Orange County NC Website
Browse       Search
DocuSign Envelope ID:84AC93A5-0882-4236-9052-37D9FA3E9D6D <br /> WEA/IPAWS Addendum <br /> to <br /> Everbridge, Inc. Service Agreement <br /> This WEA/IPAWS Addendum to the Everbridge Service Agreement ("Addendum") is entered into this 1st day of <br /> October, 2014, by and between Everbridge, Inc., a Delaware corporation ("Everbridge"), and Orange County, NC <br /> ("Customer"). Everbridge and Customer entered into an Everbridge Service Agreement effective October 1, 2014 <br /> ("Agreement"). All capitalized terms used herein without definition shall have their respective meanings set forth in the <br /> Agreement. <br /> WHEREAS, Customer desires to access the Integrated Public Alert Warning System ("IPAWS") Open Platform for <br /> Emergency Networks through the Everbridge mass notification services; <br /> WHEREAS, the Parties desire to reflect the additional terms and conditions on which Customer will have such <br /> access; <br /> NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, and other good and <br /> valuable consideration, the Parties agree to amend the Agreement as follows: <br /> 1. IPAWS Authorization: Customer represents and warrants to Everbridge that any employee, agents, or <br /> representatives of Customer who access IPAWS-OPEN using Customer's credentials provided by FEMA (each, an <br /> "IPAWS User"), are authorized by FEMA to use IPAWS-OPEN, have completed all required training, and Customer <br /> has executed an IPAWS Memorandum of Agreement ("MOK) with FEMA. Customer shall contact Everbridge <br /> immediately upon any change in Customer or any IPAWS User's right to access IPAWS-OPEN. Customer shall only <br /> access IPAWS-OPEN using its designated credentials and FEMA issued digital certificate ("Digital Certificate"). <br /> Customer acknowledges and agrees that Everbridge shall not have access to its credentials and that Customer <br /> assumes full responsibility for maintaining the confidentiality of any credentials issued to it. Customer shall be solely <br /> responsible for any and all claims, damages, expenses (including attorneys' fees and costs) that arise from any <br /> unauthorized use or access to IPAWS-OPEN. <br /> 2. Credentials: Customer shall load and maintain within its Everbridge account Organization, its Digital Certificate, COG <br /> ID, and Common Name. Customer authorizes and requests Everbridge to use the foregoing stored information to <br /> connect Customer to IPAWS-OPEN. <br /> 3. Messaging: Customer acknowledges and agrees that: (i) upon submission of messages to IPAWS-OPEN, <br /> Everbridge shall have no further liability for the distribution of such message,and that the distribution through IPAWS- <br /> OPEN, including, but not limited to, delivery through the Emergency Alert System or the Commercial Mobile Alert <br /> System, is in no way guaranteed or controlled by Everbridge; (ii) Everbridge shall not be liable as a result of any <br /> failure to receive messages distributed through IPAWS-OPEN; (iii) IPAWS may include additional features not <br /> supported through the Everbridge system, and Everbridge shall not be required to provide such additional features to <br /> Customer; and (iv) Customer shall be solely responsible and liable for the content of any and all messages sent <br /> through IPAWS-OPEN utilizing its access codes. <br /> 4. Term: Customer acknowledges and agrees that access to IPAWS-OPEN shall be available once Customer has <br /> provided Everbridge with the Digital Certificate and any other reasonably requested information to verify access to the <br /> system. Upon termination of the Agreement access to IPAWS-OPEN shall immediately terminate. In addition, <br /> Everbridge may immediately terminate, without liability, access to IPAWS-OPEN, if Customer breaches this <br /> Addendum, the MOA, or FEMA changes the IPAWS-OPEN system so that it materially change the business terms <br /> and/or feasibility for Everbridge to provide such access. <br /> 5. Remaining Terms. All other terms and conditions of the Agreement remain in full force and effect as amended by this <br /> Amendment. <br /> 6. Authority. Customer represents and warrants that it has all necessary legal authority to enter into this Addendum for <br /> itself and on behalf of any of its affiliates that are parties to the Agreement or that have been using the Services under <br /> the Agreement. <br /> IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized <br /> representatives as of the day and year first above written. <br /> EV R R&QrgFd,0C. CUSTfeM;�ah <br /> By Ua �udVa By f jOV�l�It C1AaM�Mt V SCt l� <br /> 530793B7235342D... 0637994B755E477... <br /> Title CFO Title County Manager <br /> WEA/IPAWS Addendum 3.21.14 <br />