|
EXHIBIT A
<br />GENERAL TERMS AND CONDITIONS
<br />(9-1-1 SERVICES AND SOFrwARE LICENSE)
<br />its sole option and expense, take any of the following
<br />steps to remedy such breach:
<br />(a) replace any damaged or defective media
<br />on which INdigital supplied the Software;
<br />(b) amend, supplement or replace any
<br />incomplete or inaccurate Documentation;
<br />(c) repair the Software;
<br />(d) replace the Software with functionally
<br />equivalent software (which software will, on its
<br />replacement of the Software, constitute
<br />Software); and/or
<br />(e) terminate the Agreement and, provided
<br />that Customer fully complies with all of its post-
<br />termination obligations as set forth in Section 9.4
<br />of these Terms, promptly refund to Customer, on
<br />a pro rata basis, the share of any license fees
<br />prepaid by Customer for the future portion of the
<br />Term that would have remained but for such
<br />termination.
<br />10.6. Sole Remedv. If INdigital does not cure
<br />a warranty breach or terminate the Agreement as
<br />provided in Section 10.5 of these Terms within a
<br />reasonable period of time after INdigital's receipt of
<br />written notice of such breach, Customer shall have the
<br />right to terminate the Agreement as provided in
<br />Section 9.3(c) of these Terms. Provided that Customer
<br />fully complies with its post -termination obligations as
<br />set forth in Section 9.4 of these Terms, INdigital shall
<br />promptly refund to Customer, on a pro rata basis, the
<br />share of any license fees prepaid by Customer for the
<br />future portion of the Term that would have remained
<br />but for such termination. THIS SECTION 10.6 SETS
<br />FORTH THE CUSTOMER'S SOLE REMEDY AND
<br />INDIGITAL'S ENTIRE OBLIGATION AND
<br />LIABILITY FOR ANY BREACH OF ANY
<br />INDIGITAL WARRANTY OF THE SOFTWARE
<br />SET FORTH IN THE AGREEMENT.
<br />10.7. DISCLAIMER OF WARRANTIES.
<br />EXCEPT FOR THE EXPRESS LINIITED
<br />WARRANTY SET FORTH IN SECTION 10.2 OF
<br />THESE TERMS, ALL SOFTWARE,
<br />DOCUMENTATION AND OTHER PRODUCTS,
<br />INFORMATION, MATERIALS AND SERVICES
<br />PROVIDED BY INDIGITAL ARE PROVIDED "AS
<br />IS." INDIGITAL HEREBY DISCLAIMS ALL
<br />WARRANTIES, WHETHER EXPRESS, IMPLIED,
<br />STATUTORY OR OTHER (INCLUDING ALL
<br />WARRANTIES ARISING FROM COURSE OF
<br />DEALING, USAGE OR TRADE PRACTICE), AND
<br />SPECIFICALLY DISCLAIMS ALL IMPLIED
<br />WARRANTIES OF MERCHANTABILITY,
<br />FITNESS FOR A PARTICULAR PURPOSE, TITLE
<br />A TRUE COPY
<br />CERTIFICATION ON LAST PAGE
<br />:CYAN L. BUTLER, CLERK
<br />AND NON -INFRINGEMENT. WITHOUT
<br />LIMITING THE FOREGOING, INDIGITAL
<br />MAKES NO WARRANTY OF ANY KIND THAT
<br />THE SOFTWARE OR DOCUMENTATION, OR
<br />ANY OTHER INDIGITAL OR THIRD -PARTY
<br />GOODS, SERVICES, TECHNOLOGIES OR
<br />MATERIALS (INCLUDING ANY SOFTWARE OR
<br />HARDWARE), OR ANY PRODUCTS OR
<br />RESULTS OF THE USE OF ANY OF THEM, WELL
<br />MEET CUSTOMER'S OR OTHER PERSONS'
<br />REQUIREMENTS, OPERATE WITHOUT
<br />INTERRUPTION, ACHIEVE ANY INTENDED
<br />RESULT, BE COMPATIBLE OR WORK WITH
<br />ANY OTHER GOODS, SERVICES,
<br />TECHNOLOGIES OR MATERIALS (INCLUDING
<br />ANY SOFTWARE, HARDWARE, SYSTEM OR
<br />NETWORK), OR BE SECURE, ACCURATE,
<br />COMPLETE, FREE OF HARMFUL CODE OR
<br />ERROR FREE. ALL THIRD -PARTY MATERIALS
<br />ARE PROVIDED "AS IS" AND ANY
<br />REPRESENTATION OR WARRANTY OF OR
<br />CONCERNING ANY OF THEM IS STRICTLY
<br />BETWEEN CUSTOMER AND THE THIRD -
<br />PARTY OWNER OR DISTRIBUTOR OF SUCH
<br />OPEN- THIRD -PARTY MATERIALS.
<br />11. INDEMNIFICATION.
<br />11.1. INdieital Indemnification. INdigital
<br />shall indemnify, defend and hold harmless Customer
<br />from and against any and all Losses incurred by
<br />Customer arising out of or relating to any Action by a
<br />third party (other than an Affiliate) to the extent that
<br />such Losses arise from any allegation in such Action
<br />that the Software, or any use of the Software, in the
<br />Territory in accordance with the Agreement (including
<br />these Terms) (including the Documentation) infringes
<br />any U.S. Intellectual Property Right in the U.S. The
<br />foregoing obligation does not apply to the extent that
<br />such Action or Losses arise from any allegation of or
<br />relating to any:
<br />(a) Third -Party Materials;
<br />(b) patent issued on a patent application
<br />published after the Effective Date;
<br />(c) incorporation by the Software of, or
<br />combination, operation or use of the Software in
<br />or with, any technology (including any software,
<br />hardware, firmware, system or network) or
<br />service not provided by INdigital or specified for
<br />Customer's use in the Documentation, unless
<br />otherwise expressly permitted by INdigital in
<br />writing;
<br />(d) modification of the Software other than:
<br />(i) by INdigital or its authorized contractor
<br />
|