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EXHIBIT A
<br />GENERAL TERMS AND CONDITIONS
<br />(9-1-1 SERVICES AND SOFTWARE LICENSE)
<br />in connection with the Agreement (including
<br />these Terms); or (ii) with INdigital's express
<br />written authorization and in strict accordance with
<br />INdigital's written directions and specifications;
<br />(e) failure to timely implement any
<br />Maintenance Release, modification, update or
<br />replacement of the Software made available to
<br />Customer by INdigital;
<br />(f) use of the Software after INdigital's
<br />notice to Customer of such activity's alleged or
<br />actual infringement, misappropriation or other
<br />violation of a third party's rights;
<br />(g) negligence, abuse, misapplication or
<br />misuse of the Software or Documentation by or
<br />on behalf of Customer, Customer's
<br />Representatives or a third party;
<br />(h) use of the Software or Documentation by
<br />or on behalf of Customer that is outside the
<br />purpose, scope or manner of use authorized by the
<br />Agreement (including these Terms) or in any
<br />manner contrary to INdigital's instructions;
<br />(i) events or circumstances outside of
<br />INdigital's commercially reasonable control
<br />(including any third -party hardware, software or
<br />system bugs, defects or malfunctions); or
<br />0) Action or Losses for which Customer is
<br />obligated to indemnify INdigital pursuant to
<br />Section 11.2 of these Terms.
<br />11.2. Customer Indemnification. Customer
<br />shall indemnify, defend and hold harmless INdigital
<br />and its Affiliates, officers, directors, employees,
<br />agents, subcontractors, successors and assigns (each,
<br />including INdigital, an "INdigital Indemnitee") from
<br />and against any and all Losses incurred by the
<br />INdigital Indemnitee in connection with any Action by
<br />a third party (other than an Affiliate of a INdigital
<br />Indemnitee) to the extent that such Losses arise out of
<br />or relate to any allegation:
<br />(a) that any Intellectual Property Right or
<br />other right of any Person, or any Law, is or will
<br />be infringed, misappropriated or otherwise
<br />violated by any:
<br />(i). use or combination of the
<br />Software by or on behalf of Customer or any
<br />of its Representatives with any hardware,
<br />software, system, network, service or other
<br />matter whatsoever that is neither provided
<br />by INdigital nor authorized by INdigital in
<br />the Agreement (including these Terms) and
<br />the Documentation or otherwise in writing;
<br />and
<br />A TRUE COPY
<br />CERTIFICATION ON LAST PAGE
<br />F?YAN L. BUTLER, CLERK
<br />(ii). information, materials or
<br />technology or other matter whatsoever
<br />directly or indirectly provided by Customer
<br />or directed by Customer to be installed,
<br />combined, integrated or used with, as part of,
<br />or in connection with the Software or
<br />Documentation;
<br />(b) of or relating to facts that, if true, would
<br />constitute a breach by Customer of any
<br />representation, warranty, covenant or obligation
<br />under the Agreement (including these Terms);
<br />(c) of or relating to negligence, abuse,
<br />misapplication, misuse or more culpable act or
<br />omission (including recklessness or willful
<br />misconduct) by or on behalf of Customer or any
<br />of its Representatives with respect to the Software
<br />or Documentation or otherwise in connection with
<br />the Agreement (including these Terms); or
<br />(d) of or relating to use of the Software or
<br />Documentation by or on behalf of Customer or
<br />any of its Representatives that is outside the
<br />purpose, scope or manner of use authorized by the
<br />Agreement (including these Terms) or the
<br />Documentation, or in any manner contrary to
<br />INdigital's instructions.
<br />11.3. Indemnification Procedure. Each Party
<br />shall promptly notify the other Party in writing of any
<br />Action for which such Party believes it is entitled to be
<br />indemnified pursuant to Section 11.1 or Section 11.2
<br />of these Terms. The Party seeking indemnification
<br />(the "Indemnitee") shall cooperate with the other
<br />Party (the "Indemnitor") at the Indemnitor's sole cost
<br />and expense. The Indemnitor shall immediately take
<br />control of the defense and investigation of such Action
<br />and shall employ counsel reasonably acceptable to the
<br />Indemnitee to handle and defend the same, at the
<br />Indemnitor's sole cost and expense. The Indemnitee's
<br />failure to perform any obligations under this Section
<br />11 will not relieve the Indemnitor of its obligations
<br />under this Section 11 except to the extent that the
<br />Indemnitor can demonstrate that it has been materially
<br />prejudiced as a result of such failure. The Indemnitee
<br />may participate in and observe the proceedings at its
<br />own cost and expense with counsel of its own
<br />choosing.
<br />11.4. Mitigation. If the Software, or any part
<br />of the Software, is, or in INdigital's opinion is likely
<br />to be, claimed to infringe, misappropriate or otherwise
<br />violate any third -party Intellectual Property Right, or
<br />if Customer's use of the Software is enjoined or
<br />threatened to be enjoined, INdigital may, at its option
<br />and sole cost and expense:
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