HomeMy WebLinkAboutEverbridgeAever6,kidbB:165 ilo.th Lsko Ausnue, Sult4 900
Pas€dena, CAgtlOl USA
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Prepared for:
Darren Higashiyama
Kittitas County Sheriffs Office
307 W Umptanum Rd.
Ellensburg WA 98926
United States
Ph: (509) 933-8206
Fax:
Email: darren.higashiyama@co. kittitas.wa.us
Salespenson: Daniel Dewey
Phone:Emall: daniel.dewey@everbridge.com
Quotation
Quote #:
Date:
Explres On:
Q42948
3t10t2020
5t28t2020
Confidential
Contract Summary Information :
Contract Period:
Contract Start Date:
Contract End Date:
12 Months
6t6t2020
6t5t2021
Contact Summary:
Household Count:16,216
Employee Count:
atv Descriptlon Price
1 Mass Notiftcation Pro usD 14,551.82
1 Calculated Set Up Fee USD O.OO
Pricing Summary:
Year One Fees:usD 14,551.82
One-time lmplementation and Setup Fees:usD 0.00
Probssional Services:USD O.OO
Total Year One Feee Due:usD 14,551.82
1. Additional rates apply for all internaUonal calls.2. Quote subject to the terms and conditions of the service agreement, including any amendmen6, executed between
Everbridge, lnc. and the customer listed above.3. Subject to sales taxes where applicable.4. Except for currency designation, the supplemental notes below, if any, supplied in this Quote are for informational
purposes and not intended to be legally binding or ovenide negotiated language of the Everbridge lnc. SeMce
Agreement.
Page 1 of2
Authorlzed by Everbrldgs:
Siqnature:
Name (Pdntl:
Name (Prlntf:
To accept this quote, sign, daiE and return:
Slgnature:
6ru*
Phillip E. Huff
t"/g* * ? ,
Date:
Titla:
Date:
Tltle:
155 North Lake Avenue, Suite 900
Pasadena, CA91101 USA
Tel: +1-818-230-9700
Fax +1-818-230-9505
THANK YOU FOR YOUR BUSINESS!
6t9t2020
Chief Accounting Officer
{'B'Wfo
sEAlff€l'q .h E
Page2ol2
Aeverbridgd
Everbridge, lnc.
Master Services Agreement
This Master Services Agreement ("Agreement") is entered into
by and between Everbridge, Inc. ("Everbridge") and the client
("Client") identified on the Quote (as defined below), effective on
the date of Client's signature on the Quote ("Effective Date").
Everbridge and Client are each sometimes referred to as a
"Part/' and collectively, the "Parties."
,t. sERVtcEs.
1.1 Orders. Everbridge shall provide Client access to its
proprietary interactive communication solutions (the "Solutions")
subject to the terms and conditions set forth in this Agreement and
the description of services and pricing provided in the applicable
quote or other ordering document (e.9., statement of work) (the
"Quote") and the applicable Solution documentation (the
"Documentation"). lf applicable, Everbridge shall provide the
training and professional services ("Professional Services") set
forth in the Quote. Collectively, the Solutions and Professional
Services are referred to as the "Services". Everbridge shall
provide Client with login and password information for each User
(as defined below) and will configure the Solutions based on the
maximum number of Contacts (as defined below) or Users, as
applicable depending on the Solutions ordered. Client shall
undergo the initial setup and training as set forlh in the onboarding
Documentation within sixty (60) days of the Effective Date. Unless
otherwise provided in the applicable Quote or Documentation,
Services are purchased as annual subscriptions.
1.2 Users; Gontacts. "Users" are individuals who are
authorized by Client from time to time to use the Solutions for the
purposes of sending notifications, configuring templates, reporting
or managing data, serving as system administrators, or performing
similar functions, and who have been supplied user identifications
and passwords by Client. Users may include employees and
contractors of Client or an lncluded Department. "lncluded
Department" means any enterprise department, office, agency, or
other entity that receives a majority of its funding from the same
general or enterprise fund, as applicable, as the Client. "Gontacts"
are individuals who Client contacts through the Solutions and/or
who provides their personal contact information to Everbridge,
including through an opt-in portal. lf applicable to the particular
Solution, the number of Users and/or Contacts that may be
authorized by Client is set forth on the Quote.
1.3 AffiliatedEntities.Departments,divisions,agenciesor governmental entities which are affiliated politically,
operationally or olherwise with Client, and which are nol an
Included Department (each, an "Affiliated Enti!/') may purchase
Services to the same extent as Client, provided, that the Affiliated
Entity purchases the Services on the same terms and conditions
as are contained in this Agreement pursuant to a fully executed
Quote agreed to by Everbridge and such Affiliated Entity. Client
and the Affiliated Entity shall maintain separate accounts with
Everbridge. Solely as to the Agreement between Everbridge and
such Affiliated Entity, all terms and references to "Client" shall refer
to such Affiliated Entity upon execution of an applicable Quote. By
executing a Quote each Affiliated Entity agrees to be bound by all
the terms and conditions herein as to such Afliliated Entity. An
entity that othenrise qualifies under this definition will be included
within the meaning of Affiliated Entity even though it qualifies after
the execution of this Agreement.
2. PAYMENT TERMS. Everbridge shall invoice Client annually
in advance for all Solutions and Professional Services, and Client
shall pay the fees set forth in the Quote within thirty (30) days from
date of invoice. lf Client exceeds the usage levels specified in the
Quote, then Everbridge may invoice Client for any overages at the
then applicable rate. All Professional Services must be used within
12 months from date of purchase. Late payments shall accrue
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. Such
interest shall be in addition to any other rights and remedies of
Everbridge. Unless otherwise provided, the fees set forth in the
Quote do not include any local, state, federal or foreign taxes, levies
or duties of any nature, all of which Client is responsible for paying,
except for those relating to Everbridge's net income or property. lf
Everbridge is legally obligated to collect or pay taxes for which
Glient is responsible, the appropriate amount shall be invoiced to
and paid by Client, unless Client provides a valid tax exemption
certificate.
3. RESPONSIBILITIES.
3.1 Client Data. Client shall retain all ownership rights in
all Contact data and all electronic data Client transmits to
Everbridge to or through the Solutions ("Glient Data"). Client
represents that it has the right to authorize and hereby does
authorize Everbridge to collect, store and process Client Data
subject to the terms of this Agreement. Client shall maintain a copy
of all Contact data it provides to Everbridge.
3.2 Use of Solutions. Client is responsible for all activity
occurring under Client's account(s) and shall comply with all
applicable Privacy Laws (as defined below) and all other applicable
laws and regulations in connection with Client's use of the Services,
including its provision of Client Data to Everbridge. Where
applicable, Client shall obtain the required consent of Contacts to
send communicalions through the Solutions. Client shall use the
Service in accordance with Everbridge's then applicable Acceptable
Use Policy posted on www.everbridoe.com. Client shall promptly
notify Everbridge of any unauthorized use of any password or
account or any other act or omission that would constitute a breach
or violation of this Agreement. Client acknowledges that the
Solutions are a passive conduit for the transmission of Client Data,
and Everbridge has no obligation to screen, preview or monitor
content, and shall have no liability for any errors or omissions or for
any defamatory, libelous, offensive or otherwise unlawful content in
any Client Data, or for any losses, damages, claims, or other actions
arising out of or in connection with any data sent, accessed, posted
or otherwise transmitted via the Solutions by Client, Users or
Contacts.
3,3 Data Privacy. Everbridge shall abide by all applicable
Privacy Laws in connection with the operation of the Solutions.
"Privacy Laws" means all U.S. federal and state laws and
regulations regarding consumer and data protection and privacy.
3.4 Data Security. Everbridge's lT security and
compliance program includes the following standards generally
adopted by industry leading SaaS providers: (i) reasonable and
appropriate technical, organizational, and security measures
against the destruction, loss, unavailability, unauthorized access or
alteration of Client Data in the possession or under the control of
Everbridge, including measures to ensure the availability of
information following interruption to, or failure of, critical business
processes; and (ii) an annual assessment of its security controls
performed by an accredited third party audit firm in accordance with
the Statement on Standards for Attestation Engagements No. 16
SLG Master Services Agreement v6 lkd 01.29.17
(SSAE 16). Upon request, Everbridge shall provide Client with a
copy of its current SSAE 16 SOC 2 report. Everbridge's security
framework is based on the security requirements and controls within
US National lnstitute of Standards and Technology (NIST) Special
Publication 800-53 - Security and Privacy Controls for lnformation
Systems and Organizations. The NIST 800-53 security requirement
standard has direct mapping to other security and data privacy
frameworks, including global information security standard ISO
27001, HIPAA.HITECH, and HITRUST.
4. TERM. The term of this Agreement shall begin on the
Effective Date and shall expire when all underlying Quotes with
Client or its Affiliates have expired in accordance with the terms of
such Quotes, unless terminated earlier as provided herein.
Services under an applicable Quote will begin as set forth in such
Quote and shall continue for the initial term specified therein
("lnitial Service Term"). lf a Quote contains Services added to an
existing subscription, such added Services will be coterminous
with the lnitial Service Term or applicable renewal Service term
("Renewal Term"), unless otherwise agreed to by the parties. lf at
the end of the applicable Quote, Client intends to renew the
Agreement, but has not provided a timely executed written renewal
priorto the end of such term, then Everbridge, in its sole discrelion,
shall continue the Service(s) hereunder for thirty (30) days (the
"Grace Period") in order to secure an executed renewal by Client,
provided that Client shall pay to Everbridge the annual fee then in
effect divided by twelve (12) (the "Monthly Holdover Fee"). The
Grace Period is provided to Client as a courtesy so that Services
will not be terminated prior to the execution of a renewal. Due to
insurance and liability reasons Everbridge can only provide one
Grace Period and will charge the Monthly Holdover Fee. The
Monthly Holdover Fee is instituted in order to protect Client from
termination or suspension of the Services, and to insure that timely
renewals are enlered into. Monthly Holdover Fees shall not be
returned or refunded to the Client as a credit towards any renewal.
Except as set forth in an applicable Quote, or unless this
Agreement is terminated as provided herein, upon expiration of the
term of any Quote, such Quote shall renew automatically for
successive subsequent periods of twelve (12) months unless
either party notifies the other party of its intent to terminate at least
thirty (30) days prior to the end of the then current term. Everbridge
reserves the right to increase its fees in any Renewal Term by
three percent (3%). With respect to any renewals which are signed
by Client after the previous term's expiration date, Everbridge
reseryes the right to increase its fees in such Renewal Term by
five percent (5%).
5. TERMINATION;SUSPENSION.
5,1 Termination by Either Party. Eilher Party may
terminate this Agreement upon the other Party's material breach
of the Agreement, provided that (i) the non-breaching Pafi sends
written notice to the breaching Party describing the breach in
reasonable detail; (ii) the breaching Party does not cure the breach
within thirty (30) days following its receipt of such notice (the
"Notice Period"); and (iii) following the expiration of the Notice
Period, the non-breaching Party sends a second written notice
indicating its election to terminate this Agreement.
5.2 Termination or Suspension for Non.Payment. lf
Client faib to pay any amounts due within thirty (30) days of their
due date, Everbridge may terminate this Agreement upon thirty (30
days' prior written notice to Client. Termination for non-payment
shall not relieve Client of its outstanding obligations (including
payment) under this Agreement. ln lieu of termination for non-
payment, Everbridge may suspend Client's access to the
Solutions upon written notice to Client.
5.3 Suspension. Everbridge may suspend Client's access
to the Solutions or any portion thereof for (i) emergency network
repairs, threats to, or actual breach of network security; or (ii) any
legal, regulatory, or govemmental prohibition affecting the Solution.
Everbridge shall use its best efforts to notify Client through its Client
Portal and/or via email prior to such suspension and shall reactivate
any affected portion of the Solution as soon as possible.
6. PROPRIETARY RIGHTS.
6.1 Grant of License. Subject to the terms and conditions
of this Agreement, Everbridge hereby grants to Client, during the
term of this Agreement, a limited, non-exclusive, non-transferable,
non-sublicensable right to use the Solutions.
6.2 Restrictions. Client shall use the Solution solely for its
internal business purposes. ln particular, Client's use of the
Solutions shall not include service bureau use, outsourcing, renting,
reselling, sublicensing, or time-sharing. Client shall not (i) sell,
transfer, assign, distribute or otherwise commercially exploit or
make the Solution available to any third party except as expressly
set forth herein; (ii) modify or make derivative works based upon the
Solution; (iii) reverse engineerthe Solution; (iv) remove, obscure or
alter any proprietary notices or labels on the Solution or any
materials made available by Everbridge; (v) use, post, transmit or
introduce any device, software or routine (including viruses, worms
or other harmful code) which interferes or attempts to interfere with
the operation of the Solution; or (vi) defeat or attempl to defeat any
security mechanism of any Solution.
6.3 Reservation of Rights. The Solutions (including all
associated computer software (whether in source code, object
code, or other form), databases, indexing, search, and retrieval
methods and routines, HTML, active server pages, intranet pages,
and similar materials) and all intellectual property and other rights,
title, and interest therein (collectively, "lP Rights"), whether
conceived by Everbridge alone or in conjunction with others,
constitute Confidential lnformation and the valuable intellectual
property, proprietary material, and trade secrets of Everbridge and
its licensors and are protected by applicable intellectual property
laws of the United States and other countries. Everbridge owns (i)
all feedback (except for the Client Data) provided to Everbridge by
Users, Client and Contacts in conjunction with the Services, and (ii)
all transactional, performance, derivative data and metadata
generated in connection with the Solutions, which are generally
used to improve the functionality and performance of the Services.
Except for the rights expressly granted to Client in this Agreement,
all rights in and to the Solutions and all of the foregoing elements
thereof (including the rights to any work product resulting from
Professional Services and to any modification, enhancement,
configuration or derivative work of the Solutions) are and shall
remain solely owned by Everbridge and its respective licensors.
Everbridge may use and provide Solutions and Professional
Services to others that are similar to those provided to Client
hereunder, and Everbridge may use in engagements with others
any knowledge, skills, experience, ideas, concepts, know-how and
techniques used or gained in the provision of the Solutions or
Professional Services to Client, provided that, in each case, no
Client Data or Client Confidential lnformation is disclosed thereby.
7. CONFIDENTIALINFORMATION.
7.1 Definition. "Gonfidential lnformation" means all
information of a Party ("Disclosing Party") disclosed to the other
Party ("Receiving ParS'), whether orally, electronically, in writing,
or by inspection of tangible objects (including, without limitation,
documents or prototypes), that is designated as confidential or that
reasonably should be understood to be confidential given the nature
of the information and the circumstances of disclosure. Confidential
2
lnformation includes without limitation, all Client Data, the Solutions, EVEN lF EVERBRIDGE HAS BEEN ADVISED OF THE
and either Party's business and marketing plans, technology and POSSIBILIry OF SUCH DAMAGE.
technical information, product designs, reports and business
processes. Confidential lnformation shall not include anv 8.3 SMS Transmission. CLIENT ACKNOWLEDGES
information that: (i) is or becomes generally known to the publil THAT THE USE OF SHORT MESSAGING SERVICES ('SMS),
without breach of any obligation owed to Disclosing Party; (ii) was A!S9 KNOWN AS TEXT MESSAGING, AS A MEANS OF
known to Receiving Party prior to its disclosure by Discloiing p"rty 9E!?!!G MESSAGES INVOLVES A REASONABLY LIKELY
without breach of any obligation owed to Disclosing Party; (iii) waa POIiSlBlUTY FROM TIME TO TIME OF DELAYED,
independently developed by Receiving Party without Oreictr ot any !!DE!VERED, OR INCOMPLETE MESSAGES AND THAT THE
obligation owed to Disclosing Party; or (iv) is received from a third PRQQESS OF TMNSMITTING SMS MESSAGES CAN BE
party without breach of any obligation owed to Disclosing Party. UNRELIABLE AND INCLUDE MULTIPLE THIRD PARTIES THAT
PARTICIPATE IN THE TRANSMISSION PROCESS, INCLUDING7.2 Protection. Receiving Party shall not disclose or use MOBILE NETWORK OPERATORS AND INTERMEDIARY
any Confidential lnformation of Disclosing Party for any purpose TMNSMISSION COMPANIES. ACCORDINGLY, EVERBRIDGE
other than performance or enforcement of this Agreement without RECOMMENDS THAT SMS MESSAGING NOT BE USED AS THE
Disclosing Party's prior written consent. lf Receiving Party is SOLE MEANS OF COMMUNICATION lN AN EMERGENCY
compelled by law to disclose Gonfidential lnformation of Disclosing SITUATION.
Party, including under the Freedom of lnformation Act or other
public information request (i.e., "state sunshine" laws) it shall 9. INDEMNIFICATION.
5i:Jfi,.3'(:5"',H
t"H.,'',tJrii}".r:,"Jiefi j|:t,.!:trfil:! _ :,t, Bv crient. crient shar derend, indemnirv and hord
assistance, at Disclosing partyG cost, it oisclosing p"rtv-;iJ";i; :"_AIi99: harmless against any loss or damage (including
contest the disclosure. R6ceiving party sh-all p;ot".t-il; 111"9i*9 attorneys' fees) incurred in connection with any third
confidentiality of Disclosing party's Confidentia lnrorri"tion in ir,J q3rtv ctai1, suit or proceeding ("Glaim") arising out of any data
same mann'er that it pritects the confidentiatity oi
-its own :Tj-q?_.t9d or otherwise lransmitted- via the Solution by Client or
confidential information of like kind (but in no event Jsirig d;. ih"; Contacts, or any breach by Client of Sections 3 or 6.
reasonable care). Receiving Party shall promptly notifu Disclosing- g.Z By Everbridge. Everbridge shall defend, indemnifyParty if it becomes aware of any breach of confidentiality of
"n6noiJctienlnarmlessfiomandagainstanyclaimagainstclientDisclosing Party's confidential lnformation' alleging that the solution as contemplated hereunder infringes an
7.3 Upon Termination. Upon any termination of this i.:Y:9 q,"j:"! or other lP Right in a country in which the Solution is
Agreement, the Receiving party shall coniinue to r"int"in in" gi_"_"idgg !" client. lf (x) any aspect of the solution is found or, in
confidentiality of the Disc-iosing party's connoentiai'iniormatioi :y:Pf_s?'" reasonable opinion is likely to be found, to infringe
and, upon request and to the extent practic"ur., o".irov- "ii :?:i,11",]P Right of a third party or (y) the continued use of the
materials containing such confidential 'r.t-r"ii"". sglYtion,is enjoined, then Everbridge will promptly and at its own
Notwithstanding the fo-regoing, either party may retain a copv oi 99:1, and expense at its option: (i) obtain for client the right to
any confidentilt lnformitiori if required " uv appricau[ l;il ;; :?t]ll:f,!"ins the solution; (ii) modifo such aspect of the solution
regulation, in accordance with internal ro.pii"n."-pori"v, "i :?,I?tjt': non-infringing; or (iii) replace such aspect of the Solution
pursuant to automatic computer archiving u.d - d;k-rp ylll1_1?l:inflinging functional equivalent. lf, after all commercially
procedures, subject at all times to the continuing
"ppri""uiliiy
i t:"":lt_" efforts, Everbridge determlnes in good faith that options
ihe provisions ofthis Agreement. fi;q|3gffifi.fj: 5ffiT't"r".111.,'itr"j $:_,f#?:,1J"#;8. WARRANTIES; DISGLAIMER. prepaid unused fees paid for such infringing element. The remedies
set forth in this Section 9.2 are Client's exclusive remedy for Claims8.1 Everbridge Warranty. Everbridge shall provide the for infringement of an lP Right. Everbridge shall have no obligation
Solutions in material compliance with the functionality and or liability for any claim pursuant to this Section to the extent arising
specifications set forth on the applicable Solution Documentation. from: (i) the combinations, operation, or use of the Solution supplied
Everbridge shall provide 24X7X365 customer support in under this Agreement with any product, device, or software not
accordance with its most recently published Support Services supplied by Everbridge to the extent the combination creates the
Guide. Professional Services shall be performed in a professional infringement; (ii) the unauthorized alteration or modification by
manner consistent with industry standards. THE FOREGOING Client of the Solution; or (iii) Everbridge's compliance with Clients
REPRESENT THE ONLY WARRANTIES MADE BY designs, specifications, requests, or instructions pursuant to an
EVERBRIDGE HEREUNDER, AND EVERBRIDGE EXPRESSLY engagement for Everbridge Professional Services relating to the
DISCLAIMS ALL OTHER WARMNTIES OF ANY KIND, Solution to the extent the claim of infringement is based on the
WHETHER EXPRESS, IMPLIED, STATUTORY, OR foregoing.
OTHERWISE, WARMNTIES OF MERCHANTABILIry OR
FITNESS FOR A PARTICULAR pURpOSE, TO THE MMIMUM 9.3 lndemnification Process. The indemnifying party's
EXTENT PERMITTED BY APPLICABLE LAW. obligations under this Section 9 are contingent upon the indemnified
party (a) promptly giving notice of the Claim to the indemnifiTing8.2 Disclaimer. EVERBRIDGE DOES NOT WARMNT party once the Claim is known; (b) giving the indemnifying party sole
THAT THE SOLUTION WILL OPERATE ERROR FREE OR control of the defense and settlement of the Claim (provided that
WITHOUT INTERRUPTION. WITHOUT LIMITING THE the indemnifying party may not setlle such Claim unless such
FOREGOING, lN NO EVENT SHALL EVERBRIDGE HAVE ANY settlement unconditionally releases the indemnified party of all
LlABlLlry FOR PERSONAL INJURY (INCLUDING DEATH) OR liability and does not adversely affect the indemnified party's
PROPERry DAMAGE ARISING FROM FAILURE OF THE business or service); and (c) providing the indemnifying party all
SOLUTION TO DELIVER AN ELECTRONIC COMMUNICATION, available information and reasonable assistance.
H.*EVER.AUSEDANDUNDERANYTHE.RYoFLIABILITY' i0. LlABlLlw LlMlrs. To the maximum extent permitted by
law, neither Party shall have any liability to the other Party for any
3
indirect, special, incidental, punitive, or consequential damages,
however caused, under any theory of liability, and whether or not
the Party has been advised of the possibility of such damage.
Except for its indemnification obligations under Section 9.2,
notwithstanding anything in this Agreement to the contrary, in no
event shall Everbridge's aggregate liability, regardless of whether
any action or claim is based on warranty, contract, tort,
indemnification or otherwise, exceed amounts paid or due by
Client to Everbridge hereunder during the 12-month period prior to
the event giving rise to such liability. The foregoing limitations shall
apply even if the non-breaching party's remedies under this
Agreement fail their essential purpose.
11. MISCELLANEOUS.
1'1.1 Non€olicitation. As additional protection for
Everbridge's proprietary information, for so long as this Agreement
remains in effect, and for one year thereafter, Client agrees that it
shall not, directly or indirectly, solicit, hire or aftempt to solicit any
employees of Everbridge; provided, that a general solicitation to
the public for employment is not prohibited under this section.
1'1.2 Force Majeure; Limitations. Everbridge shall not be
responsible for performance under lhis Agreement to the extent
precluded by circumstances beyond Everbridge's reasonable
control, including without limitation acts of God, acts of
government, flood, fire, earthquakes, civil unrest, acts of terror,
labor problems, regional technology interruptions, or denial of
service attacks. The Solution delivers information for supported
Contact paths to public and private networks and carriers, but
Everbridge cannot guarantee delivery of the information to the
recipients. Final delivery of information to recipients is dependent
on and is the responsibility of the designated public and private
networks or carriers.
l'1.3 Waiver; Severability. The failure of either Party
hereto to enforce at any time any of the provisions or terms of this
Agreement shall in no way be considered to be a waiver of such
provisions. lf any provision of this Agreement is found by any court
or other authority of competent jurisdiction to be invalid, illegal or
unenforceable, that provision shall, to the extent required, be
deemed deleted or revised, and the remaining provisions shall
continue in full force and effect to the maximum e*ent possible so
as to give effect to the intent of the parties.
'11.4 Assignment. Neither party may assign this
Agreement to any third party except upon the other Party's prior
written consent, which consent shall not be unreasonably withheld
or delayed; provided, that no such consent shall be required in the
event of an assignment to an Affiliated Entity or to a successor-in-
interest to the business of the assigning Party resulting from a
merger, reorganization, or sale of all or substantially all such
Party's assets. Notwithstanding the above, neither Party shall
assign this Agreemenl to any third party which is a competitor of
the other Party.
11.5 Governing Law; Attorney's Fees. This Agreement
shall be governed and construed in accordance with the laws of
the Commonwealth of Massachusetts, without regard to its
conflicts of laws rules. The U.N. Convention on Contracts for the
lnternational Sale of Goods shall not apply. The prevailing party in
any action arising out of this Agreement shall be entitled to its
reasonable attorneys' fees and costs.
11.6 Notices. Legal notices (e.9., claimed breach or
termination) to be provided under this Agreement shall be
delivered in writing (a) in person, (b) by nationally recognized
overnight delivery service, or (c) by U.S. certified or first class mail
to the other party as set forth on the Quote. All legal notices shall
be deemed to have been given upon receipt or, if under (c), three
(3) business days after being deposited in the mail. Either party
may change its address by giving notice of the new address to the
other party pursuant to this Section and identifying the effective
date of such change. Everbridge may provide all other notices to
Client's billing contract on the Client Registration Form or, with
respect to availability, upgrades or maintenance of the Solutions,
to the Everbridge Support Center.
11.7 Marketing. Client consents to Everbridge referencing
Client's name as an Everbridge Client in Everbridge publications,
its website, and other marketing materials.
11,8 Equal Employment Opportunity. Everbridge, lnc. is
a government contractor and is subject to the requirements of
Executive Order 11246, the Rehabilitation Assistance Act and
VEVRAA. Pursuant to these requirements, the Equal Opportunity
Clauses found at 41 Code of Federal Regulations sections 60-
1.a@) ft7), sections 60-250.4(a-m), sections 60-300.5 (1-'ll) and
sections 60-741.5 (a) (16) are incorporated herein by reference
as though set forth at length, and made an express part of this
Agreement.
11.9 Export Compliant. Neither Party shall export,
directly or indirectly, any technical data acquired from the other
pursuant to this Agreement or any product utilizing any such data
to any country for which the U.S. Government or any agency
thereof at the time of export requires an export license or other
governmental approval without first obtaining such license or
approval. Client shall not permit Users to send notiflcations to a
Contact in a U.S. embargoed country or in violation of any U.S.
export law or regulation.
11.10 U.S. Government End-Users. The Solutions and
related documentation are "commercial items" as defined at 48
C.F.R. 2.101, consisting of "commercial computer software" and
"commercial computer software documentation" as such terms are
used in 48 C.F.R. 12.212. Consistent with 48 CF.R. 12.212 and
48 C.F.R. 227.7202-'l through 227.72024, U.S. government
customers and end-users acquire licenses to the Solutions and
related documentration with only those rights set forth herein.
11.11 General. This Agreement, including its Exhibits and
any Quote, constitutes the entire agreement between the Parties
and supersedes all other agreements and understandings
between the Parties, oral or written, with respect to the subject
matter hereof, including any confidentiality agreements. This
Agreement shall not be modified or amended except by a writing
signed by both Parties. ANY NEW TERMS OR CHANGES
INTRODUCED IN A PURCHASE ORDER OR OTHER
DOCUMENT ARE VOID AND OF NO FORCE OR EFFECT.
EVERBRIDGE'S ACKNOWLEDGEMENT OF RECEIPT OF
SUCH DOCUMENT OR ACCEPTANCE OF PAYMENT SHALL
NOT CONSTITUTE AGREEMENT TO ANY TERMS OTHER
THAN THOSE SET FORTH lN THIS AGREEMENT. There are no
third party beneflciaries to this Agreement. Any right, obligation or
condition that, by its express terms or nature and context is
intended to survive the termination or expiration of this Agreement,
shall survive any such termination or expiration hereof. This
Agreement, and any other document referencing and governed by
this Agreement may be executed in one or more counterparts,
each of which shall be deemed an original but which together shall
constitute the same agreement. Each Party agrees to be bound by
its digital or electronic signature, whether transmitted by fax
machine, in the form of an electronically scanned image (e.9., in
.pdf form), by email, or by other means of e-signature technology,
and each Party agrees that it shall accept the signature ofthe other
Party transmitted in such a manner.
4
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 seruices descibed on the Quote.
lf Client ls Orderinq Nixle@ Branded Products or Communitv EnEaqement:
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.9., Google@, Facebook@) (collectively, "Public Communications"), (b) use and display Client's
trademarks, service marks and logos, solely as part of the Public Communications to Conlacts 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.
lf Glient ls Orderinq EverbridEe Branded Products:
'|.. 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 lS" 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.9., real time weathersystem information and warnings,
911 data, third party maps, and situational intelligence).
2. lncident ManagemenUlT Alerting. For Clients purchasing the lncident Management or lT 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) lncident 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) lT Alerting Users shall have the ability to build, launch or manage incidents as
well as participate in an on-call schedule to receive lT outage notifications, and (e) Client shall be provided the number of
incident templates purchased pursuant to the Quote. "lncident Administrator" means an individual who is authorized by
Client as an organizational administrator for the Incident Management or lT Alerting Solution. "lncident Operator" means
an individual who is authorized by Client as an operator of the lncident Management or lT 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 lnsurance Portability and Accountability Act of 1996
('HIPAA), the Health lnformation Technology for Economic and Clinical Health Act ('HITECH Act"), the Gramm-Leach-
Bliley Act, and the Fair Gredit 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 Messaqinq
1. lf 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 hftp://mmaglobal.com/policies/code.of-conduct.
5
EXHIBIT B
IPAWS- CMASMEA Addendum
This addendum is incorporated by reference into the Agreement as applicabte based on the particutar products and
seryices described on the Quote.
'l IPAWS Authorization: Client represenls and wanants 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 designaied credentials anU f gUR
issued digital certificate ("Digital Certificate"). Client acknowledges and agrees that Everbridge shall not have access to
its credentials and that Client assumes full responsibilily 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) lhat
arise from any unauthorized use or access to IPAWS-OPEN.
2. Qredentials: Client shall load and maintain within its Everbridge account Organization, its Digital Certificate, COG lD, and
Common Name. Client authorizes and requests Everbridge to use the foregoing stored information to connect Client to
IPAWS-OPEN.
3. Messaoino: 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, iniluding,
but not limited to, delivery through the Emergency Alert System or the Gommercial Mobile Alert System, is in no wa-y
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 Gertificate and any other reasonably requested information to verify access to the system.
Upon termination of the Agreement access to IPAWS-OPEN shall immediately terminate. ln addition, Everbridge may
immediately terminate, without liability, access to IPAWS-OPEN, if Client breaches this Addendum, the MOA, oifgUR
changes the IPAWS-OPEN system so that it materially change the business terms and/or feasibility for Everbridge to
provide such access.
6
Kittitas County
Review Form
Grants & Contract Agreement
Today's Date
06/10/2020
Agenda Date
iune 16 2020
Fund/Department
30 / Sheriff
Contract/G rant I nformation
Financial lnformation
Budget lnformation
Pass Th lnformation
Contract /Grant Agency: Everbridge
Period Begin Datei 06/06/20 Period End Date: 06/05/202I
Total Grant/Contract Amount: S14,551.82
Grant/Contract Number: SH20-015
Contract/Grant Summary: Everbridge Mass Notification Pro allows users to send notifications to
individuals orgroups using lists, location, and visual intelligence. This system assists in notifyingthose
that sign up during an emergency.
Total Amount S14,551.82 State Funds S0 Federal Funds SL4,55L.82
Percentage County Funds 0%Matching Funds S0 CFDA# 97.042(19EMPG)
ln-Kind S0
Explain
ls Equipment being purchased? NO Who owns equipment?
New Personnel being hired? NO Contact HR hiring - reporting requirements
Future impacts or liability to Kittitas County: County is subject to contract compliance requirements.
Budget Amendment Needed?Yes ! attach budget form No E Why not - Already in budget
New Division Created?
Revenue Code
Expense Code 00I-3720194915
Agency to Pass Through NA
Amount to Pass Through 5o
Sub-Contract Approved Date:
Grant/Contract Review Page 1
Prosecutor Review
Has the Prosecutor reviewed this reement?Yes No CAMAS# 49021.
Cou De rtments lmpacted
Submitted
Auditor Facilities Maintenance
lnformation Services Human Resource
Prosecutor Treasurer
Signature: CL- ffi24-Date: 6-/(-lgpd
Department: (heriff -
Ass ment of Tracki lnformation
Auditor's Office
Human Resource
Prosecutor's Office V @/2/zzz-C tut4 4 ( 22977
Who Signed the grant application /tl
Reviewer Date
Grant/Contract Review Page 2