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<br />8. WARRANTIES; DISCLAIMER.
<br />8.1 Everbridge Warranty. During the duration of the Term, Everbridge shall provide the Solutions in material compliance with
<br />the functionality and specifications set forth on the applicable Solution Documentation during the period the Services are purchased.
<br />Everbridge shall provide 24X7X365 Client support in accordance with its most recently published Support Services Guide. Professional
<br />Services shall be performed in a professional manner consistent with industry standards.
<br />8.2 Disclaimer. THE FOREGOING REPRESENT THE ONLY WARRANTIES MADE BY EVERBRIDGE HEREUNDER, AND
<br />EVERBRIDGE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED,
<br />STATUTORY, OR OTHERWISE, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE
<br />MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EVERBRIDGE DOES NOT WARRANT THAT THE SOLUTION WILL
<br />OPERATE ERROR FREE OR WITHOUT INTERRUPTION. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL
<br />EVERBRIDGE HAVE ANY LIABILITY FOR PERSONAL INJURY (INCLUDING DEATH) OR PROPERTY DAMAGE ARISING FROM
<br />FAILURE OF THE SOLUTION TO DELIVER AN ELECTRONIC COMMUNICATION, HOWEVER CAUSED AND UNDER ANY
<br />THEORY OF LIABILITY, EVEN IF EVERBRIDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
<br />8.3 SMS Transmission. CLIENT ACKNOWLEDGES THAT THE USE OF SHORT MESSAGING SERVICES (“SMS”), ALSO
<br />KNOWN AS TEXT MESSAGING, AS A MEANS OF SENDING MESSAGES INVOLVES A REASONABLY LIKELY POSSIBILITY
<br />FROM TIME TO TIME OF DELAYED, UNDELIVERED, OR INCOMPLETE MESSAGES AND THAT THE PROCESS OF
<br />TRANSMITTING SMS MESSAGES CAN BE UNRELIABLE AND INCLUDE MULTIPLE THIRD PARTIES THAT PARTICIPATE IN THE
<br />TRANSMISSION PROCESS, INCLUDING MOBILE NETWORK OPERATORS AND INTERMEDIARY TRANSMISSION COMPANIES.
<br />ACCORDINGLY, EVERBRIDGE RECOMMENDS THAT SMS MESSAGING NOT BE USED AS THE SOLE MEANS OF
<br />COMMUNICATION IN AN EMERGENCY SITUATION.
<br />9. INDEMNIFICATION.
<br />9.1 By Everbridge. Everbridge shall defend, indemnify and hold Client harmless from and against any Claim against Client
<br />arising out of (i) any breach by Everbridge of applicable Privacy Laws; (ii) any breach by Everbridge of its data security obligations
<br />under Section 3.4; or (iii) an allegation that the Solution as contemplated hereunder infringes an issued patent or other IP Right in a
<br />country in which the Solution is provided to Client. If (x) any aspect of the Solution is found or, in Everbridge’s reasonable opinion is
<br />likely to be found, to infringe upon the IP Right of a third party or (y) the continued use of the Solution is enjoined, then Everbridge will
<br />promptly and at its own cost and expense at its option: (i) obtain for Client the right to continue using the Solution; (ii) modify such
<br />aspect of the Solution so that it is non-infringing; or (iii) replace such aspect of the Solution with a non-infringing functional equivalent.
<br />If, after all commercially reasonable efforts, Everbridge determines in good faith that options (i) - (iii) are not feasible, Everbridge will
<br />remove the infringing items from the Solution and refund to Client on a pro-rata basis any prepaid unused fees paid for such infringing
<br />element. The remedies set forth in this Section 9.2 are Client’s exclusive remedy for Claims for infringement of an IP Right. Everbridge
<br />shall have no obligation or liability for any claim pursuant to this Section to the extent arising from: (i) the combinations, operation, or
<br />use of the Solution supplied under this Agreement with any product, device, or software not supplied by Everbridge to the extent the
<br />combination creates the infringement; (ii) the unauthorized alteration or modification by Client of the Solution; or (iii) Everbridge’s
<br />compliance with Client's designs, specifications, requests, or instructions pursuant to an engagement for Everbridge Professional
<br />Services relating to the Solution to the extent the claim of infringement is based on the foregoing.
<br />9.2 Indemnification Process. The indemnifying party’s obligations under this Section 9 are contingent upon the indemnified
<br />party (a) promptly giving notice of the Claim to the indemnifying party once the Claim is known; (b) giving the indemnifying party sole
<br />control of the defense and settlement of the Claim (provided that the indemnifying party may not settle such Claim unless such
<br />settlement unconditionally releases the indemnified party of all liability and does not adversely affect the indemnified party’s business
<br />or service); and (c) providing the indemnifying party all available information and reasonable assistance.
<br />10. LIABILITY LIMITS. To the maximum extent permitted by law, neither Party shall have any liability to the other Party for any
<br />indirect, special, incidental, punitive, or consequential damages, however caused, under any theory of liability, and whether or not the
<br />Party has been advised of the possibility of such damage. Except for its indemnification obligations under Section 9, notwithstanding
<br />anything in this Agreement to the contrary, in no event shall Everbridge’s aggregate liability, regardless of whether any action or claim
<br />is based on warranty, contract, tort or otherwise, exceed amounts paid or due by Client to Everbridge hereunder during the 12-month
<br />period prior to the event giving rise to such liability. Client understands and agrees that these liability limits reflect the allocation of risk
<br />between the Parties and are essential elements of the basis of the bargain, the absence of which would require substantially different
<br />economic terms. This clause shall not impair the U.S. Government’s right to recover for fraud or crimes arising out of or related to this
<br />Agreement under any federal fraud statute. Furthermore, this clause shall not impair nor prejudice the U.S. Government’s right to
<br />express remedies provided in the schedule contract (i.e. Price Reductions, Patent Indemnification, Liability for Injury or Damage, Price
<br />Adjustment, Failure to Provide Accurate Information).
<br />11. INSURANCE. Everbridge will maintain during the term of this Agreement the following coverages: (i) General Liability insurance,
<br />with liability limits of at least $5,000,000; (ii) Network Technology/Cyber Liability coverage with limits of at least $5,000,000; and (iii)
<br />workers’ compensation insurance as required by the state or local law in which the work is performed. Upon request by Client,
<br />Everbridge shall provide Client a certificate of insurance evidencing such coverages.
<br />12. MISCELLANEOUS.
<br />12.1 Non-Solicitation. As additional protection for Everbridge’s proprietary information, for so long as this Agreement remains
<br />in effect, and for one year thereafter, Client agrees that it shall not, directly or indirectly, solicit, hire or attempt to solicit any employees
<br />of Everbridge; provided, that a general solicitation to the public for employment is not prohibited under this section.
<br />Docusign Envelope ID: 47CAD128-F700-4D8C-A318-F091771EB7B3
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