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DocuSign Envelope ID: F842A29D-5DEF-4106-A860-3A1E4AE8E5DC <br />7. <br />EXHIBIT A <br />GENERAL TERMS AND CONDITIONS <br />(9-1-1 SERVICES AND SOFrwARE LICENSE) <br />reference into, the Agreement or such other address <br />or account as INdigital may specify in writing from <br />time to time. <br />6.5. Late Payment. If Customer fails to make <br />any payment when due then, in addition to all other <br />remedies that may be available to INdigital: <br />(a) INdigital may charge interest on the <br />past due amount at the rate of 1.5% per month <br />calculated daily and compounded monthly or, if <br />lower, the highest rate permitted under <br />applicable Law; <br />(b) Customer shall reimburse INdigital for <br />all reasonable costs incurred by INdigital in <br />collecting any late payment of amounts due or <br />related interest, including attorneys' fees, court <br />costs and collection agency fees; and <br />(c) if such failure continues for fifteen (15) <br />days following written notice thereof, INdigital <br />may: (i) disable Customer's use of the Software <br />(including by means of a disabling code, <br />technology or device); (ii) withhold, suspend or <br />revoke its grant of a license and/or sublicense <br />under the Agreement; and/or (iii) terminate the <br />Agreement (including these Terms) under <br />Section 9.3(a) or Section 9.3(b) of these Terms, <br />as applicable. <br />6.6. No Deductions or Setoffs. All amounts <br />payable to INdigital under the Agreement (including <br />these Terms) shall be paid by Customer to INdigital <br />in full without any setoff, recoupment, counterclaim, <br />deduction, debit or withholding for any reason (other <br />than any deduction or withholding of tax as may be <br />required by applicable Law). <br />SECURTTY MEASURES. The Software may contain <br />technological measures designed to prevent <br />unauthorized or illegal use of the Software. Customer <br />acknowledges and agrees that: (a) INdigital may use <br />these and other lawful measures to verify Customer's <br />compliance with the terms of the Agreement <br />(including these Terms) and enforce INdigital's <br />rights, including all Intellectual Property Rights, in <br />and to the Software; (b) INdigital may deny any <br />individual access to and/or use of the Software if <br />INdigital, in its sole reasonable discretion, believes <br />that Person's use of the Software would violate any <br />provision of the Agreement (including these Terms); <br />and (c) INdigital and its Representatives may collect, <br />maintain, process and use diagnostic, technical, usage <br />and related information, including information about <br />Customer's computers, systems and software, that <br />INdigital may gather periodically to improve the <br />performance of the Software or develop Maintenance <br />Releases. This information will be treated in <br />accordance with INdigital's privacy policy, as <br />amended from time to time. <br />F.1MFPNFWFW7Q It 1111410 WRIT <br />8.1. Intellectual Proaerty Ownership. Customer <br />acknowledges and agrees that: <br />(a) the Software and Documentation are <br />licensed or sublicensed and not sold to Customer <br />by INdigital and Customer does not and will not <br />have or acquire under or in connection with the <br />Agreement (including these Terms) any <br />ownership interest in the Software or <br />Documentation, or in any related Intellectual <br />Property Rights; <br />(b) INdigital and its licensor(s) are and will <br />remain the sole and exclusive owners of all right, <br />title and interest in and to the Software and <br />Documentation, including all Intellectual <br />Property Rights relating thereto, subject only to <br />the limited license granted to Customer under the <br />Agreement; and <br />(c) Customer hereby unconditionally and <br />irrevocably assigns to INdigital or INdigital's <br />designee, Customer's entire right, title and <br />interest in and to any Intellectual Property Rights <br />that Customer may now or hereafter have in or <br />relating to the Software or Documentation <br />(including any rights in derivative works or <br />patent improvements relating to either of them), <br />whether held or acquired by operation of law, <br />contract, assignment or otherwise. <br />8.2. Customer Cooperation and Notice of <br />Infringement. Customer shall, during the Term: <br />(a) take all reasonable measures to <br />safeguard the Software and Documentation <br />(including all copies thereof) from infringement, <br />misappropriation, theft, misuse or unauthorized <br />access; <br />(b) at INdigital's expense, take all such <br />steps as INdigital may reasonably require to <br />assist INdigital in maintaining the validity, <br />enforceability and INdigital's ownership of the <br />Intellectual Property Rights in the Software and <br />Documentation; <br />(c) promptly notify INdigital in writing if <br />Customer becomes aware of: <br />(i). any actual or suspected infringement, <br />misappropriation or other violation of <br />INdigital's Intellectual Property Rights in <br />or relating to the Software or <br />