further exercise thereof or the exercise of any <br />other right, remedy, power or privilege. <br />15.10. Severability. If any provision of the <br />Agreement (including these Terms) is invalid, illegal <br />or unenforceable in any jurisdiction, such invalidity, <br />illegality or unenforceability shall not affect any <br />other term or provision of the Agreement (including <br />these Terms) or invalidate or render unenforceable <br />such term or provision in any other jurisdiction. On <br />such determination that any term or other provision is <br />invalid, illegal or unenforceable, the Parties shall <br />negotiate in good faith to modify the Agreement so as <br />to effect the original intent of the Parties as closely as <br />possible in a mutually acceptable manner in order <br />that the transactions contemplated by the Agreement <br />(including these Terms) be consummated as <br />originally contemplated to the greatest extent <br />possible. <br />15.11. Governine Law: Submission to <br />Jurisdiction. The Agreement (including these Terms) <br />is governed by and construed in accordance with the <br />internal laws of the State of Indiana without giving <br />effect to any choice or conflict of law provision or <br />rule that would require or permit the application of <br />the laws of any jurisdiction other than those of the <br />State of Indiana. Any legal suit, action or proceeding <br />arising out of or related to the Agreement will be <br />instituted exclusively in the federal courts of the <br />United States District Court of the Northern District <br />of Indiana or the courts of the State of Indiana in each <br />case located in the city of Fort Wayne and County of <br />Allen, and each Party irrevocably submits to the <br />exclusive jurisdiction of such courts in any such suit, <br />action or proceeding. Service of process, summons, <br />notice or other document by mail to such Party's <br />address set forth in Number 2 of the Agreement will <br />be effective service of process for any suit, action or <br />other proceeding brought in any such court. <br />15.12. Waiver of Jury Trial. Each Party <br />irrevocably and unconditionally waives any right it <br />may have to a trial by jury in respect of any legal <br />action arising out of or relating to the Agreement or <br />the transactions contemplated by the Agreement <br />(including these Terms). <br />15.13. Eauitable Remedies. Customer <br />acknowledges and agrees that a breach or threatened <br />breach by Customer of any of its obligations under <br />Section 3 of these Terms (Use Restrictions), Section <br />5 of these Terms (Confidentiality), Section 8 of these <br />Terms (Intellectual Property Rights) or Section 11 of <br />these Terms (Indemnification) would cause INdigital <br />irreparable harm for which monetary damages would <br />not be an adequate remedy and that, in the event of <br />such breach or threatened breach, INdigital will be <br />