Orange County NC Website
<br /> <br />5 <br /> <br />EXHIBIT A <br />Additional Business Terms <br />The following additional business terms are incorporated by reference into the Agreement as applicable based on the <br />particular products and services described on the Quote. <br />If Client Is Ordering Nixle® Products or Community Engagement: <br />1. Client grants to Everbridge a non-exclusive, royalty free, worldwide and perpetual right and license (including sublicense) <br />to (a) use, copy, display, disseminate, publish, translate, reformat and create derivative works from communications Client <br />sends through the Solutions for public facing communications to citizens, other public groups and public facing websites, <br />including social media (e.g., Google®, Facebook®) (collectively, “Public Communications”), (b) use and display Client’s <br />trademarks, service marks and logos, solely as part of the Public Communications to Contacts who have opted in to <br />receive those Communications, and on other websites where Everbridge displays your Public Communications, as <br />applicable, and (c) place a widget on Client’s website in order to drive Contact opt-in registrations. Client further <br />acknowledges and agrees that all personal information from individuals registering through such widget is owned <br />expressly by Everbridge and such information will be governed by the applicable Privacy Policy. <br /> <br />If Client Is Ordering Everbridge Suite Products: <br />1. Messaging Credits. The Solutions include units of usage (“Messaging Credits”) for communications sent by Client <br />through the Solutions to multiple Contacts via one or more communication paths (“Notifications”). No Messaging Credits <br />shall be required to send Notifications by push notification (Everbridge mobile application), by email or by pager. If Client’s <br />use of the Solutions exceeds the amount of Messaging Credits allocated to the account or previously purchased, Client <br />shall pay for such overages and charges back to the date they were incurred. Unused Messaging Credits expire at the end <br />of the annual billing period under the applicable Quote and are not refundable. Additional Messaging Credits may be <br />purchased separately. <br />2. Usage. Messaging Credits shall be applied per Notification sent by Client through the Solutions. A single Notification is <br />defined as follows: <br /> SMS Text messages: <br />i. For messages that contain only GSM characters, each 153 characters or portion thereof. <br />ii. For messages that contain any non-GSM characters, each 67 characters or portion thereof. <br />iii. GSM characters include only characters in the GSM 7-bit default alphabet. <br />iv. Character limits for SMS Text messages are determined by telecommunication providers. Everbridge reserves <br />the right to change the length of a single SMS Text message if telecommunication providers update these <br />amounts. <br /> Voice messages or Conference Voice: One minute or portion of a minute of the voice message, calculated on a <br />cumulative basis per month, per destination country. <br /> TTY: One minute per TTY message. <br /> Fax: Per page transmitted. <br />3. Role-based Limits. If Client exceeds any role-based limits (such as the number of Contacts, Resolvers or authorized <br />users of a Solution) set forth on the applicable Quote, Client shall pay for such additional role-based numbers as of the <br />date that the overage began. Payment shall be at the role-based number rate in the Quote and shall be paid for the duration <br />of the term of such Quote. <br />4. Other Usage Limits. If the applicable Quote sets forth any geographic, departmental, entity-based or other limitation on <br />usage of the Solutions, then Client’s use of the Solutions is expressly limited to Contacts who are based in such geographic <br />area, department or entity or who otherwise meet the usage limitation criteria specified in the Quote. Client’s use of the <br />Solutions with any Contacts who are not included within such limitations shall constitute a material default under this <br />Agreement and shall subject such Client to additional charges for such unauthorized usage. <br />5. Data Feeds. Client shall not use any automated device, computer program, software, tool, algorithm, bot or similar process <br />to mine or systematically scrape or extract data from any of the products, except as authorized in writing by Everbridge. <br />Notwithstanding anything to the contrary in this Agreement, to the extent that Client has purchased or accesses Data <br />Feeds, the content such feeds are provided solely on an “AS IS” and “AS AVAILABLE” basis and Everbridge disclaims <br />any and all liability of any kind or nature resulting from (a) any inaccuracies or failures with respect to such Data Feeds or <br />(b) any actions taken by Client as a result of its use of the Solutions or its content. All Data Feeds are provided solely as a <br />convenience and do not constitute an endorsement by Everbridge. The sole and exclusive remedy for any failure, defect, <br />or inability to access the content of such Data Feed shall be to terminate the Data Feed with no further payments due. <br />“Data Feed” means data content or websites licensed or provided by third parties to Everbridge and supplied to Client in <br />connection with the Solution (e.g., real time weather system information and warnings, 911 data, third party maps, and <br />situational intelligence) or publicly-available information that Client accesses on the Internet while using the Services. <br />Clients purchasing Visual Command Center or Signal products further agree that they will comply with the Data Feed <br />Terms and Conditions found at https://www.everbridge.com/wp-content/uploads/Data-Feed-Terms-and-Conditions-Oct- <br />2019.pdf. <br />Docusign Envelope ID: 47CAD128-F700-4D8C-A318-F091771EB7B3