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DocuSign Envelope ID: 16086DFC-1613-4024-BF92-DD86916E213E <br /> ADDITIONAL TERMS AND CONDITIONS <br /> These Additional Terms and Conditions are an Addendum to the GSA Approved End-User License <br /> Agreement entered into on September 29 , 2020 ("Effective Date") by and between Everbridge, <br /> Inc. ("Everbridge") and Orange County, a local political subdivision of the State of North Carolina <br /> ("Customer")with its principal place of business at 300 West Tryon Street, Hillsborough,North Carolina <br /> 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 remain <br /> in compliance with all applicable local,state,and federal laws,rules,and regulations including but <br /> not limited to all state and federal anti-discrimination laws,policies,rules, and regulations and the <br /> Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy <br /> is incorporated herein by reference and may be viewed at <br /> http://www.oran eg counter 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, and <br /> does not limit,the definition of breach to discrimination.By executing this Agreement,Everbridge <br /> affirms that Everbridge is and shall remain in compliance with Article 2 of Chapter 64 of the North <br /> Carolina General Statutes. By executing this Agreement, Everbridge certifies that Everbridge has <br /> not been identified,and has not utilized the services of any agent or subcontractor,on the list created <br /> 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 in <br /> the General Court of Justice of North Carolina sitting in Orange County,North Carolina and it is <br /> agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits <br /> or actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of <br /> such suit or action. Under no circumstances shall any dispute be addressed through binding <br /> 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 event <br />