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DocuSign Envelope ID:4B08A443-2DA2-4ADA-B400-C15E85593269 <br /> ADDITIONAL TERMS AND CONDITIONS <br /> These Additional Terms and Conditions are an Addendum to the GSA Approved End-User <br /> License Agreement entered into on September 19 , 2019 ("Effective Date") by and between <br /> Everbridge, Inc. ("Everbridge") and Orange County, a local political subdivision of the State of North <br /> Carolina("Customer") with its principal place of business at 200 S. Cameron Street, Hillsborough,North <br /> Carolina 27278. <br /> 1. Governing Law: This Agreement shall be governed by the federal law of the United States of <br /> America and the applicable laws of the State of North Carolina. Everbridge shall at all times <br /> remain in compliance with all applicable local, state, and federal laws, rules, and regulations <br /> including but not limited to all state and federal anti-discrimination laws, policies, rules, and <br /> regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage <br /> Policy (each policy is incorporated herein by reference and may be viewed at <br /> http://www.oran eg c�ync._og v/departments/purchasing division/contracts.php). Any violation <br /> of this requirement is a breach of the Agreement and Customer may terminate this Agreement <br /> without further obligation on the part of the Customer. This paragraph is not intended to limit, <br /> and does not limit, the definition of breach to discrimination. By executing this Agreement, <br /> Everbridge affirms that Everbridge is and shall remain in compliance with Article 2 of Chapter 64 <br /> of the North Carolina General Statutes. By executing this Agreement, Everbridge certifies that <br /> Everbridge has not been identified, and has not utilized the services of any agent or subcontractor, <br /> on the list created by the State Treasurer pursuant to G.S. 147-86.58. <br /> 2. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect <br /> to any provision of, or the performance or non-performance of, this Agreement shall be brought <br /> in the General Court of Justice of North Carolina sitting in Orange County, North Carolina and it <br /> is agreed by the parties that no other court shall have jurisdiction or venue with respect to such <br /> suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the <br /> bringing of such suit or action. Under no circumstances shall any dispute be addressed through <br /> binding arbitration. <br /> 3. Non Appropriation: Everbridge acknowledges that Customer is a governmental entity, and the <br /> validity of this Agreement is based upon the availability of public funding under the authority of <br /> its statutory mandate. In the event that public funds are unavailable and not appropriated for the <br /> performance of Customer's obligations under this Agreement, then this Agreement shall <br /> automatically expire without penalty to the Customer immediately upon written notice to <br /> Everbridge of the unavailability and non-appropriation of public funds. <br /> 4. Signatures: This Agreement together with any amendments or modifications may be executed <br /> electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply <br /> with Article I IA and Article 40 of the North Carolina General Statutes Chapter 66. <br /> Except for the additions and changes made herein, the GSA Approved End-User License Agreement <br /> shall remain in full force and effect to the extent it is not inconsistent with this Addendum. In the <br />