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