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DocuSign Envelope ID: F842A29D-5DEF-410B-A860-MlE4AE8E5DC <br />EXHIBIT A <br />GENERAL TERMS AND CONDITIONS <br />(9-1-1 SERVICES AND SOFTWARE LICENSE) <br />4.2 MAINTENANCE AND SUPPORT. During the <br />Term, INdigital: (i) will use commercially reasonable <br />efforts to resolve any Incidents reported by <br />Customer; (ii) may provide training services to <br />Customer on Customer's request, at INdigital's <br />standard hourly rates then in effect, and the terms and <br />conditions of the Agreement (including these Terms) <br />will govern the provision of any training services <br />delivered by INdigital to Customer; and (iii) will <br />provide Customer with all Maintenance Releases <br />under the terms and conditions set forth in the <br />Software License Agreement. INdigital has the sole <br />right to determine, in its discretion: (a) what <br />constitutes an Incident; and (b) when an Incident is <br />deemed to be resolved. An "Incident", as used herein <br />and throughout these Terms, means a support request <br />that begins when Customer contacts INdigital to <br />report a specific Error and ends when INdigital <br />either: (a) resolves the Error; or (b) determines in its <br />sole and absolute discretion that the Error cannot be <br />resolved. INdigital will use commercially reasonable <br />efforts to resolve an Incident, but does not guarantee <br />that any Incident will be resolved. <br />As set forth above, during the Term, INdigital will <br />provide Customer with all Maintenance Releases <br />(including updated Documentation) that INdigital <br />may, in its sole discretion, make generally available <br />to its licensees at no additional charge. All <br />Maintenance Releases, being provided by INdigital to <br />Customer under the Agreement, are deemed Software <br />subject to all applicable terms and conditions in the <br />Agreement (including these Terms). As part of the <br />support and maintenance to be provided by INdigital <br />to Customer, Customer will install all Maintenance <br />Releases as soon as practicable after receipt. <br />Customer does not have any right under the <br />Agreement to receive any New Versions of the <br />Software that INdigital or any third -party software <br />provider may, in its sole discretion, release from time <br />to time. Customer may license any New Version at <br />INdigital's then -current list price and subject to a <br />separate license agreement, provided that Customer is <br />in compliance with the terms and conditions of the <br />Agreement (including these Terms). <br />5. CONFIDENTIALITY. <br />5.1. Confidential Information. In connection <br />with the Agreement each Party (as the "Disclosing <br />Party") may disclose or make available to the other <br />Party (as the "Receiving Party") Confidential <br />Information. Subject to Section 5.2 of these Terms, <br />"Confidential Information" means information in <br />any form or medium (whether oral, written, <br />electronic or other) that the Disclosing Party <br />considers confidential or proprietary, including <br />information consisting of or relating to the Disclosing <br />Party's technology, trade secrets, know-how, business <br />operations, plans, strategies, customers, and pricing, <br />and information with respect to which the Disclosing <br />Party has contractual or other confidentiality <br />obligations, whether or not marked, designated or <br />otherwise identified as "confidential". Without <br />limiting the foregoing: (a) the Software and <br />Documentation are the Confidential Information of <br />INdigital; and (b) the financial terms of the <br />Agreement (including these Terms) are the <br />Confidential Information of INdigital. <br />5.2. Exclusions and Exceptions. Confidential <br />Information does not include information that the <br />Receiving Party can demonstrate by written or other <br />documentary records: (a) was rightfully known to the <br />Receiving Party without restriction on use or <br />disclosure prior to such information's being disclosed <br />or made available to the Receiving Party in <br />connection with the Agreement (including these <br />Terms); (b) was or becomes generally known by the <br />public other than by the Receiving Party's or any of <br />its Representatives' noncompliance with the <br />Agreement (including these Terms); (c) was or is <br />received by the Receiving Party on a non -confidential <br />basis from a third party that was not or is not, at the <br />time of such receipt, under any obligation to maintain <br />its confidentiality; or (d) the Receiving Party can <br />demonstrate by written or other documentary records <br />was or is independently developed by the Receiving <br />Party without reference to or use of any Confidential <br />Information. <br />5.3. Protection of Confidential Information. <br />As a condition to being provided with any disclosure <br />of or access to Confidential Information, the <br />Receiving Party shall: <br />(a) not access or use Confidential <br />Information other than as necessary to exercise <br />its rights or perform its obligations under and in <br />accordance with the Agreement (including these <br />Terms); <br />(b) except as may be permitted under the <br />terms and conditions of Section 5.4 of these <br />Terms, not disclose or permit access to <br />Confidential Information other than to its <br />Representatives who: (i) need to know such <br />Confidential Information for purposes of the <br />Receiving Party's exercise of its rights or <br />performance of its obligations under and in <br />accordance with the Agreement (including these <br />Terms); (ii) have been informed of the <br />confidential nature of the Confidential <br />Information and the Receiving Party's <br />obligations under this Section 5: and (iii) are <br />