|
/\euerbridgd
<br />Everbridge, lnc.
<br />Master Services Agreement
<br />This Master Services Agreement ("Agreement") is entered into
<br />by and between Everbridge, Inc. ("Everbridge") and the client
<br />("Client") identified on the Quote (as defined below), effective on
<br />the date of Client's signature on the Quote ("Effective Date").
<br />Everbridge and Client are each sometimes referred to as a
<br />"Par$t" and collectively, the "Parties."
<br />1. SERVICES.
<br />1.1 Orders. Everbridge shall provide Client access to its
<br />proprietary interactive communication solutions (the "Solutions")
<br />subject to the terms and conditions set forth in this Agreement and
<br />the description of services and priclng provided in the applicable
<br />quote or other ordering document (e.9., statement of work) (the
<br />"Quote") and the applicable Solution documentation (the
<br />"Documentation"). lf applicable, Everbridge shall provide the
<br />training and professional services ("Professional Services") set
<br />forth in the Quote. Collectively, the Solutions and Professional
<br />Services are referred to as the "Services". Everbridge shall
<br />provide Client with login and password information for each User
<br />(as deflned below) and will configure the Solutions based on the
<br />maximum number of Contacts (as defined below) or Users, as
<br />applicable depending on the Solutions ordered. Client shall
<br />undergo the initial setup and training as set forth in the onboarding
<br />Documentation within sixty (60) days of the Effective Date. Unless
<br />otherwise provided in the applicable Quote or Documentation,
<br />Services are purchased as annual subscriptions.
<br />1.2 Users; Contacts. "Users" are indivlduals who are
<br />authorized by Client from time to time to use the Solutions for the
<br />purposes of sendi ng notifications, configu ring templates, reporting
<br />or managing data, serving as system administrators, or performing
<br />similar functions, and who have been supplied user identifications
<br />and passwords by Client. Users may include employees and
<br />contractors of Client or an lncluded Department. "lncluded
<br />Department" means any enterprise department, office, agency, or
<br />other entity that receives a majority of its funding from the same
<br />general or enterprise fund, as applicable, as the Client. "Gontacts"
<br />are individuals who Client contacts through the Solutions and/or
<br />who provides their personal contact information to Everbridge,
<br />including through an opt-in portal. lf applicable to the particular
<br />Solution, the number of Users and/or Contacts that may be
<br />authorized by Client is set forth on the Quote.
<br />1.3 AffiliatedEntities.Departments,divisions,agencies
<br />or governmental entities which are affiliated politically,
<br />operationally or otherwise with Client, and which are not an
<br />lncluded Department (each, an "Affiliated Entity") may purchase
<br />Services to the same extent as Client, provided, that the Affiliated
<br />Entity purchases the Services on the same terms and conditions
<br />as are contained in this Agreement pursuant to a fully executed
<br />Quote agreed to by Everbridge and such Affiliated Entity. Client
<br />and the Affiliated Entity shall maintain separate accounts with
<br />Everbridge. Solely as to the Agreement between Everbridge and
<br />such Affiliated Entity, all terms and references to "Client" shall refer
<br />to such Affiliated Entity upon execution of an applicable Quote. By
<br />executing a Quote each Affiliated Entity agrees to be bound by all
<br />the terms and conditions herein as to such Affiliated Entity. An
<br />entity that otherwise qualifies under this definition will be included
<br />within the meaning of Affiliated Entity even though it qualifies after
<br />the execution of this Agreement.
<br />2. PAYMENT TERMS. Everbridge shall invoice Client annually
<br />in advance for all Solutions and Professional Services, and Client
<br />shall pay the fees set forth in the Quote within thirty (30) days from
<br />date of invoice. lf Client exceeds the usage levels specified in the
<br />Quote, then Everbridge may invoice Client for any overages at the
<br />then applicable rate. All Professional Services must be used within
<br />12 months from date of purchase. Late payments shall accrue
<br />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. Such
<br />interest shall be in addition to any other rights and remedies of
<br />Everbridge. Unless otherwise provided, the fees set forth in the
<br />Quote do not include any local, state, federal or foreign taxes, levies
<br />or duties of any nature, all of which Client is responsible for paying,
<br />except for those relating to Everbridge's net income or property. lf
<br />Everbridge is legally obligated to collect or pay taxes for which
<br />Client is responsible, the appropriate amount shall be invoiced to
<br />and paid by Client, unless Client provides a valid tax exemption
<br />cedificate.
<br />3. RESPONSIBILITIES.
<br />3.1 Client Data. Client shall retain all ownership rights in
<br />all Contact data and all electronic data Client transmits to
<br />Everbridge to or through the Solutions ("Client Data"). Client
<br />represents that it has the right to authorize and hereby does
<br />authorize Everbridge to collect, store and process Client Data
<br />subject to the terms of this Agreement. Client shall maintain a copy
<br />of all Contact data it provides to Everbridge.
<br />3.2 Use of Solutions. Client is responsible for all activity
<br />occurring under Client's account(s) and shall comply with all
<br />applicable Privacy Laws (as defined below) and all other applicable
<br />laws and regulations in connection with Client's use of the Services,
<br />including its provision of Client Data to Everbridge. Where
<br />applicable, Client shall obtain the required consent of Contacts to
<br />send communications through the Solutions. Client shall use the
<br />Service in accordance with Everbridge's then applicable Acceptable
<br />Use Policy posted on www.everbridqe.com. Client shall promptly
<br />notify Everbridge of any unauthorized use of any password or
<br />account or any other act or omission that would constitute a breach
<br />or violation of this Agreement. Client acknowledges that the
<br />Solutions are a passive conduit for the transmission of Client Data,
<br />and Everbridge has no obligation to screen, preview or monitor
<br />content, and shall have no liability for any errors or omissions or for
<br />any defamatory, libelous, offensive or otheruise unlawful content in
<br />any Client Data, or for any losses, damages, claims, or other actions
<br />arising out of or in connection with any data sent, accessed, posted
<br />or otherwise transmitted via the Solutions by Client, Users or
<br />Contacts.
<br />3.3 Data Privacy. Everbridge shall abide by all applicable
<br />Privacy Laws in connection with the operation of the Solutions.
<br />"Privacy Laws" means all U.S. federal and state laws and
<br />regulations regarding consumer and data protection and privacy.
<br />3.4 Data Security. Everbridge's lT security and
<br />compliance program includes the following standards generally
<br />adopted by industry leading SaaS providers: (i) reasonable and
<br />appropriate technical, organizational, and security measures
<br />against the destruction, loss, unavailability, unauthorized access or
<br />alteration of Client Data in the possession or under the control of
<br />Everbridge, including measures to ensure the availability of
<br />information following interruption to, or failure of, critical business
<br />processes; and (ii) an annual assessment of its security controls
<br />performed by an accredited third party audit firm in accordance with
<br />the Statement on Standards for Attestation Engagements No. 16
<br />SLG Master Services Agreement v6 lkd 01.29.17
|