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EXHIBIT A
<br />GENERAL TERMS AND CONDITIONS
<br />(9-1-1 SERVICES AND SOFTWARE LICENSE)
<br />Permitted Use in the Territory during the Term.
<br />2.2. Scope of Licensed Access and Use. Customer
<br />may use and run one copy of the Software on
<br />Customer's network at any of the Designated Site(s).
<br />The total number of Designated Site(s) shall not
<br />exceed the number set forth under the Agreement
<br />(including these Terms), except as expressly agreed to
<br />in writing by the Parties and subject to any appropriate
<br />adjustment of the license fees payable under the
<br />Agreement.
<br />3. USE RESTRICTIONS. Except as the Agreement
<br />(including these Terms) expressly permits, Customer
<br />shall not, and shall not permit any other Person to:
<br />(a) copy the Software, in whole or in part;
<br />(b) modify, correct, adapt, translate,
<br />enhance or otherwise prepare derivative works or
<br />improvements of any Software;
<br />(c) rent, lease, lend, sell, sublicense, assign,
<br />distribute, publish, transfer or otherwise make
<br />available the Software to any Person, including on
<br />or in connection with the internet or any time-
<br />sharing, service bureau, software as a service,
<br />cloud or other technology or service;
<br />(d) reverse engineer, disassemble,
<br />decompile, decode or adapt the Software, or
<br />otherwise attempt to derive or gain access to the
<br />source code of the Software, in whole or in part;
<br />(e) bypass or breach any security device or
<br />protection used for or contained in the Software
<br />or Documentation;
<br />(f) remove, delete, efface, alter, obscure,
<br />translate, combine, supplement or otherwise
<br />change any trademarks, terms of the
<br />Documentation, warranties, disclaimers, or
<br />Intellectual Property Rights, proprietary rights or
<br />other symbols, notices, marks or serial numbers
<br />on or relating to any copy of the Software or
<br />Documentation;
<br />(g) use the Software in any manner or for
<br />any purpose that infringes, misappropriates or
<br />otherwise violates any Intellectual Property Right
<br />or other right of any Person, or that violates any
<br />applicable Law;
<br />(h) use the Software for purposes of:
<br />(i) benchmarking or competitive analysis of the
<br />Software; (ii) developing, using or providing a
<br />competing software product or service; or
<br />(iii) any other purpose that is to INdigital's
<br />detriment or commercial disadvantage;
<br />(i) use the Software in or in connection with
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<br />the design, construction, maintenance, operation
<br />or use of any hazardous environments, systems or
<br />applications, any safety response systems or other
<br />safety -critical applications, or any other use or
<br />application in which the use or failure of the
<br />Software could lead to personal injury or severe
<br />physical or property damage; or
<br />0) use the Software or Documentation other
<br />than for the Permitted Use or in any manner or for
<br />any purpose or application not expressly
<br />permitted by the Agreement (including these
<br />Terms).
<br />4. DELIVERY AND INSTALLATION. INdigital
<br />Th—all deliver and install one (1) copy of the Software
<br />to Customer. Risk of loss of any tangible media on
<br />which the Software is delivered shall pass to Customer
<br />on delivery.
<br />4.1. Acceptance. Customer will test whether the
<br />Software operates in accordance with the
<br />Documentation ("Acceptance Testing") pursuant to
<br />the terms of this Section 4. Upon completion of the
<br />Software installation, Customer shall have fourteen
<br />(14) days to test the Software and notify INdigital in
<br />writing of any defect or deficiency. If the initial
<br />Acceptance Testing fails, INdigital shall, within
<br />fifteen (15) days of the Acceptance Testing and at its
<br />cost, correct the errors so disclosed and Customer may
<br />repeat the Acceptance Testing. If the subsequent
<br />Acceptance Testing fails, and such failure does not
<br />arise from or relate to any failure or defect of
<br />Customer's or any third -party's product, service,
<br />hardware, software, system or network, INdigital
<br />shall, within fifteen (15) days of the subsequent
<br />Acceptance Testing, at its cost, correct the errors so
<br />disclosed and Customer may again repeat the
<br />Acceptance Testing. If the subsequent Acceptance
<br />Testing fails two (2) or more times, Customer may
<br />terminate the Agreement (including these Terms) on
<br />written notice to INdigital. On termination, INdigital
<br />shall refund all license fees paid by Customer under
<br />the Agreement (including these Terms) within thirty
<br />(30) days of receipt of such notice, and such refund
<br />shall be Customer's sole and exclusive remedy for any
<br />unresolved Acceptance Testing failures. In any event,
<br />Customer shall be deemed to have accepted the
<br />Software if. (a) the Acceptance Testing is certified by
<br />Customer to be successful; or (b) Customer
<br />commences operational use of the Software.
<br />4.2 MAINTENANCE AND SUPPORT. During the
<br />Term, INdigital: (i) will use commercially reasonable
<br />efforts to resolve any Incidents reported by Customer;
<br />(ii) may provide training services to Customer on
<br />Customer's request, at INdigital's standard hourly
<br />
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