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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 />trademark, trade secret, database
<br />protection or other intellectual property
<br />rights laws, and all similar or equivalent
<br />rights or forms of protection, in any part
<br />of the world.
<br />1.19. "Law" means any statute, law,
<br />ordinance, regulation, rule, code, order,
<br />constitution, treaty, common law,
<br />judgment, decree or other requirement
<br />or rule of any federal, state, local or
<br />foreign government or political
<br />subdivision thereof, or any arbitrator,
<br />court or tribunal of competent
<br />jurisdiction.
<br />1.20. "Loss" means any and all losses,
<br />damages, liabilities, deficiencies,
<br />claims, actions, judgments, settlements,
<br />interest, awards, penalties, fines, costs
<br />or expenses of whatever kind, including
<br />reasonable attorneys' fees and the costs
<br />of enforcing any right to
<br />indemnification under the Agreement
<br />and the cost of pursuing any insurance
<br />providers.
<br />1.21. "Maintenance Release" means any
<br />update, upgrade, release or other
<br />adaptation or modification of the
<br />Software, including any updated
<br />Documentation, that INdigital and/or
<br />any third party may provide to
<br />Customer from time to time during the
<br />Term, which may contain, among other
<br />things, error corrections, enhancements,
<br />improvements or other changes to the
<br />user interface, functionality,
<br />compatibility, capabilities, performance,
<br />efficiency or quality of the Software,
<br />but does not include any New Version.
<br />1.22. "New Version" means any new version
<br />of the Software may from time to time
<br />be introduced and marketed generally as
<br />a distinct licensed product (as may be
<br />indicated by INdigital's and/or a third
<br />party's designation of a new version
<br />number), and which INdigital and/or a
<br />third party may make available to
<br />Customer at an additional cost under a
<br />separate written agreement.
<br />1.23. "Parties" has the meaning set forth in
<br />the preamble to these Terms.
<br />1.24. "Party" has the meaning set forth in the
<br />preamble to these Terms.
<br />1.25.
<br />"Payment Failure" has the meaning set
<br />forth in Section 9.3(a) of these Terms.
<br />1.26.
<br />"Permitted Use" has the meaning set
<br />forth in Section 2 of the Agreement.
<br />1.27.
<br />"Person" means an individual,
<br />corporation, partnership, joint venture,
<br />limited liability entity, governmental
<br />authority, unincorporated organization,
<br />trust, association or other entity.
<br />1.28.
<br />"Receiving Party" has the meaning set
<br />forth in Section 5.1 of these Terms.
<br />1.29.
<br />"Renewal Term" has the meaning set
<br />forth in Section 9.2 of these Terms.
<br />1.30. "Representatives" means, with respect
<br />to a Party, that Party's employees,
<br />officers, directors, consultants, agents,
<br />independent contractors, service
<br />providers, sub licensees, subcontractors
<br />and legal advisors.
<br />1.31. "Software" means the software listed in
<br />Exhibit C attached to, and incorporated
<br />by reference into, the Agreement,
<br />together with any Maintenance Releases
<br />provided to Customer pursuant to this
<br />Agreement.
<br />1.32. "Term" has the meaning set forth in
<br />Section 9.2 of these Terms.
<br />1.33. "Territory" has the meaning set forth in
<br />Number 5 of the Agreement.
<br />1.34. "Third -Party Materials" means
<br />materials and information, in any form
<br />or medium, that are not proprietary to
<br />INdigital, including any third -party:
<br />(a) documents, data, content or
<br />specifications; (b) software, hardware or
<br />other products, facilities, equipment or
<br />devices; and (c) accessories,
<br />components, parts or features of any of
<br />the foregoing.
<br />1.35. "Warranty Period" has the meaning
<br />set forth in Section 10.2 of these Terms.
<br />2. LICENSE.
<br />2.1. License Grant. Subject to the terms and
<br />conditions of the Agreement (including these Terms)
<br />and INdigital's rights under any third -party
<br />agreements relating to the Software, and conditioned
<br />on Customer's and its Affiliates' and
<br />Representatives' compliance therewith, INdigital
<br />hereby grants to Customer a non-exclusive, non -sub
<br />
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