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indirect, special, incidental, punitive, or consequential damages,
<br />however caused, under any theory of liability, and whether or not
<br />the Party has been advised of the possibility of such damage.
<br />Except for its indemnification obligations under Section 9.2,
<br />notwithstanding anything in this Agreement to the contrary, in no
<br />event shall Everbridge's aggregate liability, regardless of whether
<br />any action or claim is based on warranty, contract, tort,
<br />indemnification or otherwise, exceed amounts paid or due by
<br />Client to Everbridge hereunder during the 12-month period prior to
<br />the event giving rise to such liability. The foregoing limitations shall
<br />apply even if the non-breaching party's remedies under this
<br />Agreement fail their essential purpose.
<br />11. MISCELLANEOUS.
<br />1'1.1 Non€olicitation. As additional protection for
<br />Everbridge's proprietary information, for so long as this Agreement
<br />remains in effect, and for one year thereafter, Client agrees that it
<br />shall not, directly or indirectly, solicit, hire or aftempt to solicit any
<br />employees of Everbridge; provided, that a general solicitation to
<br />the public for employment is not prohibited under this section.
<br />1'1.2 Force Majeure; Limitations. Everbridge shall not be
<br />responsible for performance under lhis Agreement to the extent
<br />precluded by circumstances beyond Everbridge's reasonable
<br />control, including without limitation acts of God, acts of
<br />government, flood, fire, earthquakes, civil unrest, acts of terror,
<br />labor problems, regional technology interruptions, or denial of
<br />service attacks. The Solution delivers information for supported
<br />Contact paths to public and private networks and carriers, but
<br />Everbridge cannot guarantee delivery of the information to the
<br />recipients. Final delivery of information to recipients is dependent
<br />on and is the responsibility of the designated public and private
<br />networks or carriers.
<br />l'1.3 Waiver; Severability. The failure of either Party
<br />hereto to enforce at any time any of the provisions or terms of this
<br />Agreement shall in no way be considered to be a waiver of such
<br />provisions. lf any provision of this Agreement is found by any court
<br />or other authority of competent jurisdiction to be invalid, illegal or
<br />unenforceable, that provision shall, to the extent required, be
<br />deemed deleted or revised, and the remaining provisions shall
<br />continue in full force and effect to the maximum e*ent possible so
<br />as to give effect to the intent of the parties.
<br />'11.4 Assignment. Neither party may assign this
<br />Agreement to any third party except upon the other Party's prior
<br />written consent, which consent shall not be unreasonably withheld
<br />or delayed; provided, that no such consent shall be required in the
<br />event of an assignment to an Affiliated Entity or to a successor-in-
<br />interest to the business of the assigning Party resulting from a
<br />merger, reorganization, or sale of all or substantially all such
<br />Party's assets. Notwithstanding the above, neither Party shall
<br />assign this Agreemenl to any third party which is a competitor of
<br />the other Party.
<br />11.5 Governing Law; Attorney's Fees. This Agreement
<br />shall be governed and construed in accordance with the laws of
<br />the Commonwealth of Massachusetts, without regard to its
<br />conflicts of laws rules. The U.N. Convention on Contracts for the
<br />lnternational Sale of Goods shall not apply. The prevailing party in
<br />any action arising out of this Agreement shall be entitled to its
<br />reasonable attorneys' fees and costs.
<br />11.6 Notices. Legal notices (e.9., claimed breach or
<br />termination) to be provided under this Agreement shall be
<br />delivered in writing (a) in person, (b) by nationally recognized
<br />overnight delivery service, or (c) by U.S. certified or first class mail
<br />to the other party as set forth on the Quote. All legal notices shall
<br />be deemed to have been given upon receipt or, if under (c), three
<br />(3) business days after being deposited in the mail. Either party
<br />may change its address by giving notice of the new address to the
<br />other party pursuant to this Section and identifying the effective
<br />date of such change. Everbridge may provide all other notices to
<br />Client's billing contract on the Client Registration Form or, with
<br />respect to availability, upgrades or maintenance of the Solutions,
<br />to the Everbridge Support Center.
<br />11.7 Marketing. Client consents to Everbridge referencing
<br />Client's name as an Everbridge Client in Everbridge publications,
<br />its website, and other marketing materials.
<br />11,8 Equal Employment Opportunity. Everbridge, lnc. is
<br />a government contractor and is subject to the requirements of
<br />Executive Order 11246, the Rehabilitation Assistance Act and
<br />VEVRAA. Pursuant to these requirements, the Equal Opportunity
<br />Clauses found at 41 Code of Federal Regulations sections 60-
<br />1.a@) ft7), sections 60-250.4(a-m), sections 60-300.5 (1-'ll) and
<br />sections 60-741.5 (a) (16) are incorporated herein by reference
<br />as though set forth at length, and made an express part of this
<br />Agreement.
<br />11.9 Export Compliant. Neither Party shall export,
<br />directly or indirectly, any technical data acquired from the other
<br />pursuant to this Agreement or any product utilizing any such data
<br />to any country for which the U.S. Government or any agency
<br />thereof at the time of export requires an export license or other
<br />governmental approval without first obtaining such license or
<br />approval. Client shall not permit Users to send notiflcations to a
<br />Contact in a U.S. embargoed country or in violation of any U.S.
<br />export law or regulation.
<br />11.10 U.S. Government End-Users. The Solutions and
<br />related documentation are "commercial items" as defined at 48
<br />C.F.R. 2.101, consisting of "commercial computer software" and
<br />"commercial computer software documentation" as such terms are
<br />used in 48 C.F.R. 12.212. Consistent with 48 CF.R. 12.212 and
<br />48 C.F.R. 227.7202-'l through 227.72024, U.S. government
<br />customers and end-users acquire licenses to the Solutions and
<br />related documentration with only those rights set forth herein.
<br />11.11 General. This Agreement, including its Exhibits and
<br />any Quote, constitutes the entire agreement between the Parties
<br />and supersedes all other agreements and understandings
<br />between the Parties, oral or written, with respect to the subject
<br />matter hereof, including any confidentiality agreements. This
<br />Agreement shall not be modified or amended except by a writing
<br />signed by both Parties. ANY NEW TERMS OR CHANGES
<br />INTRODUCED IN A PURCHASE ORDER OR OTHER
<br />DOCUMENT ARE VOID AND OF NO FORCE OR EFFECT.
<br />EVERBRIDGE'S ACKNOWLEDGEMENT OF RECEIPT OF
<br />SUCH DOCUMENT OR ACCEPTANCE OF PAYMENT SHALL
<br />NOT CONSTITUTE AGREEMENT TO ANY TERMS OTHER
<br />THAN THOSE SET FORTH lN THIS AGREEMENT. There are no
<br />third party beneflciaries to this Agreement. Any right, obligation or
<br />condition that, by its express terms or nature and context is
<br />intended to survive the termination or expiration of this Agreement,
<br />shall survive any such termination or expiration hereof. This
<br />Agreement, and any other document referencing and governed by
<br />this Agreement may be executed in one or more counterparts,
<br />each of which shall be deemed an original but which together shall
<br />constitute the same agreement. Each Party agrees to be bound by
<br />its digital or electronic signature, whether transmitted by fax
<br />machine, in the form of an electronically scanned image (e.9., in
<br />.pdf form), by email, or by other means of e-signature technology,
<br />and each Party agrees that it shall accept the signature ofthe other
<br />Party transmitted in such a manner.
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