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Docu Sig n 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 ( "MOX) 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 HWP9j,N C. CU r�QW d by - 1 <br />B �t1n t o �ud V a B VOW"- t- fk M1% <br />530793B7235342D... 0637994B755E477... <br />Title CFO Title County Manager <br />WEA /IPAWS Addendum 3.21.14 <br />