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DocuSign Envelope ID:84AC93A5-0882-4236-9052-37D9FA3E9D6D
<br /> 10. LIMITATION OF LIABILITY. Except for breaches of any court or other authority of competent jurisdiction to be
<br /> Section 6, neither Party shall have any liability to the other invalid, illegal or unenforceable, that provision shall, to the
<br /> Party for any loss of use, interruption of business, lost profits, extent required, be deemed deleted and the remaining
<br /> costs of substitute services, or for any other indirect, special, provisions shall continue in full force and effect.
<br /> incidental, punitive, or consequential damages, however
<br /> caused, under any theory of liability, and whether or not the 11.4 Assignment. Neither this Agreement nor any
<br /> Party has been advised of the possibility of such damage. rights granted hereunder may be sold, leased, assigned
<br /> Notwithstanding anything in this Agreement to the contrary, in (including an assignment by operation of law), or otherwise
<br /> no event shall Everbridge's aggregate liability, regardless of transferred, in whole or in part, by Customer, and any such
<br /> whether any action or claim is based on warranty, contract, attempted assignment shall be void and of no effect without the
<br /> tort, indemnification or otherwise, exceed amounts actually advance written consent of Everbridge, which shall not be
<br /> paid by Customer to Everbridge hereunder during the 12 unreasonably withheld.
<br /> month period prior to the event giving rise to such liability. 11.5 Governing Law; Attorney's Fees. This
<br /> Customer understands and agrees that these liability limits Agreement shall be governed and construed in accordance
<br /> reflect the allocation of risk between the Parties and are with the federal laws of the United States of America.
<br /> essential elements of the basis of the bargain, the absence of
<br /> which would require substantially different economic terms. 11.6 Notices. Either party may give notice at any time
<br /> This clause shall not impair the U.S. Government's right to by any of the following: letter delivered by (i) nationally
<br /> recover for fraud or crimes arising out of or related to this recognized overnight delivery service; (ii) first class postage
<br /> Agreement under any federal fraud statute. Furthermore, this prepaid mail; or (iii) certified or registered mail, (certified and
<br /> clause shall not impair nor prejudice the U.S. Government's first class mail deemed given following 2 business days after
<br /> right to express remedies provided in the schedule contract mailing) to the other party at the address set forth on the
<br /> (i.e. Price Reductions, Patent Indemnification, Liability for Quote. Either Party may change its address by giving notice
<br /> Injury or Damage, Price Adjustment, Failure to Provide as provided herein.
<br /> Accurate Information).
<br /> 11.7 No Third-Party Beneficiaries. There are no
<br /> 11. MISCELLANEOUS. third-party beneficiaries to this Agreement.
<br /> 11.1 Non-Solicitation. As additional protection for 11.8 Entire Agreement. [Intentionally Deleted]
<br /> Everbridge's proprietary information, for so long as this
<br /> Agreement remains in effect, and for one year thereafter, 11.9 Marketing. Everbridge shall obtain Customer's
<br /> Customer agrees that it shall not, directly or indirectly, solicit, express written consent in order to reference Customer's name
<br /> hire or attempt to solicit any employees of Everbridge; and logo as an Everbridge customer in Everbridge
<br /> provided, that a general solicitation to the public for publications, its website, and other marketing materials.
<br /> employment is not prohibited under this section.
<br /> 11.10 Survival. Sections 2, 3.2, 5.2, 6, 7, 9-11 and the
<br /> 11.2 Force Majeure; Limitations. Everbridge shall not applicable provisions of Exhibit A shall survive the expiration or
<br /> be responsible for performance under this Agreement to the earlier termination of this Agreement.
<br /> extent precluded by circumstances beyond Everbridge's
<br /> reasonable control, including without limitation acts of God, 11.11 Counterparts. This Agreement may be executed
<br /> acts of government, flood, fire, earthquakes, civil unrest, acts in one or more counterparts, all of which together shall
<br /> of terror, labor problems, computer, telecommunications, constitute one original document. A facsimile transmission or
<br /> Internet service provider or hosting facility failures, or delays copy of the original shall be as effective and enforceable as the
<br /> involving hardware, software or power systems, and network original.
<br /> intrusions or denial of service attacks. The Service delivers
<br /> information for supported Contact paths to public and private 11.12 Export Compliant. Neither Party shall export,
<br /> networks and carriers, but cannot guarantee delivery of the directly or indirectly, any technical data acquired from the other
<br /> information to the recipients. Final delivery of information to pursuant to this Agreement or any product utilizing any such
<br /> recipients is dependent on and is the responsibility of the data to any country for which the U.S. Government or any
<br /> designated public and private networks or carriers. Customer agency thereof at the time of export requires an export license
<br /> acknowledges and agrees that territories outside the U.S. and or other governmental approval without first obtaining such
<br /> Canada may have territorial restrictions resulting from license or approval.
<br /> applicable law, telecommunications or internet infrastructure 11.13 Equal Employment Opportunity. Everbridge,
<br /> limitations, telecommunications or internet service provider Inc. is a government contractor and is subject to the
<br /> policies, or communication device customizations that may requirements of Executive Order 11246, the Rehabilitation
<br /> inhibit or prevent the delivery of certain SMS, text or other Assistance Act and VEVRAA. Pursuant to these requirements,
<br /> notifications, or restrict the ability to place or receive certain the Equal Opportunity Clauses found at 41 Code of Federal
<br /> calls such as outbound toll free calls. Everbridge shall have no Regulations sections 60-1.4(a) (1-7), sections 60-250.4(a-m),
<br /> liability to the extent such restrictions impede the Service. sections 60-300.5 (1-11) and sections 60-741.5 (a) (1-6) are
<br /> 11.3 Waiver; Severability. The failure of either Party incorporated herein by reference as though set forth at length,
<br /> hereto to enforce at any time any of the provisions or terms of and made an express part of this Agreement.
<br /> this Agreement shall in no way be considered to be a waiver of
<br /> such provisions. If any provision of this Agreement is found by
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