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L DocuSign Envelope ID:2EB38731-F132-4892-9C24-99B22BE669C2
<br /> Software; (iv) remove, obscure or alter any proprietary notices 8. WARRANTIES; DISCLAIMER.
<br /> or labels on the Software or any portion of the Service; (v)
<br /> create internet "links" to or from the Service, or "frame" or 8.1 Everbridge Warranty. Everbridge shall use
<br /> "mirror" any content forming part of the Service, other than on commercially reasonable efforts to provide the Services herein
<br /> Customer's own intranets for its own internal business contemplated. To the extent professional services are
<br /> purposes; (vi) use, post, transmit or introduce any device, provided, Everbridge shall perform them in a professional
<br /> software or routine (including viruses, worms or other harmful manner consistent with industry standards.
<br /> code) which interferes or attempts to interfere with the 8.2 Disclaimer. NEITHER EVERBRIDGE NOR ITS
<br /> operation of the Service; (vii) use the Service in violation of any LICENSORS WARRANT THAT THE SERVICE WILL
<br /> applicable law or regulation; or (viii) access the Service for OPERATE ERROR FREE OR WITHOUT INTERRUPTION.
<br /> purposes of monitoring Service availability, performance or WITHOUT LIMITING THE FOREGOING, IN NO EVENT
<br /> functionality, or for any other benchmarking or competitive SHALL EVERBRIDGE HAVE ANY LIABILITY TO
<br /> purposes. CUSTOMER, USERS, CONTACTS OR ANY THIRD PARTY
<br /> 6.3 Reservation of Rights. Other than as expressly FOR PERSONAL INJURY (INCLUDING DEATH) OR
<br /> set forth in this Agreement, Everbridge grants to Customer no PROPERTY DAMAGE ARISING FROM FAILURE OF THE
<br /> license or other rights in or to the Service, the Software or any SERVICE TO DELIVER AN ELECTRONIC
<br /> other proprietary technology, material or information made COMMUNICATION, HOWEVER CAUSED AND UNDER ANY
<br /> available to Customer through the Service or otherwise in THEORY OF LIABILITY, EVEN IF EVERBRIDGE HAS BEEN
<br /> connection with this Agreement (collectively, the "Everbridge ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
<br /> Technology"), and all such rights are hereby expressly
<br /> 8.3 Customer Representations and Warranties.
<br /> reserved. Everbridge (or its licensors where applicable) owns Customer represents and warrants that during use of the
<br /> all rights, title and interest in and to the Service, the Software Service, Customer shall (i) clearly and conspicuously notify
<br /> and any Everbridge Technology, and all patent, copyright, Contacts of the way in which their personal information shall be
<br /> trade secret and other intellectual property rights ("IP Rights") used, and (ii) have primary safety and emergency response
<br /> therein, as well as (i) all feedback and other information procedures including, without limitation, notifying 911 or
<br /> (except for the Customer Data) provided to Everbridge by equivalent fire, police, emergency medical and public health
<br /> Users, Customer and Contacts, and (ii) all transactional, officials (collectively, "First Responders"). Customer
<br /> performance, derivative data and metadata generated in acknowledges and agrees that Everbridge is not a First
<br /> connection with the Services. Responder,and that the Service does not serve as a substitute
<br /> 7. CONFIDENTIAL INFORMATION. for Customer's own emergency response plan, which in the
<br /> event of an actual or potential imminent threat to person or
<br /> 7.1 Definition; Protection. As used herein, property, shall include contacting a First Responder prior to
<br /> "Confidential Information" means all information of a Party using the Service. Customer represents and warrants that all
<br /> ("Disclosing Party") disclosed to the other Party ("Receiving notifications sent through the Service shall be sent by
<br /> Party"), whether orally, in writing, or by inspection of tangible authorized Users, and that the collection, storage and
<br /> objects (including, without limitation, documents or prototypes), processing of Customer Data, and the use of the Service, as
<br /> that is designated as confidential or that reasonably should be provided in this Agreement, will at all times comply with (x)
<br /> understood to be confidential given the nature of the Customer's own policies regarding privacy and protection of
<br /> information and the circumstances of disclosure. Confidential personal information; and (y) all applicable laws and
<br /> Information includes without limitation, any personally regulations, including those related to processing, storage,
<br /> identifiable Customer Data, all Everbridge Technology, and use, disclosure, security, protection and handling of Customer
<br /> either Party's business and marketing plans, technology and Data.
<br /> technical information, product designs, reports and business
<br /> processes. Confidential Information shall not include any 9. INDEMNIFICATION,
<br /> information that: (i) is or becomes generally known to the 9.1 By Customer. [Intentionally Deleted]
<br /> public without breach of any obligation owed to the Disclosing
<br /> Party; (ii) was known to the Receiving Party prior to its 9.2 By Everbridge. Everbridge shall indemnify and
<br /> disclosure by the Disclosing Party without breach of any hold Customer harmless from and against any Claim against
<br /> obligation owed to the Disclosing Party; (iii) was independently Customer, but only to the extent it is based on a Claim that the
<br /> developed by the Receiving Party without breach of any Service directly infringes an issued patent or other IP Right in a
<br /> obligation owed to the Disclosing Party; or(iv) is received from country in which the Service is actually provided to Customer.
<br /> a third party without breach of any obligation owed to the In the event Everbridge believes any Everbridge Technology
<br /> Disclosing Party. The Receiving Party shall not disclose or use is, or is likely to be the subject of an infringement claim,
<br /> any Confidential Information of the Disclosing Party for any Everbridge shall have the option, at its own expense, to: (i) to
<br /> purpose other than performance or enforcement of this procure for Customer the right to continue using the Service;
<br /> Agreement without the Disclosing Party's prior written consent, (ii) replace same with a non-infringing service; (iii) modify such
<br /> unless (but only to the extent) otherwise required by a Service so that it becomes non-infringing; or (iv) refund any
<br /> governmental authority. Each Party agrees to protect the fees paid to Everbridge and terminate this Agreement without
<br /> Confidential Information of the other Party with the same level further liability. Everbridge shall have no liability for any Claim
<br /> of care that it uses to protect its own confidential information, arising out of (w) Customer Data or other Customer supplied
<br /> but in no event less than a reasonable level of care. Without content, (x) use of the Service or Software in combination with
<br /> limiting the foregoing,this Agreement and all terms hereof shall other products, equipment, software or data not supplied by
<br /> be Everbridge's Confidential Information. Everbridge, (y) any use, reproduction, or distribution of any
<br /> release of the Service or Software other than the most current
<br /> release made available to Customer, or (z) any modification of
<br /> the Service or Software by any person other than Everbridge.
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