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