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<br />
<br />GSA End User License Agreement (based on MSA v6 1.29.17) 1
<br />
<br />Everbridge, Inc.
<br />GSA Approved End User License Agreement
<br />
<br />This End User License Agreement (“Agreement”) is entered
<br />into by and between Everbridge, Inc. (“Everbridge”) and an
<br />Ordering Activity, an entity entitled to order under GSA Schedule
<br />contracts as defined in GSA Order ADM 4800.2H, as may be
<br />revised from time to time (“Customer”), effective on the date of
<br />signature by an authorized signatory on the Quote or other
<br />ordering document (“Effective Date”). Everbridge and
<br />Customer are each hereinafter sometimes referred to as a
<br />“Party” and collectively, the “Parties.”
<br />1. SERVICE.
<br />1.1 Orders. Everbridge shall provide Customer access
<br />to its proprietary interactive communication solutions (the
<br />“Solutions”) subject to the terms and conditions set forth in this
<br />Agreement and the description of services and pricing provided
<br />in the applicable quote (the “Quote”). If applicable, Everbridge
<br />shall provide the training and professional services set forth in
<br />the Quote. Collectively, the Solutions and professional services
<br />are referred to as the “Services”. Everbridge shall provide
<br />Customer with login and password information for each User (as
<br />defined below) and will configure the Solution to contact the
<br />maximum number of Contacts (as defined below) or Users, as
<br />applicable depending on the Solutions ordered. Unless
<br />otherwise provided in the applicable Quote or documentation,
<br />Services are purchased as annual subscriptions.
<br />1.2 Users; Contacts. “Users” are individuals who are
<br />authorized by Client from time to time to use the Solutions for
<br />the purposes of sending notifications, configuring templates,
<br />reporting or managing data, serving as system administrators,
<br />or performing similar functions, and who have been supplied
<br />user identifications and passwords by Client. Users may include
<br />employees and contractors of Customer or an Included
<br />Department. “Included Department” means any enterprise
<br />department, office, agency, or other entity that receives a
<br />majority of its funding from the same general or enterprise fund,
<br />as applicable, as the Customer. “Contacts” are individuals who
<br />Customer contacts through the Solutions and/or who provides
<br />their personal contact information to Everbridge, including
<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
<br />Customer is set forth on the Quote.
<br />2. PAYMENT TERMS. Customer shall pay the fees set forth
<br />in the Quote (“Pricing”). All pricing must be consistent with the
<br />Schedule Price List. If Customer exceeds the usage levels
<br />specified in the Quote, then Everbridge may invoice Customer for
<br />any overages at rates consistent with the Schedule Price list.
<br />.Professional Services must be used within 12 months from date
<br />of purchase.
<br />3. RESPONSIBILITIES.
<br />3.1 Users. Customer shall undergo the initial setup
<br />and training as set forth in the Implementation – Standard
<br />inclusion sheet provided with the Quote. The Implementation
<br />sheet provides a detailed list of the services included as part of
<br />the implementation purchased and the corresponding timelines.
<br />Customer shall be responsible for: (i) ensuring that Users
<br />maintain the confidentiality of all User login and password
<br />information; (ii) ensuring that Users use the Services in
<br />accordance with all applicable laws and regulations, including
<br />those relating to use of personal information; (iii) any breach of
<br />the terms of this Agreement by any User; and (iv) all
<br />communications by Users using the Solutions. 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 electronic
<br />data transmitted to Everbridge in connection with the use of the
<br />Solutions, including data submitted by Contacts. Customer Data
<br />provided by Customer shall be true, accurate, current and
<br />complete, and shall be in a form and format specified by
<br />Everbridge. Customer shall have sole responsibility for the
<br />accuracy, quality, integrity, legality, reliability, and
<br />appropriateness of all Customer Data. Customer represents that
<br />it has the right to authorize and hereby does authorize Everbridge
<br />and its “Service Providers” to collect, store and process Customer
<br />Data subject to the terms of this Agreement. “Service Providers”
<br />shall mean communications carriers, data centers, collocation
<br />and hosting services providers, and content and data
<br />management providers that Everbridge uses in providing the
<br />Solutions. Customer shall maintain a copy of all Customer
<br />Contact data that it provides to Everbridge. Customer
<br />acknowledges that the Solutions are 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, libelous,
<br />offensive or otherwise objectionable or unlawful content in any
<br />Customer Data, or for any losses, damages, claims, suits or other
<br />actions arising out of or in connection with any Customer Data
<br />sent, accessed, posted or otherwise transmitted via the
<br />Solutions.
<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 Solution or any portion for (i) emergency
<br />network repairs, threats to, or actual breach of network security;
<br />or (ii) any legal, regulatory, or governmental prohibition affecting
<br />the Solution. In the event of a suspension, Everbridge shall use
<br />its best efforts to notify Customer through its Customer Portal
<br />and/or via email prior to such suspension and shall reactivate any
<br />affected portion of the Solution as soon as 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 Solutions
<br />subject to the terms and conditions of this Agreement. Upon
<br />termination of this Agreement for any reason, the foregoing
<br />license shall terminate automatically and Customer shall
<br />discontinue all further use of the Solutions.
<br />6.2 Restrictions. Customer shall use the Solutions
<br />solely for its internal business purposes and shall not make the
<br />Solutions available to, or use the Solutions for the benefit of, any
<br />third party except as expressly contemplated by this Agreement.
<br />DocuSign Envelope ID: 019DBAA1-A1A5-4FBC-A288-B80D41B967A1
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