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II. Hold I3armless: 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 INDEMNITIES") 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, or licensees. COUNTY will defend, indemnify and save harmless
<br />PARTICIPANT, its officers, agents, employees and volunteers from and against any and
<br />all claims, demands, losses, damages, expenses or liabilities of any kind or nature which
<br />PARTICIPANT, its officers, agents, employees or volunteers may sustain or incur or
<br />which may be imposed upon them for injury to or death of persons, or damages to
<br />property as a result of, or arising out of the acts, errors or omissions of COUNTY, its
<br />officers, agents, employees, subtenants, invitees, or licensees.
<br />III. Term: This MOU shall be in effect from July 1, 2016 and, shall expire on June 30, 2021,
<br />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 PARTICIPAiNTS.
<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 terns provided in
<br />Exhibit A, B and C. All PARTICIPANTS agree to the terms and conditions contained in
<br />Exhibits A, B, and C. COUNTY retains the right to update Exhibits A, B, and C as
<br />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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