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DocuSign Envelope ID:4B08A443-2DA2-4ADA-B400-C15E85593269
<br /> Aleverbridgeo
<br /> Everbridge, Inc.
<br /> GSA Approved End User License Agreement
<br /> This End User License Agreement ("Agreement") is entered communications by Users using the Solutions. Customer shall
<br /> into by and between Everbridge, Inc. ("Everbridge") and an promptly notify Everbridge if it becomes aware of any User
<br /> Ordering Activity,an entity entitled to order under GSA Schedule action or omission that would constitute a breach or violation of
<br /> contracts as defined in GSA Order ADM 4800.21-1, as may be this Agreement.
<br /> revised from time to time("Customer"), effective on the date of
<br /> signature by an authorized signatory on the Quote or other 3.2 Customer Data. "Customer Data" is all electronic
<br /> ordering document ("Effective Date"). Everbridge and data transmitted to Everbridge in connection with the use of the
<br /> Customer are each hereinafter sometimes referred to as a Solutions, including data submitted by Contacts. Customer Data
<br /> "Party" and collectively,the "Parties." provided by Customer shall be true, accurate, current and
<br /> complete, and shall be in a form and format specified by
<br /> 1. SERVICE. Everbridge. Customer shall have sole responsibility for the
<br /> accuracy, quality, integrity, legality, reliability, and
<br /> 1.1 Orders. Everbridge shall provide Customer access appropriateness of all Customer Data. Customer represents that
<br /> to its proprietary interactive communication solutions (the it has the right to authorize and hereby does authorize Everbridge
<br /> "Solutions")subject to the terms and conditions set forth in this and its"Service Providers"to collect,store and process Customer
<br /> Agreement and the description of services and pricing provided Data subject to the terms of this Agreement."Service Providers"
<br /> in the applicable quote (the "Quote"). If applicable, Everbridge shall mean communications carriers, data centers, collocation
<br /> shall provide the training and professional services set forth in and hosting services providers, and content and data
<br /> the Quote. Collectively, the Solutions and professional services management providers that Everbridge uses in providing the
<br /> are referred to as the "Services". Everbridge shall provide Solutions. Customer shall maintain a copy of all Customer
<br /> Customer with login and password information for each User(as Contact data that it provides to Everbridge. Customer
<br /> defined below) and will configure the Solution to contact the acknowledges that the Solutions are a passive conduit for the
<br /> maximum number of Contacts (as defined below) or Users, as transmission of Customer Data and Everbridge shall have no
<br /> applicable depending on the Solutions ordered. Unless liability for any errors or omissions or for any defamatory,libelous,
<br /> otherwise provided in the applicable Quote or documentation, offensive or otherwise objectionable or unlawful content in any
<br /> Services are purchased as annual subscriptions. Customer Data,or for any losses,damages,claims,suits or other
<br /> 1.2 Users; Contacts. "Users" are individuals who are actions arising out of or in connection with any Customer Data
<br /> authorized by Client from time to time to use the Solutions for sent, accessed, posted or otherwise transmitted via the
<br /> the purposes of sending notifications, configuring templates, Solutions.
<br /> reporting or managing data, serving as system administrators, 4. TERM. This Agreement will commence on the Effective
<br /> or performing similar functions, and who have been supplied Date and will continue in full force and effect until all executed
<br /> user identifications and passwords by Client. Users may include Quotes have terminated.
<br /> employees and contractors of Customer or an Included
<br /> Department. "Included Department" means any enterprise 5. TERMINATION; SUSPENSION.
<br /> department, office, agency, or other entity that receives a
<br /> majority of its funding from the same general or enterprise fund, 5.1 Termination by Either Party. [Intentionally
<br /> as applicable,as the Customer. "Contacts"are individuals who Deleted]
<br /> Customer contacts through the Solutions and/or who provides 5.2 Termination by Everbridge. [Intentionally
<br /> their personal contact information to Everbridge, including Deleted]
<br /> through an opt-in portal. If applicable to the particular Solution,
<br /> the number of Users and/or Contacts that may be authorized by 5.3 Suspension. Everbridge may suspend, with or
<br /> Customer is set forth on the Quote. without notice, the Solution or any portion for (i) emergency
<br /> 2. PAYMENT TERMS. Customer shall pay the fees set forth network repairs, threats to, or actual breach of network security;
<br /> in the Quote ("Pricing"). All pricing must be consistent with the or(ii)any legal, regulatory, or governmental prohibition affecting
<br /> Schedule Price List. If Customer exceeds the usage levels the Solution. In the event of a suspension, Everbridge shall use
<br /> specified in the Quote,then Everbridge may invoice Customer for its best efforts to notify Customer through its Customer Portal
<br /> any overages at rates consistent with the Schedule Price list. and/or via email prior to such suspension and shall reactivate any
<br /> .Professional Services must be used within 12 months from date affected portion of the Solution as soon as possible.
<br /> of purchase. 6. PROPRIETARY RIGHTS.
<br /> 3. RESPONSIBILITIES. 6.1 Grant of License. Everbridge hereby grants to
<br /> 3.1 Users. Customer shall undergo the initial setup Customer, during the term of this Agreement, a non-exclusive,
<br /> and training as set forth in the Implementation — Standard non-transferable, non-sublicensable right to use the Solutions
<br /> inclusion sheet provided with the Quote. The Implementation subject to the terms and conditions of this Agreement. Upon
<br /> sheet provides a detailed list of the services included as part of termination of this Agreement for any reason, the foregoing
<br /> the implementation purchased and the corresponding timelines. license shall terminate automatically and Customer shall
<br /> Customer shall be responsible for: (i) ensuring that Users discontinue all further use of the Solutions.
<br /> maintain the confidentiality of all User login and password 6.2 Restrictions. Customer shall use the Solutions
<br /> information; (ii) ensuring that Users use the Services in solely for its internal business purposes and shall not make the
<br /> accordance with all applicable laws and regulations, including Solutions available to, or use the Solutions for the benefit of, any
<br /> those relating to use of personal information; (iii)any breach of third party except as expressly contemplated by this Agreement.
<br /> the terms of this Agreement by any User; and (iv) all
<br /> GSA End User License Agreement(based on MSA v6 1.29.17) 1
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