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annually In advance and in accordance with Attachment 13, Compensation and Pricing Provisions. Only in the event the Contractor Is terminated for material breach,County shall immediately receive one/twelfth(1/12)of all prepaid PMNS subscription and services(as listed in this contract)for each month or portion thereof remaining for the applicable Contract year as listed in this Contract. G. Warranty: Contractor Warranty. Contractor shall provide the services in material compliance with the functionality and specifications set forth on the applicable Solution Documentation. Contractor shall provide 24X7X365 customer support.Professional Services shall be performed in a professional manner consistent with industry standards. Disclaimer. THE FOREGOING REPRESENT THE ONLY WARRANTIES MADE BY CONTRACTOR HEREUNDER,AND CONTRACTOR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMI'I`TE?D BY APPLICABLE LAW, CONTRACTOR DOES NOT WARRANT THAT THE SOLUTION WILL OPERATE ERROR FREE OR WITHOUT INTERRUPTION. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL CONTRACTOR HAVE ANY LIABILITY FOR PERSONAL INJURY (INCLUDING DEATH) OR PROPERTY DAMAGE ARISING FROM FAILURE OF THE SOLUTION TO DELIVER AN ELECTRONIC COMMUNICATION,HOWF,VrR CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF CONTRACTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SMS Transmission. CLIENT ACKNOWLEDGES THAT THE USE OF SHORT MESSAGING SERVICES ("SMS"), ALSO KNOWN AS TEXT MESSAGING, AS A MEANS OF SENDING MESSAGES INVOLVES A REASONABLY LIKELY POSSIBILITY FROM TIME TO TIME OF DELAYED, UNDELIVERED, OR INCOMPLETE MESSAGES AND THAT THE PROCESS OF TRANSMITTING SMS MESSAGES CAN BE UNRELIABLE AND INCLUDE MULTIPLE THIRD PARTIES THAT PARTICIPATE IN THE TRANSMISSION PROCESS, INCLUDING MOBILE NETWORK OPERATORS AND INTERMEDIARY TRANSMISSION COMPANIES. ACCORDINGLY, CONTRACTOR RECOMMENDS THAT SMS MESSAGING NOT BE USED AS THE SOLE MEANS OF COMMUNICATION IN AN EMERGENCY SITUATION. H. Patent/Copyright Materials/Proprietary Infringement: Contractor shall defend, indemnify and hold Client harmless from and against any Claim against Client arising out of(1) any breach by Contractor of applicable privacy .laws; (ii) any broach by Contractor of its data security obligations; or (iii) an allegation that the Solution as contemplated hereunder infringes all issued patent or other IP Right in a country in which the Solution is provided to Client,If(x)any aspect of the Solution is found or,in Contractor's reasonable opinion is 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 Contractor will 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 aspect of the Solution so that it is non-infringing;or(iii)replace such aspect of the Solution with a non-infringing:functional equivalent. If,after all commercially reasonable efforts,Contractor determines in good faith that options(i)-(iii) are not feasible,Contractor will remove the infringing items front the Solution and refiund to Client on a pro-rata basis any prepaid unused fees paid for such infringing element.The remedies sat forth in this Section are Client's exclusive remedy for Claims for infringement of an IP Right. Contractor shall have no obligation or liability for any claim pursuant to this Section to the extent arising from: (i) the combinations, operation, or use of the Solution supplied under this Agreement with any product, device, or software not supplied by Contractor to the extent the combination creates the infringement; (ii) the unauthorized alteration or modification by Client of the Solution; or (ii!) Contractor's compliance with Client's designs, specifications,requests or instruction pursuant to an engagement for Everbridge Professional Services relating to the Solution to the extent the claim of infringement is based on the foregoing. Ca un ly of Orange MR-060--25010178 File No,2424402 Shefiff--Coroner/Purchaerng&rPlees Bureau Public Mass Notification System Page 4 of 57