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2023-074
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Last modified
4/28/2023 10:48:39 AM
Creation date
4/28/2023 10:47:43 AM
Metadata
Fields
Template:
Official Documents
Official Document Type
Agreement
Approved Date
04/18/2023
Control Number
2023-074
Agenda Item Number
8.N.
Entity Name
Communications Venture Corporation INdigital, Inc.
dba INdigital
Subject
Agreement for Text to 911 Services & Software License Agreement
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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 />These General Terms and Conditions for INdigital's 9-1-1 <br />Services and Software License Agreement (the "Terms") <br />supplement the related specific 9-1-1 Services and <br />Software License Agreement (together with these Terms, <br />the "Agreement") between you ("you" or "Customer") <br />and Communications Venture Corporation (d/b/a <br />INdigital), an Indiana corporation ("INdigital" ), for the <br />grant by INdigital to you of a license to certain software <br />specified in the Agreement. These Terms will be deemed <br />to be a part of and are hereby incorporated by reference <br />into the Agreement. <br />These Terms prevail over any of Customer's general <br />terms and conditions regardless of whether or when <br />Customer has submitted its request for proposal, order, or <br />such terms. Provision of services, software license, <br />equipment or other products or goods to Customer does <br />not constitute acceptance of any of Customer's terms and <br />conditions and does not serve to modify or amend these <br />Terms. <br />INdigital and you may each individually be referred to as <br />a "Party" and collectively as the "Parties". <br />1. DEFINITIONS. Capitalized terms used in the <br />Agreement (including these Terms) have the meanings set <br />forth or referred to in this Section 1: <br />1.1. "Acceptance Testing" has the meaning <br />set forth in Section 4 of these Terms. <br />1.2. "Action" has the meaning set forth in <br />Section 8.24dl of these Terms. <br />1.3. "Affiliate" of a Person means any other <br />Person that directly or indirectly, <br />through one or more intermediaries, <br />controls, is controlled by, or is under <br />common control with, such Person. The <br />term "control" (including these Terms <br />"controlled by" and "under common <br />control with") means the direct or <br />indirect power to direct or cause the <br />direction of the management and <br />policies of a Person, whether through <br />the ownership of voting securities, by <br />contract or otherwise. <br />1.4. "Business Day" means a day other than <br />a Saturday, Sunday or other day on <br />which commercial banks in Fort Wayne, <br />Indiana are authorized or required by <br />Law to be closed for business. <br />1.5. "Confidential Information" has the <br />meaning set forth in Section 5.1 of these <br />Terms. <br />1.6. "Controlled Technology" means any <br />software, documentation, technology or <br />other technical data, or any products <br />that include or use any of the foregoing, <br />the export, re-export or release of which <br />to certain jurisdictions or countries is <br />prohibited or requires an export license <br />or other governmental approval, under <br />any Law, including the US Export <br />Administration Act and its associated <br />regulations. <br />1.7. "Customer" has the meaning set forth <br />in the preamble to these Terms. <br />1.8. <br />"Designated Sites" means any of <br />Customer's facilities set forth in Exhibit <br />]J attached to, and incorporated by <br />reference into, the Agreement. <br />1.9. <br />"Disclosing Party" has the meaning set <br />forth in Section 5.1 of these Terms. <br />1.10. <br />"Documentation" means any and all <br />manuals, instructions and other <br />documents and materials that INdigital <br />and/or any third -party provides or <br />makes available to Customer in any <br />form or medium which describe the <br />functionality, components, features or <br />requirements of the Software, including <br />any aspect of the installation, <br />configuration, integration, operation, <br />use, support or maintenance thereof. <br />1.11. <br />"Effective Date" has the meaning set <br />forth in Number 3 of the Agreement. <br />1.12. <br />"Force Majeure Event" has the <br />meaning set forth in Section 14.1 of <br />these Terms. <br />1.13. <br />"Indemnitee" has the meaning set forth <br />in Section 11.3 of these Terms. <br />1.14. <br />"Indemnitor" has the meaning set forth <br />in Section 11.3 of these Terms. <br />1.15. <br />"INdigital" has the meaning set forth in <br />the preamble to these Terms. <br />1.16. <br />"INdigital Indemnitee" has the <br />meaning set forth in Section 11.2 of <br />these Terms. <br />1.17. <br />"Initial Term" has the meaning set <br />forth in Section 9.1 of these Terms. <br />1.18. "Intellectual Property Rights" means <br />any and all registered and unregistered <br />rights granted, applied for or otherwise <br />now or hereafter in existence under or <br />related to any patent, copyright, <br />
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