Everbridge Inc - FY2019-015 Everbridge, Inc.
Master Services Agreement
This Master Services Agreement("Agreement")is entered shall pay the fees set forth in the Quote within thirty(30)days from
into by and between Everbridge, Inc. ("Everbridge") and date of invoice. If Client exceeds the usage levels specified in the
City of Rancho Palos Verdes ("Client"), effective on the date Quote,then Everbridge may invoice Client for any overages at the
of Client's signature below ("Effective Date"). Everbridge and then applicable rate.All Professional Services must be used within
Client are each sometimes referred to as a "Party" and 12 months from date of purchase. Late payments shall accrue
collectively,the "Parties." interest at a rate of one and one-half percent(1 5%)per month or
the highest rate allowed by applicable law, whichever is lower.
1. SERVICES. Such interest shall be in addition to any other rights and remedies
1.1 Orders. Everbridge shall provide Client access to its of Everbridge. Unless otherwise provided, the fees set forth in the
proprietary interactive communication solutions (the "Solutions") leviesote or not includea any local, state, federal isoforeign bletaxforo,
subject to the terms and conditions set forth in this Agreement and levies duties of any nature, all of which Client is responsible
the description of services and pricing provided in the applicable paying, except for those relating to Everbridge's's net income or
quote or other ordering document (e.g., statement of work) (the property. If Everbridge is legallyible, hoeliapp od ri collectm uor payshall taxes
for which Client is responsible, the appropriate amount be
"Quote") and the applicable Solution documentation (the invoiced to and paid by Client, unless Client provides a valid tax
"Documentation"). If applicable, Everbridge shall provide the exemption certificate.
training and professional services ("Professional Services") set
forth in the Quote. Collectively, the Solutions and Professional 3. RESPONSIBILITIES.
Services are referred to as the "Services". Everbridge shall
provide Client with login and password information for each User 3.1 Client Data. Client shall retain all ownership rights
(as defined below) and will configure the Solutions based on the in all Contact data and all electronic data Client transmits to
maximum number of Contacts (as defined below) or Users, as Everbridge to or through the Solutions ("Client Data") Client
applicable depending on the Solutions ordered. Client shall represents that it has the right to authorize and hereby does
undergo the initial setup and training as set forth in the onboarding authorize Everbridge to collect, store and process Client Data
Documentation within sixty(60)days of the Effective Date. Unless subject to the terms of this Agreement.Client shall maintain a copy
otherwise provided in the applicable Quote or Documentation, of all Contact data it provides to Everbridge.
Services are purchased as annual subscriptions.
3.2 Use of Solutions.Client is responsible for all activity
1.2 Users; Contacts. "Users" are individuals who are occurring under Client's account(s) and shall comply with all
authorized by Client from time to time to use the Solutions for the applicable Privacy Laws (as defined below) and all other
purposes of sending notifications,configuring templates, reporting applicable laws and regulations in connection with Client's use of
or managing data,serving as system administrators,or performing the Services, including its provision of Client Data to Everbridge.
similar functions, and who have been supplied user identifications Where applicable, Client shall obtain the required consent of
and passwords by Client. Users may include employees and Contacts to send communications through the Solutions. Client
contractors of Client or an Included Department. "Included shall use the Service in accordance with Everbridge's then
Department"means any enterprise department,office,agency,or applicable Acceptable Use Policy posted on www.everbridge.com.
other entity that receives a majority of its funding from the same Client shall promptly notify Everbridge of any unauthorized use of
general or enterprise fund.as applicable,as the Client."Contacts" any password or account or any other act or omission that would
are individuals who Client contacts through the Solutions and/or constitute a breach or violation of this Agreement. Client
who provides their personal contact information to Everbridge, acknowledges that the Solutions are a passive conduit for the
including through an opt-in portal. If applicable to the particular transmission of Client Data, and Everbridge has no obligation to
Solution, the number of Users and/or Contacts that may be screen, preview or monitor content, and shall have no liability for
authorized by Client is set forth on the Quote. any errors or omissions or for any defamatory, libelous, offensive
or otherwise unlawful content in any Client Data,or for any losses,
1.3 Affiliated Entities.Departments,divisions,agencies damages, claims, or other actions arising out of or in connection
or governmental entities which are affiliated politically, with any data sent, accessed, posted or otherwise transmitted via
operationally or otherwise with Client, and which are not an the Solutions by Client, Users or Contacts.
Included Department(each, an"Affiliated Entity")may purchase
Services to the same extent as Client, provided,that the Affiliated 3.3 Data Privacy.Everbridge shall abide by all applicable
Entity purchases the Services on the same terms and conditions Privacy Laws in connection with the operation of the Solutions.
as are contained in this Agreement pursuant to a fully executed "Privacy Laws" means all U.S. federal and state laws and
Quote agreed to by Everbridge and such Affiliated Entity. Client regulations regarding consumer and data protection and privacy.
and the Affiliated Entity shall maintain separate accounts with 3.4 Data Security. Everbridge's IT security and
Everbridge. Solely as to the Agreement between Everbridge and compliance program includes the following standards generally
such Affiliated Entity,all terms and references to"Client"shall refer adopted by industry leading SaaS providers: (i) reasonable and
to such Affiliated Entity upon execution of an applicable Quote. By appropriate technical, organizational, and security measures
executing a Quote each Affiliated Entity agrees to be bound by all against the destruction, loss, unavailability, unauthorized access
the terms and conditions herein as to such Affiliated Entity. An or alteration of Client Data in the possession or under the control
entity that otherwise qualifies under this definition will be included of Everbridge, including measures to ensure the availability of
within the meaning of Affiliated Entity even though it qualifies after information following interruption to, or failure of, critical business
the execution of this Agreement. processes; and (ii) an annual assessment of its security controls
2. PAYMENT TERMS. Everbridge shall invoice Client annually performed by an accredited third party audit firm in accordance
in advance for all Solutions and Professional Services, and Client with the Statement on Standards for Attestation Engagements No.
SLG Master Services Agreement v6 01.29 17 1
16(SSAE 16). Upon request, Everbridge shall provide Client with 5.3 Suspension. Everbridge may suspend Clients
a copy of its current SSAE 16 SOC 2 report. Everbridge's security access to the Solutions or any portion thereof for(i) emergency
framework is based on the security requirements and controls network repairs,threats to,or actual breach of network security;or
within US National Institute of Standards and Technology (NIST) (ii)any legal, regulatory, or governmental prohibition affecting the
Special Publication 800-53 — Security and Privacy Controls for Solution. Everbridge shall use its best efforts to notify Client
Information Systems and Organizations.The NIST 800-53 security through its Client Portal and/or via email prior to such suspension
requirement standard has direct mapping to other security and and shall reactivate any affected portion of the Solution as soon as
data privacy frameworks, including global information security possible.
standard ISO 27001, HIPAA-HITECH,and HITRUST.
6. PROPRIETARY RIGHTS.
4. TERM. The term of this Agreement shall begin on the
Effective Date and shall expire when all underlying Quotes with 6.1 Grant of License. Subject to the terms and
Client or its Affiliates have expired in accordance with the terms of conditions of this Agreement, Everbridge hereby grants to Client,
such Quotes, unless terminated earlier as provided herein. during the term of this Agreement, a limited, non-exclusive, non-
Services under an applicable Quote will begin as set forth in such transferable, non-sublicensable right to use the Solutions.
Quote and shall continue for the initial term specified therein 6.2 Restrictions. Client shall use the Solution solely for
("Initial Service Term").If a Quote contains Services added to an its internal business purposes. In particular, Client's use of the
existing subscription, such added Services will be coterminous Solutions shall not include service bureau use, outsourcing,
with the Initial Service Term or applicable renewal Service term renting, reselling,sublicensing, or time-sharing. Client shall not(i)
("Renewal Term"), unless otherwise agreed to by the parties. If at
the end of the applicable Quote, Client intends to renew the sell, transfer, assign, distribute or otherwise commercially exploit
Agreement,but has not provided a timely executed written renewal or make the Solution available to any third party except as
prior to the end of such term,then Everbridge,in its sole discretion, expressly set forth herein; (ii) modify or make derivative works
shall continue the Service(s) hereunder for thirty (30) days (the based upon the Solution; (iii) reverse engineer the Solution; (iv)
"Grace Period")in order to secure an executed renewal by Client, remove, obscure or alter any proprietary notices or labels on the
provided that Client shall pay to Everbridge the annual fee then in Solution or any materials made available by Everbridge; (v) use,
effect divided by twelve (12) (the"Monthly Holdover Fee"). The post, transmit or introduce any device, software or routine
Grace Period is provided to Client as a courtesy so that Services (including viruses, worms or other harmful code)which interferes
will not be terminated prior to the execution of a renewal. Due to or attempts to interfere with the operation of the Solution; or(vi)
insurance and liability reasons Everbridge can only provide one defeat or attempt to defeat any security mechanism of any
Grace Period and will charge the Monthly Holdover Fee. The Solution.
Monthly Holdover Fee is instituted in order to protect Client from 6.3 Reservation of Rights. The Solutions (including all
termination or suspension of the Services,and to insure that timely associated computer software (whether in source code, object
renewals are entered into. Monthly Holdover Fees shall not be code, or other form), databases, indexing, search, and retrieval
returned or refunded to the Client as a credit towards any renewal. methods and routines,HTML,active server pages,intranet pages,
Except as set forth in an applicable Quote, or unless this and similar materials)and all intellectual property and other rights,
Agreement is terminated as provided herein,upon expiration of the title, and interest therein (collectively, "IP Rights"), whether
term of any Quote, such Quote shall renew automatically for conceived by Everbridge alone or in conjunction with others,
successive subsequent periods of twelve (12) months unless constitute Confidential Information and the valuable intellectual
either party notifies the other party of its intent to terminate at least property,proprietary material,and trade secrets of Everbridge and
thirty(30)days prior to the end of the then current term.Everbridge its licensors and are protected by applicable intellectual property
reserves the right to increase its fees in any Renewal Term by laws of the United States and other countries. Everbridge owns(i)
three percent(3%).With respect to any renewals which are signed all feedback(except for the Client Data)provided to Everbridge by
by Client after the previous term's expiration date, Everbridge Users, Client and Contacts in conjunction with the Services, and
reserves the right to increase its fees in such Renewal Term by (ii) all transactional, performance, derivative data and metadata
five percent(5%). generated in connection with the Solutions, which are generally
5. TERMINATION;SUSPENSION. used to improve the functionality and performance of the Services.
Except for the rights expressly granted to Client in this Agreement,
5.1 Termination by Either Party. Either Party may all rights in and to the Solutions and all of the foregoing elements
terminate this Agreement upon the other Party's material breach thereof (including the rights to any work product resulting from
of the Agreement,provided that(i)the non-breaching Party sends Professional Services and to any modification, enhancement,
written notice to the breaching Party describing the breach in configuration or derivative work of the Solutions) are and shall
reasonable detail;(ii)the breaching Party does not cure the breach remain solely owned by Everbridge and its respective licensors.
within thirty (30) days following its receipt of such notice (the Everbridge may use and provide Solutions and Professional
"Notice Period"); and (iii) following the expiration of the Notice Services to others that are similar to those provided to Client
Period, the non-breaching Party sends a second written notice hereunder, and Everbridge may use in engagements with others
indicating its election to terminate this Agreement. any knowledge,skills,experience,ideas,concepts,know-how and
techniques used or gained in the provision of the Solutions or
5.2 Termination or Suspension for Non-Payment. If Professional Services to Client, provided that, in each case, no
Client fails to pay any amounts due within thirty(30)days of their Client Data or Client Confidential Information is disclosed thereby.
due date,Everbridge may terminate this Agreement upon thirty(30
days' prior written notice to Client. Termination for non-payment 7. CONFIDENTIAL INFORMATION.
shall not relieve Client of its outstanding obligations (including
7.1 Definition. "Confidential Information" means all
payment) under this Agreement. In lieu of termination for non information of a Party("Disclosing Party")disclosed to the other
payment, Everbridge may suspend Client's access to the Party ("Receiving Party"), whether orally, electronically, in
Solutions upon written notice to Client. writing, orinspection of tangible (including, without
by P 9 objects (� 9.
limitation, documents or prototypes), that is designated as
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confidential or that reasonably should be understood to be SOLUTION TO DELIVER AN ELECTRONIC COMMUNICATION,
confidential given the nature of the information and the HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY,
circumstances of disclosure. Confidential Information includes EVEN IF EVERBRIDGE HAS BEEN ADVISED OF THE
without limitation,all Client Data,the Solutions, and either Party's POSSIBILITY OF SUCH DAMAGE.
business and marketing plans, technology and technical
information, product designs, reports and business processes. 8.3 SMS Transmission. CLIENT ACKNOWLEDGES
Confidential Information shall not include any information that: (i) THAT THE USE OF SHORT MESSAGING SERVICES ("SMS"),
is or becomes generally known to the public without breach of any ALSO KNOWN AS TEXT MESSAGING, AS A MEANS OF
obligation owed to Disclosing Party; (ii) was known to Receiving SENDING MESSAGES INVOLVES A REASONABLY LIKELY
Party prior to its disclosure by Disclosing Party without breach of POSSIBILITY FROM TIME TO TIME OF DELAYED,
any obligation owed to Disclosing Party; (iii) was independently UNDELIVERED,OR INCOMPLETE MESSAGES AND THAT THE
developed by Receiving Party without breach of any obligation PROCESS OF TRANSMITTING SMS MESSAGES CAN BE
owed to Disclosing Party; or (iv) is received from a third party UNRELIABLE AND INCLUDE MULTIPLE THIRD PARTIES THAT
without breach of any obligation owed to Disclosing Party. PARTICIPATE IN THE TRANSMISSION PROCESS,INCLUDING
MOBILE NETWORK OPERATORS AND INTERMEDIARY
7.2 Protection. Receiving Party shall not disclose or use TRANSMISSION COMPANIES. ACCORDINGLY, EVERBRIDGE
any Confidential Information of Disclosing Party for any purpose RECOMMENDS THAT SMS MESSAGING NOT BE USED AS
other than performance or enforcement of this Agreement without THE SOLE MEANS OF COMMUNICATION IN AN EMERGENCY
Disclosing Party's prior written consent. If Receiving Party is SITUATION.
compelled by law to disclose Confidential Information of Disclosing
Party, including under the Freedom of Information Act or other 9. INDEMNIFICATION.
public information request (i.e., "state sunshine" laws) it shall 9.1 By Client. Client shall defend, indemnify and hold
provide Disclosing Party with prior notice of such compelled
disclosure (to the extent legally permitted) and reasonable Everbridge harmless against any loss or damage (including
assistance,at Disclosing Party's cost,if Disclosing Party wishes to reasonable attorneys' fees) incurred in connection with any third
contest the disclosure. Receiving Party shall protect the party claim, suit or proceeding ("Claim")arising out of any data
confidentiality of Disclosing Party's Confidential Information in the sent, posted or otherwise transmitted via the Solution by Client or
same manner that it protects the confidentiality of its own Contacts,or any breach by Client of Sections 3 or 6.
confidential information of like kind(but in no event using less than 9.2 By Everbridge. Everbridge shall defend, indemnify
reasonable care). Receiving Party shall promptly notify Disclosing and hold Client harmless from and against any Claim against
Party if it becomes aware of any breach of confidentiality of Client alleging that the Solution as contemplated hereunder
Disclosing Party's Confidential Information. infringes an issued patent or other IP Right in a country in which
7.3 Upon Termination. Upon any termination of this the Solution is provided to Client. If(x)any aspect of the Solution
Agreement, the Receiving Party shall continue to maintain the is found or,in Everbridge's reasonable opinion is likely to be found,
confidentiality of the Disclosing Party's Confidential Information to infringe upon the IP Right of a third party or(y)the continued
and, upon request and to the extent practicable, destroy all use of the Solution is enjoined, then Everbridge will promptly and
materials containing such Confidential Information. at its own cost and expense at its option: (i) obtain for Client the
Notwithstanding the foregoing, either Party may retain a copy of right to continue using the Solution; (ii)modify such aspect of the
any Confidential Information if required by applicable law or Solution so that it is non-infringing; or(iii) replace such aspect of
regulation, in accordance with internal compliance policy, or the Solution with a non-infringing functional equivalent. If,after all
pursuant to automatic computer archiving and back-up commercially reasonable efforts, Everbridge determines in good
procedures, subject at all times to the continuing applicability of faith that options(i)-(iii)are not feasible, Everbridge will remove
the provisions of this Agreement. the infringing items from the Solution and refund to Client on a pro-
rata basis any prepaid unused fees paid for such infringing
8. WARRANTIES; DISCLAIMER. element. The remedies set forth in this Section 9.2 are Client's
exclusive remedy for Claims for infringement of an IP Right.
8.1 Everbridge Warranty. Everbridge shall provide the Everbridge shall have no obligation or liability for any claim
Solutions in material compliance with the functionality and pursuant to this Section to the extent arising from: (i) the
specifications set forth on the applicable Solution Documentation. combinations,operation,or use of the Solution supplied under this
Everbridge shall provide 24X7X365 customer support in Agreement with any product, device, or software not supplied by
accordance with its most recently published Support Services Everbridge to the extent the combination creates the infringement;
Guide. Professional Services shall be performed in a professional (ii) the unauthorized alteration or modification by Client of the
manner consistent with industry standards. Solution; or (iii) Everbridge's compliance with Client's designs,
specifications, requests, or instructions pursuant to an
8.2 Disclaimer. THE FOREGOING REPRESENT THE engagement for Everbridge Professional Services relating to the
ONLY WARRANTIES MADE BY EVERBRIDGE HEREUNDER, Solution to the extent the claim of infringement is based on the
AND EVERBRIDGE EXPRESSLY DISCLAIMS ALL OTHER foregoing.
WARRANTIES OF ANY KIND,WHETHER EXPRESS, IMPLIED,
STATUTORY, OR OTHERWISE, WARRANTIES OF 9.3 Indemnification Process. The indemnifying party's
MERCHANTABILITY OR FITNESS FOR A PARTICULAR obligations under this Section 9 are contingent upon the
PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY indemnified party (a) promptly giving notice of the Claim to the
APPLICABLE LAW. EVERBRIDGE DOES NOT WARRANT indemnifying party once the Claim is known; (b) giving the
THAT THE SOLUTION WILL OPERATE ERROR FREE OR indemnifying party sole control of the defense and settlement of
WITHOUT INTERRUPTION. WITHOUT LIMITING THE the Claim(provided that the indemnifying party may not settle such
FOREGOING, IN NO EVENT SHALL EVERBRIDGE HAVE ANY Claim unless such settlement unconditionally releases the
LIABILITY FOR PERSONAL INJURY (INCLUDING DEATH) OR indemnified party of all liability and does not adversely affect the
PROPERTY DAMAGE ARISING FROM FAILURE OF THE indemnified party's business or service); and (c) providing the
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indemnifying party all available information and reasonable 11.6 Notices. Legal notices (e.g., claimed breach or
assistance. termination) to be provided under this Agreement shall be
delivered in writing (a) in person, (b) by nationally recognized
10. LIABILITY LIMITS. To the maximum extent permitted by overnight delivery service,or(c)by U.S.certified or first class mail
law, neither Party shall have any liability to the other Party for any to the other party as set forth on the signature page hereto. All
indirect, special, incidental, punitive, or consequential damages, legal notices shall be deemed to have been given upon receipt or,
however caused, under any theory of liability, and whether or not if under(c), three (3)business days after being deposited in the
the Party has been advised of the possibility of such damage. mail. Either party may change its address by giving notice of the
Except for its indemnification obligations under Section 9.2, new address to the other party pursuant to this Section and
notwithstanding anything in this Agreement to the contrary, in no identifying the effective date of such change. Everbridge may
event shall Everbridge's aggregate liability, regardless of whether provide all other notices to Client's billing contact on the Client
any action or claim is based on warranty, contract, tort, Registration Form or, with respect to availability, upgrades or
indemnification or otherwise, exceed amounts paid or due by maintenance of the Solutions,to the Everbridge Support Center.
Client to Everbridge hereunder during the 12-month period prior to
the event giving rise to such liability.The foregoing limitations shall 11.7 Marketing.Client consents to Everbridge referencing
apply even if the non-breaching party's remedies under this Client's name as an Everbridge Client in Everbridge publications,
Agreement fail their essential purpose. its website,and other marketing materials.
11. MISCELLANEOUS. 11.8 Equal Employment Opportunity.Everbridge,Inc.is
a government contractor and is subject to the requirements of
11.1 Non-Solicitation. As additional protection for Executive Order 11246, the Rehabilitation Assistance Act and
Everbridge's proprietary information,for so long as this Agreement VEVRAA. Pursuant to these requirements,the Equal Opportunity
remains in effect, and for one year thereafter, Client agrees that it Clauses found at 41 Code of Federal Regulations sections 60-
shall not, directly or indirectly, solicit, hire or attempt to solicit any 1.4(a)(1-7),sections 60-250.4(a-m),sections 60-300.5(1-11)and
employees of Everbridge; provided, that a general solicitation to sections 60-741.5 (a) (1-6) are incorporated herein by reference
the public for employment is not prohibited under this section. as though set forth at length, and made an express part of this
11.2 Force Majeure;Limitations.Everbridge shall not be Agreement.
responsible for performance under this Agreement to the extent 11.9 Export Compliant. Neither Party shall export,
precluded by circumstances beyond Everbridge's reasonable directly or indirectly, any technical data acquired from the other
control, including without limitation acts of God, acts of pursuant to this Agreement or any product utilizing any such data
government, flood, fire, earthquakes, civil unrest, acts of terror, to any country for which the U.S. Government or any agency
labor problems, regional technology interruptions, or denial of thereof at the time of export requires an export license or other
service attacks. The Solution delivers information for supported governmental approval without first obtaining such license or
Contact paths to public and private networks and carriers, but approval. Client shall not permit Users to send notifications to a
Everbridge cannot guarantee delivery of the information to the Contact in a U.S. embargoed country or in violation of any U.S.
recipients. Final delivery of information to recipients is dependent export law or regulation.
on and is the responsibility of the designated public and private
networks or carriers. 11.10 U.S. Government End-Users. The Solutions and
related documentation are "commercial items" as defined at 48
11.3 Waiver; Severability. The failure of either Party C.F.R. 2.101, consisting of"commercial computer software" and
hereto to enforce at any time any of the provisions or terms of this "commercial computer software documentation"as such terms are
Agreement shall in no way be considered to be a waiver of such used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and
provisions. If any provision of this Agreement is found by any court 48 C.F.R. 227.7202-1 through 227.7202-4, U.S. government
or other authority of competent jurisdiction to be invalid, illegal or customers and end-users acquire licenses to the Solutions and
unenforceable, that provision shall, to the extent required, be related documentation with only those rights set forth herein.
deemed deleted or revised, and the remaining provisions shall
continue in full force and effect to the maximum extent possible so 11.11 General. This Agreement, including its Exhibits and
as to give effect to the intent of the parties. any Quote, constitutes the entire agreement between the Parties
11.4 Assignment. Neither party may assign this and supersedes all other agreements and understandings
Agreement to any third party except upon the other Party's prior between the Parties, oral or written, with respect to the subject
written consent,which consent shall not be unreasonably withheld matter hereof, including any confidentiality agreements. This
or delayed;provided,that no such consent shall be required in the Agreement shall not be modified or amended except by a writing
event of an assignment to an Affiliated Entity or to a successor-in- signed by both Parties. ANY NEW TERMS OR CHANGES
interest to the business of the assigning Party resulting from a INTRODUCED IN A PURCHASE ORDER OR OTHER
merger, reorganization, or sale of all or substantially all such DOCUMENT ARE VOID AND OF NO FORCE OR EFFECT.
Party's assets. Notwithstanding the above, neither Party shall EVERBRIDGE'S ACKNOWLEDGEMENT OF RECEIPT OF
assign this Agreement to any third party which is a competitor of SUCH DOCUMENT OR ACCEPTANCE OF PAYMENT SHALL
the other Party. NOT CONSTITUTE AGREEMENT TO ANY TERMS OTHER
THAN THOSE SET FORTH IN THIS AGREEMENT.There are no
11.5 Governing Law; Attorney's Fees. This Agreement third party beneficiaries to this Agreement.Any right,obligation or
shall be governed and construed in accordance with the laws of condition that, by its express terms or nature and context is
the Commonwealth of Massachusetts, without regard to its intended to survive the termination or expiration of this Agreement,
conflicts of laws rules. The U.N. Convention on Contracts for the shall survive any such termination or expiration hereof. This
International Sale of Goods shall not apply. The prevailing party in Agreement,and any other document referencing and governed by
any action arising out of this Agreement shall be entitled to its this Agreement may be executed in one or more counterparts,
reasonable attorneys'fees and costs. each of which shall be deemed an original but which together shall
constitute the same agreement. Each Party agrees to be bound by
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its digital or electronic signature, whether transmitted by fax and each Party agrees that it shall accept the signature of the other
machine, in the form of an electronically scanned image (e.g., in Party transmitted in such a manner.
.pdf form), by email, or by other means of e-signature technology,
IN WITNESS WHEREOF,the Parties have caused this Agreement to be executed by their duly authorized representatives.
EVERBRIDGE, INC. CLIENT: City of Rancho Palos Verdes
By: By:
Print Name: Print Name: Doug Willmore
Title: Title: City Manager
Date: Date: March 13,2019
Address: Client's Address:
25 Corporate Drive 30940 Hawthorne Blvd.
Burlington, Massachusetts 01803 Rancho Palos Verdes, CA 90275
For legal notice: Attn:
Attention: Legal Department
Address for Legal Notice:
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
Attn: Deputy City Manager
5
its digital or electronic signature, whether transmitted by fax and each Party agrees that it shall accept the signature of the other
machine, in the form of an electronically scanned image(e.g., in Party transmitted in such a manner.
.pdf form), by email, or by other means of e-signature technology,
IN WITNESS WHEREOF,the Parties have caused this Agreement to be executed by their duly authorized representatives.
EVERBRIDGE,INC. CLIENT: City of Rancho Palos Verdes
A
By: Girt^" .� a��'By: n V�+" -C�".r
Print Name: Phillip E. Huff Print Name: Doug Willmore
Title: Chief Accounting Officer Title: City Manager
Date: Marrh 14,2019 Date: March 13,2019
Address: Client's Address:
25 Corporate Drive 30940 Hawthorne Blvd.
Burlington,Massachusetts 01803 Rancho Palos Verdes,CA 90275
For legal notice: Attn:
Attention: Legal Department
Address for Legal Notice:
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
Attn: Deputy City Manager
5
•
EXHIBIT A
Additional Business Terms
The following additional business terms are incorporated by reference into the Agreement as applicable based on the
particular products and services described on the Quote.
If Client Is Ordering Nixle®Branded Products or Community Engagement:
1. Client grants to Everbridge a non-exclusive,royalty free,worldwide and perpetual right and license(including sublicense)
to(a)use,copy,display,disseminate,publish,translate,reformat and create derivative works from communications Client
sends through the Solutions for public facing communications to citizens, other public groups and public facing websites,
including social media(e.g.,Google®,Facebook®)(collectively,"Public Communications"),(b)use and display Client's
trademarks, service marks and logos, solely as part of the Public Communications to Contacts who have opted in to
receive those Communications, and on other websites where Everbridge displays your Public Communications, as
applicable, and (c) place a widget on Client's website in order to drive Contact opt-in registrations. Client further
acknowledges and agrees that all personal information from individuals registering through such widget is owned
expressly by Everbridge and such information will be governed by the applicable Privacy Policy.
If Client Is Ordering Everbridge Branded Products:
1. Data Feeds. Notwithstanding anything to the contrary in this Agreement, to the extent that Client has purchased or
accesses Data Feeds,such feeds are provided solely on an"AS IS"and"AS AVAILABLE"basis and Everbridge disclaims
any and all liability of any kind or nature resulting from any inaccuracies or failures with respect to such Data Feeds. The
sole and exclusive remedy for any failure,defect,or inability to access the content of such Data Feed shall be to terminate
the Data Feed with no further payments due. "Data Feed" means data content licensed or provided by third parties to
Everbridge and supplied to Client in connection with the Solution(e.g.,real time weather system information and warnings,
911 data,third party maps, and situational intelligence).
2. Incident Management/IT Alerting. For Clients purchasing the Incident Management or IT Alerting Solution, unless
designated as unlimited:(a)Clients may only designate the number of Users set forth on the Quote,and such individuals
shall only have the access rights pursuant to such designation and role; (b) Incident Administrators shall have the ability
to build incident templates,report on incidents,and launch incident notifications;(c)Incident Operators shall only have the
ability to launch or manage incidents; (d) IT Alerting Users shall have the ability to build, launch or manage incidents as
well as participate in an on-call schedule to receive IT outage notifications, and(e)Client shall be provided the number of
incident templates purchased pursuant to the Quote."Incident Administrator"means an individual who is authorized by
Client as an organizational administrator for the Incident Management or IT Alerting Solution. "Incident Operator"means
an individual who is authorized by Client as an operator of the Incident Management or IT Alerting Solution.
3. Secure Messaging.For Clients purchasing peer to peer secure messaging solutions("Secure Messaging"), Everbridge
shall comply with all applicable privacy laws, including the Health Insurance Portability and Accountability Act of 1996
("HIPAA"),the Health Information Technology for Economic and Clinical Health Act("HITECH Act"),the Gramm-Leach-
Bliley Act, and the Fair Credit Reporting Act, as applicable based on solution purchased. Any Business Associate
Agreement executed in connection with this Agreement shall be incorporated and made a part of this Agreement. Client
acknowledges and agrees that Secure Messaging solutions are intended to deliver non-critical,non-emergency messages
between users as a convenience to facilitate communications and are not intended for or suitable for use in situations
where a failure or time delay of, or errors or inaccuracies in,the content,data or information provided through the services
could lead to death, personal injury or property damage.
Non-Critical Messaging
1. If Client is using the solution to send non-emergency calls,text messages or emails to consumers,Client expressly agrees
to comply with the Telephone Consumer Protection Act of 1991, including its implementing regulations,the CAN-SPAM Act
of 2003,and any other similar laws and regulation(collectively,"Consumer Protection Law").Client shall not violate these
or others applicable laws and warrants that it shall receive express consent from Contacts if its messages fall within these
Consumer Protection Laws. Client shall defend, indemnify and hold Everbridge harmless from any violation by Client of
Consumer Protection Law. Client further agrees that any marketing or sales related text messages will comply with the
policies and guidelines of the Mobile Marketing Association found at http://mmaglobal.com/policies/code-of-conduct.
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EXHIBIT B
IPAWS-CMAS/WEA Addendum
This addendum is incorporated by reference into the Agreement as applicable based on the particular products and
services described on the Quote.
1 IPAWS Authorization: Client represents and warrants to Everbridge that any employee, agents, or representatives of
Client who access IPAWS-OPEN using Client's credentials provided by FEMA(each, an"IPAWS User"),are authorized
by FEMA to use IPAWS-OPEN, have completed all required training, and Client has executed an IPAWS Memorandum
of Agreement("MOA")with FEMA.Client shall contact Everbridge immediately upon any change in Client or any IPAWS
User's right to access IPAWS-OPEN.Client shall only access IPAWS-OPEN using its designated credentials and FEMA
issued digital certificate ("Digital Certificate"). Client acknowledges and agrees that Everbridge shall not have access to
its credentials and that Client assumes full responsibility for maintaining the confidentiality of any credentials issued to it.
Client shall be solely responsible for any and all claims, damages, expenses (including attorneys' fees and costs)that
arise from any unauthorized use or access to IPAWS-OPEN.
2. Credentials:Client shall load and maintain within its Everbridge account Organization,its Digital Certificate,COG ID,and
Common Name. Client authorizes and requests Everbridge to use the foregoing stored information to connect Client to
IPAWS-OPEN.
3. Messaging:Client acknowledges and agrees that: (i)upon submission of messages to IPAWS-OPEN, Everbridge shall
have no further liability for the distribution of such message, and that the distribution through IPAWS-OPEN, including,
but not limited to, delivery through the Emergency Alert System or the Commercial Mobile Alert System, is in no way
guaranteed or controlled by Everbridge; (ii)Everbridge shall not be liable as a result of any failure to receive messages
distributed through IPAWS-OPEN; (iii) IPAWS may include additional features not supported through the Everbridge
system, and Everbridge shall not be required to provide such additional features to Client;and (iv)Client shall be solely
responsible and liable for the content of any and all messages sent through IPAWS-OPEN utilizing its access codes.
4. Term: Client acknowledges and agrees that access to IPAWS-OPEN shall be available once Client has provided
Everbridge with the Digital Certificate and any other reasonably requested information to verify access to the system.
Upon termination of the Agreement access to IPAWS-OPEN shall immediately terminate. In addition, Everbridge may
immediately terminate,without liability, access to IPAWS-OPEN, if Client breaches this Addendum,the MOA,or FEMA
changes the IPAWS-OPEN system so that it materially change the business terms and/or feasibility for Everbridge to
provide such access.
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