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<br />
<br />GSA EULA February 2024
<br />Everbridge, Inc.
<br />GSA Approved End User License Agreement - SaaS
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<br />This End User License Agreement (“Agreement”) is entered into by and between Everbridge, Inc. (“Everbridge”) and an Ordering
<br />Activity, an entity entitled to order under GSA Schedule contracts as defined in GSA Order ADM 4800.2H, as may be revised from
<br />time to time (“Client”), effective on the date of signature by an authorized signatory on the Quote or other ordering document
<br />(“Effective Date”). Everbridge and Client are each hereinafter sometimes referred to as a “Party” and collectively, the “Parties.”
<br />1. SERVICES.
<br />1.1 Orders. Everbridge shall provide Client access to its proprietary interactive communication solutions (the “Solutions”)
<br />subject to the terms and conditions set forth in this Agreement and the description of services and pricing provided in the applicable
<br />quote or other ordering document (e.g., statement of work) (the “Quote”) and the applicable Solution documentation (the
<br />“Documentation”). If applicable, Everbridge shall provide the training and professional services (“Professional Services”) set forth in
<br />the Quote. Collectively, the Solutions and Professional Services are referred to as the “Services”. Everbridge shall provide Client with
<br />login and password information for each User (as defined below) and will configure the Solutions based on the maximum number of
<br />Contacts (as defined below) or Users, as applicable depending on the Solutions ordered. Client shall undergo the initial setup and
<br />training as set forth in the onboarding Documentation within sixty (60) days of the Effective Date. Unless otherwise provided in the
<br />applicable Quote or Documentation, Services are purchased as annual subscriptions.
<br />1.2 Users; Contacts. “Users” are individuals who are authorized by Client from time to time to use the Solutions for the
<br />purposes of sending notifications, configuring templates, reporting or managing data, serving as system administrators, or performing
<br />similar functions, and who have been supplied user identifications and passwords by Client. Users may include employees and
<br />contractors of Client or an Included Department. “Included Department” means any enterprise department, office, agency, or other
<br />entity that receives a majority of its funding from the same general or enterprise fund, as applicable, as the Client. “Contacts” are
<br />individuals who Client contacts through the Solutions and/or who provides their personal contact information to Everbridge, including
<br />through an opt-in portal. If applicable to the particular Solution, the number of Users and/or Contacts that may be authorized by Client
<br />is set forth on the Quote.
<br />2. PAYMENT TERMS. Everbridge shall invoice Client annually in advance for all Solutions and Professional Services, and Client
<br />shall pay the fees set forth in the Quote within thirty (30) days from date of invoice. All pricing must be consistent with the Schedule
<br />Price List. If Client exceeds any role-based numbers, messaging credits or other usage levels consistent with the Schedule Price list.
<br />All Professional Services must be used within 12 months from date of purchase.
<br />3. RESPONSIBILITIES.
<br />3.1 Client Data. Client shall retain all ownership rights in all Contact data and all electronic data Client transmits to
<br />Everbridge to or through the Solutions (“Client Data”). Client represents that it has the right to authorize and hereby does authorize
<br />Everbridge to collect, store and process Client Data subject to the terms of this Agreement. Client shall maintain a copy of all Contact
<br />data it provides to Everbridge.
<br />3.2 Use of Solutions. Client is responsible for all activity occurring under Client’s account(s) and shall comply with all
<br />applicable Privacy Laws (as defined below) and all other applicable laws and regulations in connection with Client’s use of the Services,
<br />including its provision of Client Data to Everbridge. Client shall be responsible for ensuring that there is a lawful basis for sending
<br />communications through the Solutions to Contacts including, where applicable, obtaining the required consent of Contacts. Client shall
<br />use the Service in accordance with Everbridge’s then applicable Acceptable Use Policy posted on www.everbridge.com. Client shall
<br />promptly notify Everbridge of any unauthorized use of any password or account of which Client becomes aware. Client acknowledges
<br />that the Solutions are a passive conduit for the transmission of Client Data, and Everbridge has no obligation to screen, preview or
<br />monitor content, and shall have no liability for any errors or omissions or for any defamatory, libelous, offensive or otherwise unlawful
<br />content in any Client Data, or for any losses, damages, claims, or other actions arising out of or in connection with any data sent,
<br />accessed, posted or otherwise transmitted via the Solutions by Client, Users or Contacts, except to the extent such losses are caused
<br />directly by the acts or omissions of Everbridge personnel.
<br />3.3 Data Privacy. Everbridge shall abide by all applicable Privacy Laws in connection with the operation of the Solutions.
<br />“Privacy Laws” means all U.S. federal and state laws and regulations regarding consumer and data protection and privacy.
<br />3.4 Data Security. Everbridge’s IT security and compliance program includes the following standards generally adopted by
<br />industry leading SaaS providers: (i) reasonable and appropriate technical, organizational, and security measures against the
<br />destruction, loss, unavailability, unauthorized access or alteration of Client Data in the possession or under the control of Everbridge,
<br />including measures to ensure the availability of information following interruption to, or failure of, critical business processes; and (ii)
<br />an annual assessment of its security controls performed by an accredited third party audit firm in accordance with the Statement on
<br />Standards for Attestation Engagements No. 18 (SSAE 18). Upon request, Everbridge shall provide Client with a copy of its current
<br />SSAE 18 SOC 2 report. Everbridge’s security framework is based on the security requirements and controls within US National Institute
<br />of Standards and Technology (NIST) Special Publication 800-53 – Security and Privacy Controls for Information Systems and
<br />Organizations. The NIST 800-53 security requirement standard has direct mapping to other security and data privacy frameworks,
<br />including global information security standard ISO 27001, HIPAA-HITECH, and HITRUST. The data security procedures that
<br />Everbridge follows when providing the Solutions are included at the following URL: https://docs.everbridge.com/cdn/legal/Data-
<br />Security-Exhibit.pdf.
<br />Docusign Envelope ID: 47CAD128-F700-4D8C-A318-F091771EB7B3
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