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EXHIBIT A
<br />GENERAL TERMS AND CONDITIONS
<br />(9-1-1 SERVICES AND SOFI'wARE LICENSE)
<br />(a) obtain the right for Customer to continue
<br />to use the Software materially as contemplated by
<br />the Agreement (including these Terms);
<br />(b) modify or replace the Software, in whole
<br />or in part, to seek to make the Software non -
<br />infringing, while providing materially equivalent
<br />features and functionality, and such modified or
<br />replacement software will constitute Software
<br />under the Agreement (including these Terms); or
<br />(c) if none of the remedies set forth in the
<br />above Section 11.4(a) or Section 11 AN of these
<br />Terms is reasonably available to INdigital,
<br />terminate the Agreement, in its entirety or with
<br />respect to the affected part or feature of the
<br />Software, effective immediately on written notice
<br />to Customer, in which event:
<br />(i). Customer shall cease all use of
<br />the Software and Documentation
<br />immediately on receipt of Customer's
<br />notice; and
<br />(ii). provided that Customer fully
<br />complies with its post -termination
<br />obligations set forth in Section 9.4 of these
<br />Terms, INdigital shall promptly refund to
<br />Customer, on a pro rata basis, the share of
<br />any license fees prepaid by Customer for the
<br />future portion of the Term that would have
<br />remained but for such termination.
<br />11.5. Sole Remedy. THIS SECTION 11
<br />SETS FORTH CUSTOMER'S SOLE REMEDIES
<br />AND INDIGITAL'S SOLE LIABILITY AND
<br />OBLIGATION FOR ANY ACTUAL,
<br />THREATENED OR ALLEGED CLAIMS THAT
<br />THE AGREEMENT (INCLUDING THESE TERMS)
<br />OR ANY SUBJECT MATTER OF THE
<br />AGREEMENT (INCLUDING THE SOFTWARE
<br />AND DOCUMENTATION) INFRINGES,
<br />MISAPPROPRIATES OR OTHERWISE
<br />VIOLATES ANY INTELLECTUAL PROPERTY
<br />RIGHTS OF ANY THIRD PARTY.
<br />12. LIMITATION OF LIABILITY.
<br />12.1. EXCLUSION OF DAMAGES. IN NO
<br />EVENT WILL INDIGITAL OR ANY OF ITS
<br />LICENSORS, SERVICE PROVIDERS OR
<br />SUPPLIERS BE LIABLE UNDER OR IN
<br />CONNECTION WITH THE AGREEMENT
<br />(INCLUDING THESE TERMS) OR ITS SUBJECT
<br />MATTER UNDER ANY LEGAL OR EQUITABLE
<br />THEORY, INCLUDING BREACH OF CONTRACT,
<br />TORT (INCLUDING NEGLIGENCE), STRICT
<br />LIABILITY AND OTHERWISE, FOR ANY (a)
<br />INCREASED COSTS, DIMINUTION IN VALUE
<br />A TRUE COPY
<br />CERTtPICATION ON LAST PAGE
<br />RYAN L. BUTLER, CLERK
<br />OR LOST BUSINESS, PRODUCTION, REVENUES
<br />OR PROFITS, (b) LOSS OF GOODWILL OR
<br />REPUTATION, (c) USE, INABILITY TO USE,
<br />LOSS, INTERRUPTION, DELAY OR RECOVERY
<br />OF ANY SOFTWARE OR THIRD -PARTY
<br />MATERIALS, (d) LOSS, DAMAGE,
<br />CORRUPTION OR RECOVERY OF DATA, OR
<br />BREACH OF DATA OR SYSTEM SECURITY,
<br />(e) COST OF REPLACEMENT GOODS OR
<br />SERVICES, OR (f) CONSEQUENTIAL,
<br />INCIDENTAL, INDIRECT, EXEMPLARY,
<br />SPECIAL, ENHANCED OR PUNITIVE
<br />DAMAGES, IN EACH CASE REGARDLESS OF
<br />WHETHER SUCH PERSONS WERE ADVISED OF
<br />THE. POSSIBILITY OF SUCH LOSSES OR
<br />DAMAGES OR SUCH LOSSES OR DAMAGES
<br />WERE OTHERWISE FORESEEABLE, AND
<br />NOTWITHSTANDING THE FAILURE OF ANY
<br />AGREED OR OTHER REMEDY OF ITS
<br />ESSENTIAL PURPOSE.
<br />12.2. CAP ON MONETARY LIABILITY.
<br />IN NO EVENT WILL THE AGGREGATE
<br />LIABILITY OF INDIGITAL AND ITS
<br />LICENSORS, SUPPLIERS AND SERVICE
<br />PROVIDERS ARISING OUT OF OR RELATED TO
<br />THE AGREEMENT (INCLUDING THESE
<br />TERMS), WHETHER ARISING UNDER OR
<br />RELATED TO BREACH OF CONTRACT, TORT
<br />(INCLUDING NEGLIGENCE), STRICT
<br />LIABILITY OR ANY OTHER LEGAL OR
<br />EQUITABLE THEORY, EXCEED THE TOTAL
<br />AMOUNTS PAID TO INDIGITAL UNDER THE
<br />AGREEMENT IN THE 12 -MONTH PERIOD
<br />PRECEDING THE EVENT GIVING RISE TO THE
<br />CLAIM. THE FOREGOING LMTATIONS APPLY
<br />EVEN IF ANY REMEDY FAILS OF ITS
<br />ESSENTIAL PURPOSE.
<br />13. EXPORT REGULATION. Customer shall not itself,
<br />or permit any other Person to, export, re-export or
<br />release, directly or indirectly any Controlled
<br />Technology to any country, jurisdiction or Person to
<br />which the export, re-export or release of Controlled
<br />Technology (a) is prohibited by applicable Law or (b)
<br />without first completing all required undertakings
<br />(including obtaining any necessary export license).
<br />14. FORCE MAJEURE.
<br />14.1. No Breach or Default. In no event will
<br />INdigital be liable or responsible to Customer, or be
<br />deemed to have defaulted under or breached the
<br />Agreement (including these Terms), for any failure or
<br />delay in fulfilling or performing any term of the
<br />Agreement (including these Terms), when and to the
<br />extent such failure or delay is caused by any
<br />circumstances beyond INdigital's reasonable control
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