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EXHIBIT A <br />GENERAL TERMS AND CONDITIONS <br />(9-1-1 SERVICES AND SOFTWARE LICENSE) <br />These General Terms and Conditions for INdigital's 9-1-1 <br />Services and Software License Agreement (the "Terms") <br />supplement the related specific 9-1-1 Services and <br />Software License Agreement (together with these Terms, <br />the "Agreement") between you ("you" or "Customer") <br />and Communications Venture Corporation (d/b/a <br />INdigital), an Indiana corporation ("INdigital"), for the <br />grant by INdigital to you of a license to certain software <br />specified in the Agreement. These Terms will be deemed <br />to be a part of and are hereby incorporated by reference into <br />the Agreement. <br />These Terms prevail over any of Customer's general terms <br />and conditions regardless of whether or when Customer <br />has submitted its request for proposal, order, or such terms. <br />Provision of services, software license, equipment or other <br />products or goods to Customer does not constitute <br />acceptance of any of Customer's terms and conditions and <br />does not serve to modify or amend these Terms. <br />INdigital and you may each individually be referred to as a <br />"Party" and collectively as the "Parties". <br />1. DEFINITIONS. Capitalized terms used in the <br />Agreement (including these Terms) have the meanings set <br />forth or referred to in this Section 1: <br />1.1. "Acceptance Testing" has the meaning <br />set forth in Section 4 of these Terms. <br />1.2. "Action" has the mearring set forth in <br />Section 8.2(d) of these Terms. <br />1.3. "Affiliate" of a Person means any other <br />Person that directly or indirectly, <br />through one or more intermediaries, <br />controls, is controlled by, or is under <br />common control with, such Person. The <br />term "control" (including these Terms <br />"controlled by" and `under common <br />control with") means the direct or <br />indirect power to direct or cause the <br />direction of the management and <br />policies of a Person, whether through the <br />ownership of voting securities, by <br />contract or otherwise. <br />1.4. "Business Day" means a day other than <br />a Saturday, Sunday or other day on <br />which commercial banks in Fort Wayne, <br />Indiana are authorized or required by <br />Law to be closed for business. <br />1.5. "Confidential Information" has the <br />meaning set forth in Section 5.1 of these <br />Terms. <br />1.6. "Controlled Technology" means any <br />software, documentation, technology or <br />other technical data, or any products that <br />include or use any of the foregoing, the <br />export, re-export or release of which to <br />certain jurisdictions or countries is <br />prohibited or requires an export license <br />or other governmental approval, under <br />any Law, including the US Export <br />Administration Act and its associated <br />regulations. <br />1.7. "Customer" has the meaning set forth in <br />the preamble to these Terms. <br />1.8. <br />"Designated Sites" means any of <br />Customer's facilities set forth in Exhibit <br />B attached to, and incorporated by <br />reference into, the Agreement. <br />1.9. <br />"Disclosing Party" has the meaning set <br />forth in Section 5.1 of these Terms. <br />1.10. <br />"Documentation" means any and all <br />manuals, instructions and other <br />documents and materials that INdigital <br />and/or any third -party provides or makes <br />available to Customer in any form or <br />medium which describe the <br />functionality, components, features or <br />requirements of the Software, including <br />any aspect of the installation, <br />configuration, integration, operation, <br />use, support or maintenance thereof. <br />1.11. <br />"Effective Date" has the meaning set <br />forth in Number 3 of the Agreement. <br />1.12. <br />"Force Majeure Event" has the <br />meaning set forth in Section 14.1 of <br />these Terms. <br />1.13. <br />"Indemnitee" has the meaning set forth <br />in Section 11.3 of these Terms. <br />1.14. <br />"Indemnitor" has the meaning set forth <br />in Section 11.3 of these Terms. <br />1.15. <br />"INdigital" has the meaning set forth in <br />the preamble to these Terms. <br />1.16. <br />"INdigital Indemnitee" has the <br />meaning set forth in Section 11.2 of <br />these Terms. <br />1.17. <br />"Initial Term" has the meaning set forth <br />in Section 9.1 of these Terms. <br />1.18. <br />"Intellectual Property Rights" means <br />any and all registered and unregistered <br />rights granted, applied for or otherwise <br />now or hereafter in existence under or <br />related to any patent, copyright, <br />trademark, trade secret, database <br />76 <br />