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EXHIBIT A
<br />GENERAL TERMS AND CONDITIONS
<br />(9-1-1 SERVICES AND SOFTWARE LICENSE)
<br />protection or other intellectual property
<br />rights laws, and all similar or equivalent
<br />rights or forms of protection, in any part
<br />of the world.
<br />1.19. "Law" means any statute, law,
<br />ordinance, regulation, rule, code, order,
<br />constitution, treaty, common law,
<br />judgment, decree or other requirement or
<br />rule of any federal, state, local or foreign
<br />government or political subdivision
<br />thereof, or any arbitrator, court or
<br />tribunal of competent jurisdiction.
<br />1.20. "Loss" means any and all losses,
<br />damages, liabilities, deficiencies, claims,
<br />actions, judgments, settlements, interest,
<br />awards, penalties, fines, costs or
<br />expenses of whatever kind, including
<br />reasonable attorneys' fees and the costs
<br />of enforcing any right to indemnification
<br />under the Agreement and the cost of
<br />pursuing any insurance providers.
<br />1.21. "Maintenance Release" means any
<br />update, upgrade, release or other
<br />adaptation or modification of the
<br />Software, including any updated
<br />Documentation, that INdigital and/or
<br />any third party may provide to Customer
<br />from time to time during the Term,
<br />which may contain, among other things,
<br />error corrections, enhancements,
<br />improvements or other changes to the
<br />user interface, functionality,
<br />compatibility, capabilities, performance,
<br />efficiency or quality of the Software, but
<br />does not include any New Version.
<br />1.22. "New Version" means any new version
<br />of the Software may from time to time be
<br />introduced and marketed generally as a
<br />distinct licensed product (as may be
<br />indicated by INdigital's and/or a third
<br />party's designation of a new version
<br />number), and which INdigital and/or a
<br />third party may make available to
<br />Customer at an additional cost under a
<br />separate written agreement.
<br />1.23. "Parties" has the meaning set forth in
<br />the preamble to these Terms.
<br />1.24. "Party" has the meaning set forth in the
<br />preamble to these Terms.
<br />1.25. "Payment Failure" has the meaning set
<br />forth in Section 9.3(a) of these Terms.
<br />A TRUE COPY
<br />CERTIFICATION ON LAST PAGE
<br />::'AN L. BUTLER, CLERK
<br />1.26. "Permitted Use" has the meaning set
<br />forth in Section 2 of the Agreement.
<br />1.27. "Person" means an individual,
<br />corporation, partnership, joint venture,
<br />limited liability entity, governmental
<br />authority, unincorporated organization,
<br />trust, association or other entity.
<br />1.28. "Receiving Party" has the meaning set
<br />forth in Section 5.1 of these Terms.
<br />1.29. "Renewal Term" has the meaning set
<br />forth in Section 9.2 of these Terms.
<br />1.30. "Representatives" means, with respect
<br />to a Party, that Party's employees,
<br />officers, directors, consultants, agents,
<br />independent contractors, service
<br />providers, sub licensees, subcontractors
<br />and legal advisors.
<br />1.31. "Software" means the software listed in
<br />Exhibit C attached to, and incorporated
<br />by reference into, the Agreement,
<br />together with any Maintenance Releases
<br />provided to Customer pursuant to this
<br />Agreement.
<br />1.32. "Term" has the meaning set forth in
<br />Section 9.2 of these Terms.
<br />1.33. "Territory" has the meaning set forth in
<br />Number 5 of the Agreement.
<br />1.34. "Third -Party Materials" means
<br />materials and information, in any form
<br />or medium, that are not proprietary to
<br />INdigital, including any third -party:
<br />(a) documents, data, content or
<br />specifications; (b) software, hardware or
<br />other products, facilities, equipment or
<br />devices; and (c) accessories,
<br />components, parts or features of any of
<br />the foregoing.
<br />1.35. "Warranty Period" has the meaning set
<br />forth in Section 10.2 of these Terms.
<br />2. LICENSE.
<br />2.1. License Grant. Subject to the terms and
<br />conditions of the Agreement (including these Terms)
<br />and INdigital's rights under any third -party
<br />agreements relating to the Software, and conditioned
<br />on Customer's and its Affiliates' and Representatives'
<br />compliance therewith, INdigital hereby grants to
<br />Customer a non-exclusive, non -sub licensable and
<br />non -transferable, limited license and sublicense (to the
<br />extent allowed by any third -party agreements) to use
<br />the Software and Documentation solely for the
<br />
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