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DocuSign Envelope ID:84AC93A5-0882-4236-9052-37D9FA3E9D6D
<br /> everbridge
<br /> GSA Approved End User License Agreement
<br /> This End User License Agreement ("Agreement") is specified by Everbridge. Customer shall have sole
<br /> entered into by and between Everbridge, Inc. ("Everbridge"), responsibility for the accuracy, quality, integrity, legality,
<br /> and the client identified on the Quote ("Customer"), effective reliability, and appropriateness of all Customer Data. By
<br /> on the date of Customer's signature on the Quote ("Effective purchasing the Service, Customer represents that it has the
<br /> Date"). Everbridge and Customer are each hereinafter right to authorize and hereby does authorize Everbridge and its
<br /> sometimes referred to as a "Party" and collectively, the "Service Providers" to collect, store and process Customer
<br /> "Parties". Data subject to the terms of this Agreement. "Service
<br /> Providers" shall mean communications carriers, data centers,
<br /> 1. SERVICE. Everbridge shall provide Customer access to collocation and hosting services providers, and content and
<br /> its proprietary interactive communication service(s) (the data management providers that Everbridge uses in providing
<br /> "Service(s)") subject to the terms and conditions set forth in the Service. Customer shall maintain a copy of all Customer
<br /> this Agreement and the description of services and pricing Contact data that it provides to Everbridge. Customer
<br /> provided in the applicable quote (the "Quote"). If applicable, acknowledges that the Service is a passive conduit for the
<br /> Everbridge shall provide the training and professional services transmission of Customer Data and Everbridge shall have no
<br /> set forth in the Quote. Everbridge shall provide Customer with liability for any errors or omissions or for any defamatory,
<br /> login and password information for each User (as defined libelous, offensive or otherwise objectionable or unlawful
<br /> below) and will configure the Service to contact the maximum content in any Customer Data, or for any losses, damages,
<br /> number of households (each a "Contact") set forth on the claims, suits or other actions arising out of or in connection
<br /> Quote. with any Customer Data sent, accessed, posted or otherwise
<br /> 2. PAYMENT TERMS. Customer shall pay the fees set transmitted via the Service.
<br /> forth in the Quote ("Pricing"). If Customer exceeds the usage 4. TERM. This Agreement will commence on the Effective
<br /> levels specified in the Quote, then Everbridge may invoice Date and will continue in full force and effect until all executed
<br /> Customer for any overages at the established rates. Quotes have terminated.
<br /> Everbridge shall invoice Customer annually in advance. All
<br /> payments shall be made within thirty (30) days from receipt of 5. TERMINATION; SUSPENSION.
<br /> invoice.
<br /> 5.1 Termination by Either Party. [Intentionally
<br /> 3. CUSTOMER RESPONSIBILITIES. Deleted]
<br /> 3.1 Users. If Customer has purchased Mass 5.2 Termination by Everbridge. [Intentionally
<br /> Notification, Customer shall in its discretion authorize certain of Deleted]
<br /> its employees and contractors to access that Service. If
<br /> Customer has purchased Incident Management, Customer 5.3 Suspension. Everbridge may suspend, with or
<br /> shall authorize only those employees or contractors who are without notice, the Service or any portion for (i) emergency
<br /> Incident Operators (as defined on Exhibit A) or Incident network repairs, threats to, or actual breach of network
<br /> Administrators(as defined on Exhibit A)to access that Service. security; or (ii) any legal, regulatory, or governmental
<br /> Collectively, Customer's employees and contractors who are prohibition affecting the Service. In the event of a suspension,
<br /> authorized to access any Service as provided above are Everbridge shall use its best efforts to notify Customer and
<br /> referred to as "User(s)". Each User must be bound in writing reactivate any affected portion of the Service as soon as
<br /> to confidentiality obligations sufficient to permit Customer to possible.
<br /> fully perform its obligations under this Agreement. Customer 6. PROPRIETARY RIGHTS.
<br /> shall undergo the initial setup and training as set forth in the
<br /> Implementation — Standard inclusion sheet provided with the 6.1 Grant of License. Everbridge hereby grants to
<br /> Quote. The Implementation sheet provides a detailed list of Customer, during the term of this Agreement, a non-exclusive,
<br /> the services included as part of the implementation purchased non-transferable, non-sublicensable right to use the Service
<br /> and the corresponding timelines. If Customer fails to complete subject to the terms and conditions of this Agreement. Upon
<br /> the Implementation process within the sixty (60) day suspension of the Service or termination of this Agreement for
<br /> timeframe, Customer must purchase any additional any reason, the foregoing license shall terminate automatically
<br /> implementation services. Customer shall be responsible for: (i) and Customer shall discontinue all further use of the Service.
<br /> ensuring that Users maintain the confidentiality of all User login
<br /> and password information; (ii) ensuring that Users use the 6.2 Restrictions. Customer shall use the Service
<br /> Service in accordance with all applicable laws and regulations, solely for its internal business purposes and shall not make the
<br /> including those relating to use of personal information; (iii) any Service available to, or use the Service for the benefit of, any
<br /> breach of the terms of this Agreement by any User; and (iv)all third party except as expressly contemplated by this
<br /> communications by Users using the Service. Customer shall Agreement. Customer shall not: (i) copy, modify, reverse
<br /> promptly notify Everbridge if it becomes aware of any User engineer, de-compile, disassemble or otherwise attempt to
<br /> action or omission that would constitute a breach or violation of discover or replicate the computer source code and object
<br /> this Agreement. code provided or used by Everbridge in connection with
<br /> delivery of the Service (the "Software") or create derivative
<br /> 3.2 Customer Data. "Customer Data" is all works based on the Software, the Service or any portion
<br /> electronic data transmitted to Everbridge in connection with the thereof; (ii) merge any of the foregoing with any third party
<br /> use of the Service, including data submitted by Contacts. software or services; (iii) use any Everbridge Confidential
<br /> Customer Data provided by Customer shall be true, accurate, Information to create a product that competes with the
<br /> current and complete, and shall be in a form and format
<br /> End User License Agreement GSA(based on CPA v3 7.30.13) 1
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