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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 1, 2023 (“Effective Date”) by and between Everbridge, Inc. <br />(“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.orangecountync.gov/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 11A 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 />DocuSign Envelope ID: 019DBAA1-A1A5-4FBC-A288-B80D41B967A1