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A TRUE COPY
<br />CERTIFICATION ON LAST PAGE
<br />EXHIBITA RYAN L. BUTLER, CLERK
<br />GENERAL TERMS AND CONDITIONS
<br />(9-1-1 SERVICES AND SOFTWARE LICENSE)
<br />purported assignment, delegation or transfer in
<br />violation of this Section 15.7 is void. The Agreement
<br />(including these Terms) inures to the benefit of, and is
<br />binding on and enforceable against, the Parties and
<br />their respective permitted successors and assigns.
<br />15.8. No Third -Party Beneficiaries. The
<br />Agreement (including these Terms) are for the sole
<br />benefit of the Parties and their respective permitted
<br />successors and permitted assigns and nothing in the
<br />Agreement (including these Terms), express or
<br />implied, is intended to or shall confer on any other
<br />person or entity any legal or equitable right, benefit or
<br />remedy of any nature whatsoever under or by reason
<br />of the Agreement (including these Terms).
<br />15.9. Amendment and Modification;
<br />Waiver. No amendment to, modification of, or
<br />rescission, termination or discharge of the Agreement
<br />(including these Terms) is effective unless it is in
<br />writing, identified as an amendment to or rescission,
<br />termination or discharge of the Agreement (including
<br />these Terms) and signed by an authorized
<br />representative of each Party. No waiver by any Party
<br />of any of the provisions of the Agreement (including
<br />these Terms) shall be effective unless explicitly set
<br />forth in writing and signed by the Party so waiving.
<br />Except as otherwise set forth in the Agreement
<br />(including these Terms), no failure to exercise, or
<br />delay in exercising, any rights, remedy, power or
<br />privilege arising from the Agreement (including these
<br />Terms) shall operate or be construed as a waiver
<br />thereof, nor shall any single or partial exercise of any
<br />right, remedy, power or privilege under the Agreement
<br />(including these Terms) preclude any other or further
<br />exercise thereof or the exercise of any other right,
<br />remedy, power or privilege.
<br />15.10. Severability. If any provision of the
<br />Agreement (including these Terms) is invalid, illegal
<br />or unenforceable in any jurisdiction, such invalidity,
<br />illegality or unenforceability shall not affect any other
<br />term or provision of the Agreement (including these
<br />Terms) or invalidate or render unenforceable such
<br />term or provision in any other jurisdiction. On such
<br />determination that any term or other provision is
<br />invalid, illegal or unenforceable, the Parties shall
<br />negotiate in good faith to modify the Agreement so as
<br />to effect the original intent of the Parties as closely as
<br />possible in a mutually acceptable manner in order that
<br />the transactions contemplated by the Agreement
<br />(including these Terms) be consummated as originally
<br />contemplated to the greatest extent possible.
<br />15.11. Governine Law; Submission to
<br />Jurisdiction. The Agreement (including these Terms)
<br />is governed by and construed in accordance with the
<br />internal laws of the State of Indiana without giving
<br />effect to any choice or conflict of law provision or rule
<br />that would require or permit the application of the laws
<br />of any jurisdiction other than those of the State of
<br />Indiana. Any legal suit, action or proceeding arising
<br />out of or related to the Agreement will be instituted
<br />exclusively in the federal courts of the United States
<br />District Court of the Northern District of Indiana or the
<br />courts of the State of Indiana in each case located in
<br />the city of Fort Wayne and County of Allen, and each
<br />Party irrevocably submits to the exclusive jurisdiction
<br />of such courts in any such suit, action or proceeding.
<br />Service of process, summons, notice or other
<br />document by mail to such Party's address set forth in
<br />Number 2 of the Agreement will be effective service
<br />of process for any suit, action or other proceeding
<br />brought in any such court.
<br />15.12. Waiver of Jury Trial. Each Party
<br />irrevocably and unconditionally waives any right it
<br />may have to a trial by jury in respect of any legal action
<br />arising out of or relating to the Agreement or the
<br />transactions contemplated by the Agreement
<br />(including these Terms).
<br />15.13. Equitable Remedies. Customer
<br />acknowledges and agrees that a breach or threatened
<br />breach by Customer of any of its obligations under
<br />Section 3 of these Terms (Use Restrictions), Section 5
<br />of these Terms (Confidentiality), Section 8 of these
<br />Terms (Intellectual Property Rights) or Section 11 of
<br />these Terms (Indemnification) would cause INdigital
<br />irreparable harm for which monetary damages would
<br />not be an adequate remedy and that, in the event of
<br />such breach or threatened breach, INdigital will be
<br />entitled to equitable relief, including in a restraining
<br />order, an injunction, specific performance and any
<br />other relief that may be available from any court of
<br />competent jurisdiction, without any requirement to
<br />post a bond or other security, or to prove actual
<br />damages or that monetary damages are not an
<br />adequate remedy. Such remedies are not exclusive and
<br />are in addition to all other remedies that may be
<br />available at law, in equity or otherwise.
<br />15.14. Attorneys' Fees. In the event that any
<br />action, suit, or other legal or administrative proceeding
<br />is instituted or commenced by either Party against the
<br />other Party arising out of or related to the Agreement
<br />(including these Terms), the prevailing Party shall be
<br />entitled to recover its reasonable attorneys, expert
<br />witness and accountants' fees and court costs from the
<br />non -prevailing Party.
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