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<br />Customer shall not: (i) copy, modify, reverse engineer, de-
<br />compile, disassemble or otherwise attempt to discover or
<br />replicate the computer source code and object code provided or
<br />used by Everbridge in connection with delivery of the Solutions
<br />(the “Software”) or create derivative works based on the
<br />Software, the Solutions or any portion thereof; (ii) merge any of
<br />the foregoing with any third party software or services; (iii) use
<br />any Everbridge Confidential Information to create a product that
<br />competes with the Software; (iv) remove, obscure or alter any
<br />proprietary notices or labels on the Software or any portion of the
<br />Solutions; (v) create internet “links” to or from the Solutions, or
<br />“frame” or “mirror” any content forming part of the Solutions, other
<br />than on 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 operation
<br />of the Solutions; (vii) use the Solutions in violation of any
<br />applicable law or regulation; or (viii) access the Solutions for
<br />purposes of monitoring Solutions availability, performance or
<br />functionality, or for any other benchmarking or competitive
<br />purposes.
<br />6.3 Reservation of Rights. Other than as expressly set
<br />forth in this Agreement, Everbridge grants to Customer no license
<br />or other rights in or to the Solutions, the Software or any other
<br />proprietary technology, material or information made available to
<br />Customer through the Solutions or otherwise in connection with
<br />this Agreement (collectively, the “Everbridge Technology”), and
<br />all such rights are hereby expressly reserved. Everbridge (or its
<br />licensors where applicable) owns all rights, title and interest in
<br />and to the Solutions, the Software and any Everbridge
<br />Technology, and all patent, copyright, trade secret and other
<br />intellectual property rights (“IP Rights”) therein, as well as (i) all
<br />feedback and other information (except for the Customer Data)
<br />provided to Everbridge by Users, Customer and Contacts, and (ii)
<br />all transactional, performance, derivative data and metadata
<br />generated in connection with the Solutions.
<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, electronically, in writing, or by inspection
<br />of tangible objects (including, without limitation, documents or
<br />prototypes), that is designated as confidential or that reasonably
<br />should be understood to be confidential given the nature of the
<br />information and the circumstances of disclosure. Confidential
<br />Information includes without limitation, any personally identifiable
<br />Customer Data, all Everbridge Technology, and either Party’s
<br />business and marketing plans, technology and technical
<br />information, product designs, reports and business processes.
<br />Confidential Information shall not include any information that: (i)
<br />is or becomes generally known to the public without breach of
<br />any obligation owed to the Disclosing Party; (ii) was known to the
<br />Receiving Party prior to its disclosure by the Disclosing Party
<br />without breach of any obligation owed to the Disclosing Party; (iii)
<br />was independently developed by the Receiving Party without
<br />breach of any obligation owed to the Disclosing Party; or (iv) is
<br />received from a third party without breach of any obligation owed
<br />to the Disclosing Party. The Receiving Party shall not disclose or
<br />use 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. The Receiving Party shall not disclose
<br />any Confidential Information of the Disclosing Party except: (i) to
<br />the personnel of the Receiving Party or its parent, subsidiary or
<br />affiliate organizations having a need to know; or (ii) to the
<br />personnel of the Receiving Party’s consultants and service
<br />providers having a need to know, and only then if such
<br />consultants and service providers are bound by confidentiality
<br />and non-disclosure commitments substantially similar to those
<br />contained herein. Each Party agrees to protect the Confidential
<br />Information of the other Party with the same level of care that it
<br />uses to protect its own confidential information, but in no event
<br />less than a reasonable level of care.
<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 provided,
<br />Everbridge shall perform them in a professional manner
<br />consistent with industry standards.
<br />8.2 Disclaimer. NEITHER EVERBRIDGE NOR ITS
<br />LICENSORS WARRANT THAT THE SOLUTION WILL
<br />OPERATE ERROR FREE OR WITHOUT INTERRUPTION.
<br />WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL
<br />EVERBRIDGE HAVE ANY LIABILITY TO CUSTOMER,
<br />USERS, CONTACTS OR ANY THIRD PARTY FOR
<br />PERSONAL INJURY (INCLUDING DEATH) OR PROPERTY
<br />DAMAGE ARISING FROM FAILURE OF THE SOLUTION TO
<br />DELIVER AN ELECTRONIC COMMUNICATION, HOWEVER
<br />CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF
<br />EVERBRIDGE HAS BEEN ADVISED OF THE POSSIBILITY
<br />OF SUCH DAMAGE. THIS AGREEMENT DOES NOT LIMIT
<br />OR DISCLAIM ANY OF THE WARRANTIES SPECIFIED IN
<br />THE GSA SCHEDULE 70 CONTRACT UNDER FAR 52.212-
<br />4(O). IN THE EVENT OF A BREACH OF WARRANTY, THE
<br />U.S. GOVERNMENT RESERVES ALL RIGHTS AND
<br />REMEDIES UNDER THE CONTRACT, THE FEDERAL
<br />ACQUISITION REGULATIONS, AND THE CONTRACT
<br />DISPUTES ACT, 41 U.S.C. 7101-7109.
<br />8.3 Customer Representations and Warranties.
<br />Customer represents and warrants that during use of the
<br />Solutions, 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 Solutions 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 Solutions. Customer represents and warrants that all
<br />notifications sent through the Solutions shall be sent by
<br />authorized Users, and that the collection, storage and
<br />processing of Customer Data, and the use of the Solutions, 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 regulations,
<br />including those related to processing, storage, use, disclosure,
<br />security, protection and handling of Customer Data.
<br />9. INDEMNIFICATION.
<br />9.1 By Customer. [Intentionally Deleted]
<br />9.2 By Everbridge. Everbridge shall indemnify and hold
<br />Customer harmless from and against any Claim against
<br />Customer, but only to the extent it is based on a Claim that the
<br />Solution directly infringes an issued patent or other IP Right in a
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