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• Security Incident: The potentially unauthorized access to Personal Data or Non-Public Data the Contractor believes could reasonably result in the use,disclosure or theft of the County's unencrypted Personal Data or Nan-Public Data within the possession or control of the Contractor. A Security Incident may or may not turn into a Data Breach. • Solutions: C o n t r a e to r's proprietary interactive communication services that the end- user Client has licensed access to. • Technical Failure: A malfunction in the vendor's hardware or softwarc which prevents the accomplishment of the services specified .in the Scope of Work, A malfunction of the hardware prevents the accomplishment of the hardware's intended functions and services specified in the Scope of Work. A malfunction of the software prevents the accomplishment of intended services even though the hardware may be functioning properly. Technical failures include,but are not limited to, an improper or incomplete conversion or upgrade of the hardware or software. • User: Government employee or affiliated volunteer who has the ability to log-in to the system for administrative purposes (e.g., maintaining contact lists, sending notifications, monitoring notification results, etc.). Includes employees and contractors of other public entities who are authorized by the County to access the system pursuant to a Memorandum of Understanding between the County and those public entities. • W1aVEAS;Wireless Emergency Alerts/Emergency Alert System. ARTICLES General Terms and Conditions: A. Governing Law and Venue: This Contract has been negotiated and executed in the state of California and shall be governed by and construed under,the laws of the state of California. In the event of any legal action to enforce or interpret this Contract,the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California,and the parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore,the parties specifically agree to waive any and all rights to request that an action be transferred for adjudication to another county. B. Entire Contract: This Contract contains the entire Contract between the parties with respect to the matters herein,and there are no restrictions,promises,warranties or undertalcings other than those set forth herein or referred to herein. No exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing. Electronic acceptance of any additional terms, conditions or supplemental Contracts by any County employee or agent, including but not limited to installers of software, shall not be valid or binding on County unless accepted in writing by County's Purchasing Agent or designee. C. Amendments: No alteration or variation of the terms of this Contract shall be valid unless made in writing and signed by the parties,no oral understanding or agreement not incorporated herein shall be binding on either of the parties; and no exceptions, alternatives,substitutes or revisions are valid or binding on County unless authorized by County in writing. D. Taxes: Unless otherwise provided herein or by law, price quoted does not include California state sales or use tax. Out-of-state Contractors shall indicate California Board of Equalization permit number and sales permit number on invoices, if California sales tax is added and collectable. If no permit numbers are shown, sales tax will be deducted from payment. The Auditor-Controller will then pay use tax directly to the State of California in lieu of payment of sales tax to the Contractor. E. Intentionally left blank F. Acceptance Payment: Unless otherwise agreed to in writing by County, payment shall be made County of Orange M..4-060--25010178 File No.2424402 Sher f-Coroner/Purchasing Services Bureau Public Mass Noltricaiion System Page 3 of 57