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EXHIBIT A
<br />GENERAL TERMS AND CONDITIONS
<br />(9-1-1 SERVICES AND SOFTWARE LICENSE)
<br />the Agreement: this Section 9.5 of these Terms,
<br />Section 1 of these Terms (Definitions), Section 5 of
<br />these Terms (Confidentiality), Section 8 of these
<br />Terms (Intellectual Property Rights), Section 10 of
<br />these Terms (Representations and Warranties), for
<br />clarity, including Section 10.7 of these Terms
<br />(Disclaimer of Warranties), Section 11 of these Terms
<br />(Indemnification), Section 12 of these Terms
<br />(Limitation of Liability), and Section 15 of these
<br />Terms (Miscellaneous).
<br />10. REPRESENTATIONS AND WARRANTIES.
<br />10.1. Mutual Representations and
<br />Warranties. Each Party represents, warrants and
<br />covenants to the other Party that:
<br />(a) it has the full right, power and authority
<br />to enter into and perform its obligations and grant
<br />the rights, licenses and authorizations it grants and
<br />is required to grant under the Agreement
<br />(including these Terms);
<br />(b) the execution of the Agreement by its
<br />representative whose signature is set forth at the
<br />end of the Agreement has been duly authorized by
<br />all necessary action of such Party; and
<br />(c) when executed and delivered by both
<br />Parties, the Agreement (including these Terms)
<br />will constitute the legal, valid and binding
<br />obligation of such Party, enforceable against such
<br />Party in accordance with its terms.
<br />10.2. Limited Warranty. Subject to the
<br />limitations and conditions set forth in Section 10.3 of
<br />these Terms and Section 10.4 of these Terms,
<br />INdigital warrants to Customer that for a period of
<br />ninety (90) days from the Effective Date (the
<br />"Warranty Period"), the Software will substantially
<br />conform in all material respects to the specifications
<br />set forth in the Documentation, when installed,
<br />operated and used as recommended in the
<br />Documentation and in accordance with the Agreement
<br />(including these Terms).
<br />10.3. Customer Requirements. The limited
<br />warranty set forth in Section 10.2 of these Terms
<br />applies only if Customer: (a) notifies INdigital in
<br />writing of the warranty breach before the expiration of
<br />the Warranty Period; (b) has promptly installed all
<br />Maintenance Releases to the Software that INdigital
<br />previously made available to Customer; and (c) as of
<br />the date of notification, is in compliance with all terms
<br />and conditions of the Agreement (including these
<br />Terms) (including the payment of all license fees then
<br />due and owing).
<br />10.4. Exceptions. Notwithstanding any
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<br />provisions to the contrary in the Agreement (including
<br />these Terms), the limited warranty set forth in Section
<br />10.2 of these Terms does not apply to problems arising
<br />out of or relating to:
<br />(a) Software, or the media on which it is
<br />provided, that is modified or damaged by
<br />Customer or its Representatives;
<br />(b) any operation or use of, or other activity
<br />relating to, the Software other than as specified in
<br />the Documentation, including any incorporation
<br />in the Software of, or combination, operation or
<br />use of the Software in or with, any technology
<br />(including any software, hardware, firmware,
<br />system or network) or service not specified for
<br />Customer's use in the Documentation, unless
<br />otherwise expressly permitted by INdigital in
<br />writing;
<br />(c) Customer's or any third party's
<br />negligence, abuse, misapplication or misuse of the
<br />Software, including any use of the Software other
<br />than as specified in the Documentation or
<br />expressly authorized by INdigital in writing;
<br />(d) Customer's failure to promptly install all
<br />Maintenance Releases that INdigital has
<br />previously made available to Customer;
<br />(e) the operation of, or access to, Customer's
<br />or a third party's system or network;
<br />(f) any beta software, software that
<br />INdigital makes available for testing or
<br />demonstration purposes, temporary software
<br />modules or software for which INdigital does not
<br />receive a license fee;
<br />(g) Customer's material breach of any
<br />provision of the Agreement (including
<br />these Terms);
<br />(h) any other circumstances or causes
<br />outside of the reasonable control of INdigital
<br />(including abnormal physical or electrical stress);
<br />or
<br />(i) any failure or interruption of any
<br />electrical power, or any accident or cause external
<br />to the Software, including, but not limited to,
<br />problems or malfunctions related to Customer's
<br />network, database, third party software products,
<br />workstation configurations, Customer's
<br />hardware, operator error, or Customer's
<br />negligence or willful misconduct.
<br />10.5. Remedial Efforts. If INdigital breaches,
<br />or is alleged to have breached, the limited warranty set
<br />forth in Section 10.2 of these Terms, INdigital may, at
<br />
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