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(SSAE 16). Upon request, Everbridge shall provide Client with a
<br />copy of its current SSAE 16 SOC 2 report. Everbridge's securig
<br />framework is based on the security requirements and controls within
<br />US National lnstitute of Standards and Technology (NIST) Special
<br />Publication 800-53 - Security and Privacy Controls for lnformation
<br />Systems and Organizations. The NIST 800-53 security requirement
<br />standard has direct mapping to other security and data privacy
<br />frameworks, including global information security standard ISO
<br />27001, HIPAA-HITECH, and HITRUST.
<br />4. TERM. The term of this Agreement shall begin on the
<br />Effective Date and shall expire when all underlying Quotes with
<br />Client or its Affiliates have expired In accordance with the terms of
<br />such Quotes, unless terminated earlier as provided herein.
<br />Services under an applicable Quote will begin as set forth in such
<br />Quote and shall continue for the initial term specified therein
<br />("lnitial Service Term"). lf a Quote contains Services added to an
<br />existing subscription, such added Services will be coterminous
<br />with the lnitial Service Term or applicable renewal Service term
<br />("Renewal Term"), unless otherwise agreed to by the parties. lf at
<br />the end of the applicable Quote, Client intends to renew the
<br />Agreement, but has not provided a timely executed written renewal
<br />prior to the end of such term, then Everbridge, in its sole discretion,
<br />shall continue the Service(s) hereunder for thirty (30) days (the
<br />"Grace Period") in order to secure an executed renewal by Client,
<br />provided that Client shall pay to Everbridge the annual fee then in
<br />effect divided by twelve (12) (the "Monthly Holdover Fee"). The
<br />Grace Period is provided to Client as a courtesy so that Services
<br />will not be terminated prior to the execution of a renewal. Due to
<br />insurance and liability reasons Everbridge can only provide one
<br />Grace Period and will charge the Monthly Holdover Fee. The
<br />Monthly Holdover Fee is instituted in order to protect Client from
<br />termination or suspension of the Services, and to insure that timely
<br />renewals are entered into. Monthly Holdover Fees shall not be
<br />returned or refunded to the Client as a credit towards any renewal.
<br />Except as set forth in an applicable Quote, or unless this
<br />Agreement is terminated as provided herein, upon expiration of the
<br />term of any Quote, such Quote shall renew automatically for
<br />successive subsequent periods of twelve (12) months unless
<br />either party notifies the other party of its intent to terminate at least
<br />thirty (30) days priorto the end of the then currentterm. Everbridge
<br />reserves the right to increase its fees in any Renewal Term by
<br />three percent (3%). With respect to any renewals which are signed
<br />by Client after the previous term's expiration date, Everbridge
<br />reseryes the right to increase its fees in such Renewal Term by
<br />five percent (5%).
<br />5. TERMINATION;SUSPENSION.
<br />5.1 Termination by Either Party. Either Party may
<br />terminate this Agreement upon the other Party's material breach
<br />of the Agreement, provided that (i) the non-breaching Party sends
<br />written notice to the breaching Party describing the breach in
<br />reasonable detail; (ii) the breaching Party does not cure the breach
<br />within thirty (30) days following its receipt of such notice (the
<br />"Notice Period"); and (iii) following the expiration of the Notice
<br />Period, the non-breaching Party sends a second written notice
<br />indicating its election to terminate this Agreement.
<br />5.2 Termination or Suspension for Non-Payment. lf
<br />Client fails to pay any amounts due within thirty (30) days of their
<br />due date, Everbridge may terminate this Agreement upon thirty (30
<br />days' prior written notice to Client. Termination for non-payment
<br />shall not relieve Client of its outstanding obligations (including
<br />payment) under this Agreement. ln lieu of termination for non-
<br />payment, Everbridge may suspend Client's access to the
<br />Solutions upon written notice to Client.
<br />5.3 Suspension. Everbridge may suspend Client's access
<br />to the Solutions or any portion thereof for (i) emergency network
<br />repairs, threats to, or actual breach of network security; or (ii) any
<br />legal, regulatory, or governmental prohibition affecting the Solution.
<br />Everbridge shall use its best efforts to notify Client through its Client
<br />Portal and/or via email prior to such suspension and shall reactivate
<br />any affected portion of the Solution as soon as possible.
<br />6. PROPRIETARY RIGHTS.
<br />6.1 Grant of License. Subject to the terms and conditions
<br />of this Agreement, Everbridge hereby grants to Client, during the
<br />term of this Agreement, a limited, non-exclusive, non-transferable,
<br />non-sublicensable right to use the Solutions.
<br />6.2 Restrictions. Client shall use the Solution solely for its
<br />internal business purposes. ln particular, Client's use of the
<br />Solutions shall not include service bureau use, outsourcing, renting,
<br />reselling, sublicensing, or time-sharing. Client shall not (i) sell,
<br />transfer, assign, distribute or otherwise commercially exploit or
<br />make the Solution available to any third party except as expressly
<br />set forth herein; (ii) modify or make derivative works based upon the
<br />Solution; (iii) reverse engineerthe Solution; (iv) remove, obscure or
<br />alter any proprietary notices or labels on the Solution or any
<br />materials made available by Everbridge, (v) use, post, transmit or
<br />introduce any device, software or routine (including viruses, worms
<br />or other harmful code) which interferes or attempts to interfere with
<br />the operation of the Solution; or (vi) defeat or attempt to defeat any
<br />security mechanism of any Solution.
<br />6.3 Reservation of Rights. The Solutions (including all
<br />associated computer software (whether in source code, object
<br />code, or other form), databases, indexing, search, and retrieval
<br />methods and routines, HTML, active server pages, intranet pages,
<br />and similar materials) and all intellectual property and other rights,
<br />title, and interest therein (collectively, "lP Rights"), whether
<br />conceived by Everbridge alone or in conjunction with others,
<br />constitute Confidential lnformation and the valuable intellectual
<br />propedy, proprietary material, and trade secrets of Everbridge and
<br />its licensors and are protected by applicable intellectual property
<br />laws of the United States and other countries. Everbridge owns (i)
<br />all feedback (except for the Client Data) provided to Everbridge by
<br />Users, Client and Contacts in conjunction with the Services, and (ii)
<br />all transactional, performance, derivative data and metadata
<br />generated in connection with the Solutions, which are generally
<br />used to improve the functionality and performance of the Services.
<br />Except for the rights expressly granted to Client in this Agreement,
<br />all rights in and to the Solutions and all of the foregoing elements
<br />thereof (including the rights to any work product resulting from
<br />Professional Services and to any modification, enhancement,
<br />configuration or derivative work of the Solutions) are and shall
<br />remain solely owned by Everbridge and its respective licensors.
<br />Everbridge may use and provide Solutions and Professional
<br />Services to others that are similar to those provided to Client
<br />hereunder, and Everbridge may use in engagements with others
<br />any knowledge, skills, experience, ideas, concepts, know-how and
<br />techniques used or gained in the provision of the Solutions or
<br />Professional Services to Client, provided that, in each case, no
<br />Client Data or Client Confidential lnformation is disclosed thereby.
<br />7. CONFIDENTIALINFORMATION.
<br />7.1 Definition. "Gonfidential lnformation" means all
<br />information of a Party ("Disclosing Party") disclosed to the other
<br />Party ("Receiving Pafi"), whether orally, electronically, in writing,
<br />or by inspection of tangible objects (including, without limitation,
<br />documents or prototypes), that is designated as confidential or that
<br />reasonably should be understood to be confidential given the nature
<br />of the information and the circumstances of disclosure. Confidential
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