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Hold Harmless: PARTICIPANT will defend, indemnify and save harmless COUNTY,
<br />its elected officials, officers, agents, employees, volunteers and those special districts and
<br />agencies which COUNTY's Board of Supervisors acts as the governing Board
<br />("COUNTY INDEMNITEES") from and against any and all claims, demands, losses,
<br />damages, expenses or liabilities of any kind or nature which COUNTY, its officers,
<br />agents, employees or volunteers may sustain or incur or which may be imposed upon
<br />them for injury to or death of persons, or damages to property as a result of, or arising out
<br />of the acts, errors or omissions of PARTICIPANT, its officers, agents, employees,
<br />subtenants, invitees, licensees, or contracted vendors. COUNTY will defend, indemnify
<br />and save harmless PARTICIPANT, its officers, agents, employees and volunteers from
<br />and against any and all claims, demands, losses, damages, expenses or liabilities of any
<br />kind or nature which PARTICIPANT, its officers, agents, employees or volunteers may
<br />sustain or incur or which may be imposed upon them for injury to or death of persons, or
<br />damages to property as a result of, or arising out of the acts, errors or omissions of
<br />COUNTY, its officers, agents, employees, subtenants, invitees, licensees, or contracted
<br />vendors.
<br />III. Term: This MOU shall be in effect from July 1, 2021 and shall expire on December 30,
<br />2024 unless COUNTY funding of the System becomes unavailable at which time
<br />PARTICIPANTS will be given six-month advance notice per the termination terms found
<br />in Paragraph IX. Termination, below.
<br />IV. Scope of Services: PARTICIPANTS shall receive from COUNTY access to the same
<br />services being provided by Everbridge, Inc. to the COUNTY under the Agreement.
<br />COUNTY's involvement in this MOU is limited only to extending the availability of the
<br />terms and conditions of the Agreement to the PARTICIPANTS.
<br />V. Use: Use of the System and its data, including but not limited to contact information, is
<br />governed by the terms, conditions and restrictions set forth in the terms provided in
<br />Exhibit A, B, C, and D. All PARTICIPANTS agree to the terms and conditions contained
<br />in Exhibits A, B, C, and D. COUNTY retains the right to update Exhibits A, B, C, and D
<br />as needed, in whole or in part, during the life of this MOU. Any and all revised Exhibits
<br />will be distributed to PARTICIPANTS within five business days of the revision date and
<br />shall be incorporated into this MOU. Such modifications to the Exhibits shall not be
<br />deemed an amendment for the purposes of Paragraph X. Amendments, below.
<br />PARTICIPANT, including each of its agents, officers, employees, and representatives
<br />who are given access to the System, agrees to abide by the individual terms of each
<br />agreement and the additional conditions incorporated herein. Breach of use may result in
<br />individual user or PARTICIPANT access account termination.
<br />PARTICIPANT agrees to require each Individual User to execute an Individual User
<br />Agreement (Exhibit D) regarding their obligations to maintain the confidentiality of login
<br />and password information; ensure that they will use the System in accordance with all
<br />applicable laws and regulations, including those relating to use of personal information;
<br />that they may be responsible for any breach of the terms of the Agreement with
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