<br /> Master Services Agreement
<br /> This Master Services Agreement("Agreement")is entered shall pay the fees set forth in the Quote within thirty(30)days from
<br /> into by and between Everbridge, Inc. ("Everbridge") and date of invoice. If Client exceeds the usage levels specified in the
<br /> City of Rancho Palos Verdes ("Client"), effective on the date Quote,then Everbridge may invoice Client for any overages at the
<br /> of Client's signature below ("Effective Date"). Everbridge and then applicable rate.All Professional Services must be used within
<br /> Client are each sometimes referred to as a "Party" and 12 months from date of purchase. Late payments shall accrue
<br /> collectively,the "Parties." interest at a rate of one and one-half percent(1 5%)per month or
<br /> the highest rate allowed by applicable law, whichever is lower.
<br /> 1. SERVICES. Such interest shall be in addition to any other rights and remedies
<br /> 1.1 Orders. Everbridge shall provide Client access to its of Everbridge. Unless otherwise provided, the fees set forth in the
<br /> proprietary interactive communication solutions (the "Solutions") leviesote or not includea any local, state, federal isoforeign bletaxforo,
<br /> subject to the terms and conditions set forth in this Agreement and levies duties of any nature, all of which Client is responsible
<br /> the description of services and pricing provided in the applicable paying, except for those relating to Everbridge's's net income or
<br /> quote or other ordering document (e.g., statement of work) (the property. If Everbridge is legallyible, hoeliapp od ri collectm uor payshall taxes
<br /> for which Client is responsible, the appropriate amount be
<br /> "Quote") and the applicable Solution documentation (the invoiced to and paid by Client, unless Client provides a valid tax
<br /> "Documentation"). If applicable, Everbridge shall provide the exemption certificate.
<br /> training and professional services ("Professional Services") set
<br /> forth in the Quote. Collectively, the Solutions and Professional 3. RESPONSIBILITIES.
<br /> Services are referred to as the "Services". Everbridge shall
<br /> provide Client with login and password information for each User 3.1 Client Data. Client shall retain all ownership rights
<br /> (as defined below) and will configure the Solutions based on the in all Contact data and all electronic data Client transmits to
<br /> maximum number of Contacts (as defined below) or Users, as Everbridge to or through the Solutions ("Client Data") Client
<br /> applicable depending on the Solutions ordered. Client shall represents that it has the right to authorize and hereby does
<br /> undergo the initial setup and training as set forth in the onboarding authorize Everbridge to collect, store and process Client Data
<br /> Documentation within sixty(60)days of the Effective Date. Unless subject to the terms of this Agreement.Client shall maintain a copy
<br /> otherwise provided in the applicable Quote or Documentation, of all Contact data it provides to Everbridge.
<br /> Services are purchased as annual subscriptions.
<br /> 3.2 Use of Solutions.Client is responsible for all activity
<br /> 1.2 Users; Contacts. "Users" are individuals who are occurring under Client's account(s) and shall comply with all
<br /> authorized by Client from time to time to use the Solutions for the applicable Privacy Laws (as defined below) and all other
<br /> purposes of sending notifications,configuring templates, reporting applicable laws and regulations in connection with Client's use of
<br /> or managing data,serving as system administrators,or performing the Services, including its provision of Client Data to Everbridge.
<br /> similar functions, and who have been supplied user identifications Where applicable, Client shall obtain the required consent of
<br /> and passwords by Client. Users may include employees and Contacts to send communications through the Solutions. Client
<br /> contractors of Client or an Included Department. "Included shall use the Service in accordance with Everbridge's then
<br /> Department"means any enterprise department,office,agency,or applicable Acceptable Use Policy posted on www.everbridge.com.
<br /> other entity that receives a majority of its funding from the same Client shall promptly notify Everbridge of any unauthorized use of
<br /> general or enterprise fund.as applicable,as the Client."Contacts" any password or account or any other act or omission that would
<br /> are individuals who Client contacts through the Solutions and/or constitute a breach or violation of this Agreement. Client
<br /> who provides their personal contact information to Everbridge, acknowledges that the Solutions are a passive conduit for the
<br /> including through an opt-in portal. If applicable to the particular transmission of Client Data, and Everbridge has no obligation to
<br /> Solution, the number of Users and/or Contacts that may be screen, preview or monitor content, and shall have no liability for
<br /> authorized by Client is set forth on the Quote. any errors or omissions or for any defamatory, libelous, offensive
<br /> or otherwise unlawful content in any Client Data,or for any losses,
<br /> 1.3 Affiliated Entities.Departments,divisions,agencies damages, claims, or other actions arising out of or in connection
<br /> or governmental entities which are affiliated politically, with any data sent, accessed, posted or otherwise transmitted via
<br /> operationally or otherwise with Client, and which are not an the Solutions by Client, Users or Contacts.
<br /> Included Department(each, an"Affiliated Entity")may purchase
<br /> Services to the same extent as Client, provided,that the Affiliated 3.3 Data Privacy.Everbridge shall abide by all applicable
<br /> Entity purchases the Services on the same terms and conditions Privacy Laws in connection with the operation of the Solutions.
<br /> as are contained in this Agreement pursuant to a fully executed "Privacy Laws" means all U.S. federal and state laws and
<br /> Quote agreed to by Everbridge and such Affiliated Entity. Client regulations regarding consumer and data protection and privacy.
<br /> and the Affiliated Entity shall maintain separate accounts with 3.4 Data Security. Everbridge's IT security and
<br /> Everbridge. Solely as to the Agreement between Everbridge and compliance program includes the following standards generally
<br /> such Affiliated Entity,all terms and references to"Client"shall refer adopted by industry leading SaaS providers: (i) reasonable and
<br /> to such Affiliated Entity upon execution of an applicable Quote. By appropriate technical, organizational, and security measures
<br /> executing a Quote each Affiliated Entity agrees to be bound by all against the destruction, loss, unavailability, unauthorized access
<br /> the terms and conditions herein as to such Affiliated Entity. An or alteration of Client Data in the possession or under the control
<br /> entity that otherwise qualifies under this definition will be included of Everbridge, including measures to ensure the availability of
<br /> within the meaning of Affiliated Entity even though it qualifies after information following interruption to, or failure of, critical business
<br /> the execution of this Agreement. processes; and (ii) an annual assessment of its security controls
<br /> 2. PAYMENT TERMS. Everbridge shall invoice Client annually performed by an accredited third party audit firm in accordance
<br /> in advance for all Solutions and Professional Services, and Client with the Statement on Standards for Attestation Engagements No.
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