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DocuSign Envelope ID: F842A29D-SDEF-410B-A860-3A1 E4AE8E5DC
<br />EXHIBIT A
<br />GENERAL TERMS AND CONDITIONS
<br />(9-1-1 SERVICES AND SoF-rwARE LICENSE)
<br />licensable and non -transferable, limited license and
<br />sublicense (to the extent allowed by any third -party
<br />agreements) to use the Software and Documentation
<br />solely for the Permitted Use in the Territory during
<br />the Term.
<br />2.2. Scope of Licensed Access and Use.
<br />Customer may use and run one copy of the Software
<br />on Customer's network at any of the Designated
<br />Site(s). The total number of Designated Site(s) shall
<br />not exceed the number set forth under the Agreement
<br />(including these Terms), except as expressly agreed
<br />to in writing by the Parties and subject to any
<br />appropriate adjustment of the license fees payable
<br />under the Agreement.
<br />3. USE RESTRICTIONS. Except as the Agreement
<br />(including these Terms) expressly permits, Customer
<br />shall not, and shall not permit any other Person to:
<br />(a) copy the Software, in whole or in part;
<br />(b) modify, correct, adapt, translate,
<br />enhance or otherwise prepare derivative works or
<br />improvements of any Software;
<br />(c) rent, lease, lend, sell, sublicense, assign,
<br />distribute, publish, transfer or otherwise make
<br />available the Software to any Person, including
<br />on or in connection with the internet or any
<br />time-sharing, service bureau, software as a
<br />service, cloud or other technology or service;
<br />(d) reverse engineer, disassemble,
<br />decompile, decode or adapt the Software, or
<br />otherwise attempt to derive or gain access to the
<br />source code of the Software, in whole or in part;
<br />(e) bypass or breach any security device or
<br />protection used for or contained in the Software
<br />or Documentation;
<br />(f) remove, delete, efface, alter, obscure,
<br />translate, combine, supplement or otherwise
<br />change any trademarks, terms of the
<br />Documentation, warranties, disclaimers, or
<br />Intellectual Property Rights, proprietary rights or
<br />other symbols, notices, marks or serial numbers
<br />on or relating to any copy of the Software or
<br />Documentation;
<br />(g) use the Software in any manner or for
<br />any purpose that infringes, misappropriates or
<br />otherwise violates any Intellectual Property
<br />Right or other right of any Person, or that
<br />violates any applicable Law;
<br />(h) use the Software for purposes of:
<br />(i) benchmarking or competitive analysis of the
<br />Software; (ii) developing, using or providing a
<br />competing software product or service; or
<br />(iii) any other purpose that is to INdigital's
<br />detriment or commercial disadvantage;
<br />(i) use the Software in or in connection
<br />with the design, construction, maintenance,
<br />operation or use of any hazardous environments,
<br />systems or applications, any safety response
<br />systems or other safety -critical applications, or
<br />any other use or application in which the use or
<br />failure of the Software could lead to personal
<br />injury or severe physical or property damage; or
<br />0) use the Software or Documentation
<br />other than for the Permitted Use or in any
<br />manner or for any purpose or application not
<br />expressly permitted by the Agreement (including
<br />these Terms).
<br />4. DELIVERY AND INSTALLATION. INdigital
<br />shall deliver and install one (1) copy of the Software
<br />to Customer. Risk of loss of any tangible media on
<br />which the Software is delivered shall pass to
<br />Customer on delivery.
<br />4.1. Acceptance. Customer will test whether the
<br />Software operates in accordance with the
<br />Documentation ("Acceptance Testing") pursuant to
<br />the terms of this Section 4. Upon completion of the
<br />Software installation, Customer shall have fourteen
<br />(14) days to test the Software and notify INdigital in
<br />writing of any defect or deficiency. If the initial
<br />Acceptance Testing fails, INdigital shall, within
<br />fifteen (15) days of the Acceptance Testing and at its
<br />cost, correct the errors so disclosed and Customer
<br />may repeat the Acceptance Testing. If the subsequent
<br />Acceptance Testing fails, and such failure does not
<br />arise from or relate to any failure or defect of
<br />Customer's or any third -party's product, service,
<br />hardware, software, system or network, INdigital
<br />shall, within fifteen (15) days of the subsequent
<br />Acceptance Testing, at its cost, correct the errors so
<br />disclosed and Customer may again repeat the
<br />Acceptance Testing. If the subsequent Acceptance
<br />Testing fails two (2) or more times, Customer may
<br />terminate the Agreement (including these Terms) on
<br />written notice to INdigital. On termination, INdigital
<br />shall refund all license fees paid by Customer under
<br />the Agreement (including these Terms) within thirty
<br />(30) days of receipt of such notice, and such refund
<br />shall be Customer's sole and exclusive remedy for
<br />any unresolved Acceptance Testing failures. In any
<br />event, Customer shall be deemed to have accepted
<br />the Software if. (a) the Acceptance Testing is
<br />certified by Customer to be successful; or
<br />(b) Customer commences operational use of the
<br />Software.
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