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EXHIBIT A
<br />GENERAL TERMS AND CONDITIONS
<br />(9-1-1 SERVICES AND SOFTWARE LICENSE)
<br />Law;
<br />(b) Customer shall reimburse INdigital for
<br />all reasonable costs incurred by INdigital in
<br />collecting any late payment of amounts due or
<br />related interest, including attorneys' fees, court
<br />costs and collection agency fees; and
<br />(c) if such failure continues for fifteen (15)
<br />days following written notice thereof, INdigital
<br />may: (i) disable Customer's use of the Software
<br />(including by means of a disabling code,
<br />technology or device); (ii) withhold, suspend or
<br />revoke its grant of a license and/or sublicense
<br />under the Agreement; and/or (iii) terminate the
<br />Agreement (including these Terms) under Section
<br />9.3(al or Section 9.3(b) of these Terms, as
<br />applicable.
<br />6.6. No Deductions or Setoffs. All amounts payable
<br />to INdigital under the Agreement (including these
<br />Terms) shall be paid by Customer to INdigital in full
<br />without any setoff, recoupment, counterclaim,
<br />deduction, debit or withholding for any reason (other
<br />than any deduction or withholding of tax as may be
<br />required by applicable Law).
<br />7. SECURITY MEASURES. The Software may contain
<br />technological measures designed to prevent
<br />unauthorized or illegal use of the Software. Customer
<br />acknowledges and agrees that: (a) INdigital may use
<br />these and other lawful measures to verify Customer's
<br />compliance with the terms of the Agreement
<br />(including these Terms) and enforce INdigital's rights,
<br />including all Intellectual Property Rights, in and to the
<br />Software; (b) INdigital may deny any individual
<br />access to and/or use of the Software if INdigital, in its
<br />sole reasonable discretion, believes that Person's use
<br />of the Software would violate any provision of the
<br />Agreement (including these Terms); and (c) INdigital
<br />and its Representatives may collect, maintain, process
<br />and use diagnostic, technical, usage and related
<br />information, including information about Customer's
<br />computers, systems and software, that INdigital may
<br />gather periodically to improve the performance of the
<br />Software or develop Maintenance Releases. This
<br />information will be treated in accordance with
<br />INdigital's privacy policy, as amended from time to
<br />time.
<br />8. INTELLECTUAL PROPERTY RIGHTS
<br />8.1. Intellectual Property Ownership. Customer
<br />acknowledges and agrees that:
<br />(a) the Software and Documentation are
<br />licensed or sublicensed and not sold to Customer
<br />by INdigital and Customer does not and will not
<br />have or acquire under or in connection with the
<br />A TRUE COPY
<br />CERTIFICATION ON LAST PAGE
<br />RYAN L. SUTLER, CLERK
<br />Agreement (including these Terms) any
<br />ownership interest in the Software or
<br />Documentation, or in any related Intellectual
<br />Property Rights;
<br />(b) INdigital and its licensor(s) are and will
<br />remain the sole and exclusive owners of all right,
<br />title and interest in and to the Software and
<br />Documentation, including all Intellectual
<br />Property Rights relating thereto, subject only to
<br />the limited license granted to Customer under the
<br />Agreement; and
<br />(c) Customer hereby unconditionally and
<br />irrevocably assigns to INdigital or INdigital's
<br />designee, Customer's entire right, title and
<br />interest in and to any Intellectual Property Rights
<br />that Customer may now or hereafter have in or
<br />relating to the Software or Documentation
<br />(including any rights in derivative works or patent
<br />improvements relating to either of them), whether
<br />held or acquired by operation of law, contract,
<br />assignment or otherwise.
<br />8.2. Customer Cooperation and Notice of
<br />Infringement. Customer shall, during the Term:
<br />(a) take all reasonable measures to
<br />safeguard the Software and Documentation
<br />(including all copies thereon from infringement,
<br />misappropriation, theft, misuse or unauthorized
<br />access;
<br />(b) at INdigital's expense, take all such steps
<br />as INdigital may reasonably require to assist
<br />INdigital in maintaining the validity,
<br />enforceability and INdigital's ownership of the
<br />Intellectual Property Rights in the Software and
<br />Documentation;
<br />(c) promptly notify INdigital in writing if
<br />Customer becomes aware of.-
<br />(i).
<br />f:
<br />(i). any actual or suspected infringement,
<br />misappropriation or other violation of
<br />INdigital's Intellectual Property Rights in or
<br />relating to the Software or Documentation;
<br />or
<br />(ii). any claim that the Software or
<br />Documentation, including any production,
<br />use, marketing, sale or other disposition of
<br />the Software or Documentation, in whole or
<br />in part, infringes, misappropriates or
<br />otherwise violates the Intellectual Property
<br />Rights or other rights of any Person; and
<br />(d) fully cooperate with and assist INdigital
<br />in all reasonable ways in the conduct of any claim,
<br />suit, action or proceeding (each, an "Action") by
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