overbridge
NIXLE
Everbridge - Nixle
Master Services Agreement
This Master Services Agreement ("Agreement") is entered may invoice Client for any overages at the then applicable rate. into by and between Everbridge, Inc. ("Everbridge"), Late payments shall accrue interest at a rate of one and one-half Richmona ci _ ('Client"), effective on the date percent (1.5%) per month or the highest rate allowed by applicable of Client's signature below ("Effective Date"). Everbridge and law, whichever is lower. Such interest shall be in addition to any Client are each sometimes referred to as a "Party" and collectively, and remedies of Everbridge. provided, the fees set forth in the Quote do not include any local. state, federal or foreign taxes, levies or duties of any nature, all of
1. SERVICES. which Client is responsible for paying, except for those relating to Everbridge's net income or property. If Everbridge is legally Orders. Everbridge shall provide Client access to its obligated to collect or pay taxes for which Client is responsible, the proprietary interactive communication service(s) (the "Service(s)") appropriate amount shall be invoiced to and paid by Client, unless subiect to the terms and conditions set forth in this Agreement and Client provides a valid tax exemption certificate. the description of services and pricing provided in the applicable quote (the "Quote") and the applicable Solution documentation (the "Documentation"), If applicable, Everbridge shall provide the training and professional services the Quote.
Everbridge shall provide Client with login and password in all Contact data and all electronic data Client transmits to information for each User (as defined below) and will configure the Everbridge to or through the Services ("Client Data"). Client Solutions based on the maximum number of Contacts (as defined represents that it has the right to authorize and hereby does below) or Users, as applicable depending on authorize Everbridge to collect, store and process Client Data ordered. Client shall undergo the initial setup and training as set subject to the terms of this Agreement. Client shall maintain a copy forth in the onboarding Documentation within sixty (60) days of the of all Contact data it provides to Everbridge.
Effective Date. Unless otherwise provided in the applicable Quote Use of Services. Client is responsible for all activity Documentation, Services are purchased as annual 3.2
occurring under Client's accounts) and shall comply with all subscriptions. applicable Privacy Laws (as defined below) and all other applicable U.S. laws and regulations in connection with Client's Users; Contacts. "Users" are individuals who are
authorized by Client from time to time to use the Solutions for the use of the Services, including its provision of Client Data to Everbridge. Where applicable, Client shall obtain the required purposes of sending notifications, configuring templates, reporting consent of Contacts to send communications through the or managing data, serving as system administrators, or performing Services. Client shall use the Services in accordance with similar functions, and who have been supplied user identifications Everbridge's then applicable Acceptable Use Policy posted on and passwords by Client. Users may include employees and www.everbridge.com. Client shall promptly notify Everbridge of contractors of Client or an Included Department. Included any unauthorized use of any password or account or any other act Department" means any enterprise department, office, agency, or or omission that would constitute a breach or violation of this other entity that receives a majority of its funding from the same Agreement. Client acknowledges that the Services are a passive general or enterprise fund, as applicable, as the Client. "Contacts" conduit for the transmission of Client Data, and Everbridge has no are individuals who Client contacts through the Solutions and/or obligation to screen, preview or monitor content, and shall have no who provides their personal contact information to Everbridge, liability for any errors or omissions or for any defamatory, libelous, including through an opt-in portal. If applicable to the particular offensive or otherwise unlawful content in any Client Data, or for Solution, the number of Users and/or Contacts that may be any losses, damages, claims, or other actions arising out of or in authorized by Client is set forth on the Quote. connection with any data sent, accessed, posted or otherwise transmitted via the Services by Client, Users or Contacts.
Affiliated Entities. Departments, divisions, agencies
governmental Data Privacy. Everbridge shall abide by all applicable operationally or otherwise with Client, and which are not an Privacy Laws in connection with the operation of the Services Included Department (each, an "Affiliated Entity") may purchase "Privacy Laws" means all U.S. federal and state laws and Services to the same extent as Client, provided, that the Affiliated regulations regarding consumer and data protection and privacy.
Entity purchases the Services on the same terms and conditions as are contained in this Agreement pursuant to a fully executed 3.4 Data Security. Everbridge's IT security and Quote agreed to by Everbridge and such Affiliated Entity. Client compliance program includes the following standards generally and the Affiliated Entity shall maintain separate accounts with adopted by industry leading SaaS providers: (i) reasonable and Everbridge. Solely as to the Agreement between Everbridge and appropriate technical, organizational, and security measures such Affiliated Entity, all terms and references to "Client" shall refer against the destruction, loss, unavailability, unauthorized access to such Affiliated Entity upon execution of an applicable Quote. By or alteration of Client Data in the possession or under the control executing a Quote each Affiliated Entity agrees to be bound by all of Everbridge, including measures to ensure the availability of the terms and conditions herein as to such Affiliated Entity. An information following interruption to, or failure of, critical business entity that otherwise qualifies under this definition will be included processes; and (i) an annual assessment of its security controls within the meaning of Affiliated Entity even though it qualifies after performed by an accredited third party audit firm in accordance the execution of this Agreement. with the Statement on Standards for Attestation Engagements No. 16 (SSAE 16). Upon request, Everbridge shall provide Client with
2. PAYMENT TERMS. Everbridge shall invoice Client annually a copy of its current SSAE 16 SOC 2 report. Everbridge's security in advance for the Services, and Client shall pay the fees set forth framework is based on the security requirements and controls in the Quote within thirty (30) days from date of invoice. If Client within US National Institute of Standards and Technology (NIST) exceeds the usage levels specified in the Quote, then Everbridge Special Publication 800-53 - Security and Privacy Controls for Nixle Master Services Agreement v6 01.29.17 1
Information Systems and Organizations. The NIST 800-53 security through its Client Portal and/or via email prior to such suspension requirement standard has direct mapping to other security and and shall reactivate any affected portion of the Service as soon as data privacy frameworks, including global information security standard ISO 27001, HIPAA-HITECH, and HITRUST.
6. PROPRIETARY RIGHTS.
TERM. The term of this Agreement shall begin on the 6.1 Grant of License. Subject to the Effective Date and shall expire when all underlying Quotes with conditions of this Agreement, Everbridge hereby grants to Client, Client or its Affiliates have expired in accordance with the terms of unless terminated earlier as provided during the term of this Agreement, a limited, non-exclusive, non- Services under an applicable Quote will begin as set forth in such transferable, non-sublicensable right to use the Service.
Quote and shall continue for the initial term specified therein Restrictions. Client shall use the Service solely for ("Initial Service Term"). If a Quote contains Services added to an its internal business purposes. In particular, Client's use of the existing subscription, such added Services will be coterminous Solutions shall not include service bureau use, outsourcing, with the Initial Service Term or applicable renewal Service term renting, reselling, sublicensing, or time-sharing. Client shall not (i) ("Renewal Term"), unless otherwise agreed to by the parties. If at sell, transfer, assign, distribute or otherwise commercially exploit the end of the applicable Quote, Client intends to renew the or make available to any third party the Services except as Agreement, but has not provided a timely executed written renewal expressly set forth herein; (ii) modify or make derivative works prior to the end of such term, then Everbridge, in its sole discretion, based upon the Services; (iii) reverse engineer the Solution; (iv) shall continue the Service(s) hereunder for thirty (30) days (the remove, obscure or alter any proprietary notices or labels on the "Grace Period" in order to secure an executed renewal by Client, Software or any materials made available by Everbridge; (V) use, provided that Client shall pay to Everbridge the annual fee then in post, transmit or introduce any device, software or routine effect divided by (welve (12) (the "Monthly Holdover Fee"). The (including viruses, worms or other harmful code) which interferes Grace Period is provided to Client as a courtesy so that Services or attempts to interfere with the operation of the Solution; or (vi) will not be terminated prior to the execution of a renewal. Due to defeat or allempt to defeat any security mechanism of any insurance and liability reasons Everbridge can only provide one Grace Period and will charge the Monthly Holdover Fee. The Monthly Holdover Fee is instituted in order to protect Client from Reservation of Rights. The Solutions (including all termination or suspension of the Services, and to insure that timely associated computer software (whether in source code, object renewals are entered into. Monthly Holdover Fees shall not be returned or refunded to the Client as a credit towards any renewal. code, or other form), databases, indexing, search, and retrieval methods and routines, HTML, active server pages, intranel pages, Except as set forth in an applicable Quote, and similar materials) and all intellectual properly and other rights, Agreement is terminated as provided herein, upon expiration of the "P Rights"), whether term of any Quote, such Quote shall renew automatically for and interest therein (collectively, conceived by Everbridge alone or in conjunction with others, successive subsequent periods of twelve (12) months unless constitute Confidential Information and the valuable intellectual either party notifies the other party of its intent to terminale at least thirty (30) days prior to the end of the then current term. Everbridge property, proprietary material, and trade secrets of Everbridge and its licensors and are protected by applicable intellectual property reserves the right to increase its fees in any Renewal Term by laws of the United States and other countries. Everbridge owns (i) three percent (3%). With respect to any renewals which are signed all feedback (except for the Client Data) provided to Everbridge by by Client after the previous term's expiration date, Everbridge Users, Client and Contacts in conjunction with the Services, and reserves the right to increase its fees in such Renewal Term by (i) all transactional, performance, derivative data and metadata five percent (5%). generated in connection with the Solutions, which are generally
5. TERMINATION; SUSPENSION. used to improve the functionality and performance of the Services.
Except for the rights expressly granted to Client in this Agreement, Termination by Either Party. Either Party may all rights in and to the Solutions and all of the foregoing elements terminate this Agreement upon the other Party's material breach thereof (including the rights to any work product resulting from of this Agreement, provided that (i) the non-breaching Party sends Professional Services and to any modification, enhancement, written notice to the breaching Party describing the breach in configuration or derivative work of the Solutions) are and shall reasonable detail; (i) the breaching Party does not cure the breach remain solely owned by Everbridge and its respective licensors. within thirty (30) days following its receipt of such notice (the Everbridge may use and provide Solutions and Professional "Notice Period"); and (iii) following the expiration of the Notice Services to others that are similar to those provided to Client Period, the non-breaching Party sends a second written notice hereunder, and Everbridge may use in engagements with others indicating its election to terminate this Agreement. any knowledge, skills, experience, ideas, concepts, know-how and techniques used or gained in the provision of the Solutions or Termination or Suspension for Non-Payment. If Professional Services to Client, provided that, in each case, no Client fails to pay any amounts due within thirty (30) days of their Client Data or Client Confidential Information is disclosed thereby. due date, Everbridge may terminate this Agreement upon thirty (30 days' prior written notice to Client. Termination for non-payment 7. CONFIDENTIAL INFORMATION. shall not relieve Client of its outstanding obligations (including payment) under this Agreement. In lieu of termination for non- Definition. "Confidential information" means all payment, Everbridge may suspend Client's access to the information of a Party ("Disclosing Party") disclosed to the other Solutions upon written notice to Client. Party ("Receiving Party"), whether orally, electronically, in writing, or by inspection of tangible objects (including, without
5.3 Suspension. Everbridge may | suspend Client's limitation, documents or prototypes), that is designated as access to the Solutions or any portion thereof for (i) emergency confidential or that reasonably should be understood to be network repairs, threats to, or actual breach of network security; or confidential given the nature of the information and the (it) any legal, regulatory, or governmental prohibition affecting the circumstances of disclosure. Confidential Information includes Solution. Everbridge shall use its best efforts to nolify Client without limitation, all Client Data, the Solutions, and either Party's 2 EVEN IF EVERBRIOGE HAS BEEN ADVISED OF THE
information, product designs, reports and business processes POSSIBILITY OF SUCH DAMAGE.
Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any 8.3 SMS Transmission. CLIENT ACKNOWLEDGES obligation owed to Disclosing Party; (ii) was known to Receiving THAT THE USE OF SHORT MESSAGING SERVICES ("SMS"),
ALSO KNOWN AS TEXT MESSAGING, AS A MEANS OF
Party prior to its disclosure by Disclosing Party without breach of any obligation owed to Disclosing Party; (iii) was independently SENDING MESSAGES INVOLVES A REASONABLY LIKELY developed by Receiving Party without breach of any obligation POSSIBILITY FROM TIME TO TIME OF DELAYED, owed to Disclosing Party; or (iv) is received from a third party UNDELIVERED, OR INCOMPLETE MESSAGES AND THAT THE without breach of any obligation owed to Disclosing Party. PROCESS OF TRANSMITTING SMS MESSAGES CAN BE
UNRELIABLE AND INCLUDE MULTIPLE THIRD PARTIES THAT
Protection. Receiving Party shall not disclose or use PARTICIPATE IN THE TRANSMISSION PROCESS, INCLUDING any Confidential Information of Disclosing Party for any purpose MOBILE NETWORK OPERATORS AND INTERMEDIARY other than performance or enforcement of this Agreement without TRANSMISSION COMPANIES. ACCORDINGLY, EVERBRIDGE Disclosing Party's prior written consent. Subject to California law RECOMMENDS THAT SMS MESSAGING NOT BE USED AS regarding disclosure of public records, if Receiving Party is THE SOLE MEANS OF COMMUNICATION IN AN EMERGENCY compelled by law to disclose Confidential Information of Disclosing Party, including under the Freedom of Information Act or other public information request (i.e., "state sunshine" laws) it shall 9. INTENTIONALLY DELETED. provide Disclosing Party with prior notice of such compelled 10. LIABILITY LIMITS. To the maximum extent permitted by disclosure (to the extent legally permitted) and reasonable law, neither Party shall have any liability to the other Party for any assistance, at Disclosing Party's cost, if Disclosing Party wishes to indirect, special, incidental, punitive, or consequential damages, Receiving Party shall protect the however caused, under any theory of liability, and whether or not confidentiality of Disclosing Party's Confidential Information in the the Party has been advised of the possibility of such damage. same manner that it protects the confidentiality of its own Notwithstanding anything in this Agreement to the contrary, in no confidential information of like kind (but in no event using less than event shall Everbridge's aggregate liability, regardless of whether reasonable care). Receiving Party shall promptly notify Disclosing action or claim is based on warranty, contract, tort, Party if it becomes aware of any breach of confidentiality of indemnification or otherwise, exceed amounts paid or due by Disclosing Party's Confidential Information. Client to Everbridge hereunder during the 12-month period prior to the event giving rise to such liability. The foregoing limitations shall Upon Termination. Upon any termination of this apply aven if the non-breaching party's remedies under this Agreement, the Receiving Party shall continue to maintain the Agreement fail their essential purpose.
confidentiality of the Disclosing Party's Confidential Information and, upon request and to the extent practicable, destroy all 11. MISCELLANEOUS.
Notwithstanding the foregoing, either Party may relain a copy of As additional protection for any Confidential Information if required by applicable law or Everbridge's proprietary information, for so long as this Agreement regulation, in accordance with internal compliance policy, or remains in effect, and for one year thereafter, Client agrees that it pursuant to shall not, directly or indirectly, solicit, hire or attempt to solicit any procedures, subject at all times to the continuing applicability of employees of Everbridge; provided, that a general solicitation to the provisions of this Agreement. the public for employment is not prohibited under this section.
WARRANTIES; DISCLAIMER. 11.2 Force Majeure; Limitations. Everbridge shall not be responsible for performance under this Agreement to the extent Everbridge Warranty. Everbridge shall provide the precluded by circumstances beyond Everbridge's reasonable Services in material compliance without limitation acts of God, acts of specifications set forth in the applicable Service Documentation. government, flood, fire, earthquakes, civil unrest, acts of terror, Everbridge shall provide 24X7X365 labor problems, regional technology interruptions, or denial of accordance with its most recently published Support Services service attacks. The Service delivers information for supported Guide. To the extent professional services are provided, Contact paths to public and private networks and carriers, but Everbridge shall perform them in a professional manner consistent Everbridge cannot guarantee delivery of the information to the with industry standards. THE FOREGOING REPRESENT THE recipients. Final delivery of information to recipients is dependent ONLY WARRANTIES MADE BY EVERBRIDGE HEREUNDER, on and is the responsibility of the designated public and private
AND EVERBRIDGE EXPRESSLY DISCLAIMS ALL OTHER
WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED,
STATUTORY, OR OTHERWISE, WARRANTIES 11.3 Waiver; Severabllity. The failure of either Party MERCHANTABILITY OR FITNESS hereto to enforce at any time any of the provisions or terms of this PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY Agreement shall in no way be considered to be a waiver of such APPLICABLE LAW. provisions. If any provision of this Agreement is found by any court or other authority of competent jurisdiction to be invalid, illegal or
8.2 Disclaimer. EVERBRIDGE DOES NOT WARRANT unenforceable, that provision shall, to the extent required, be THAT THE SOLUTION WILL OPERATE ERROR FREE OR deemed deleled or revised, and the remaining provisions shalt WITHOUT INTERRUPTION. WITHOUT LIMITING THE continue in full force and effect to the maximum extent possible so FOREGOING. IN NO EVENT SHALL EVERBRIDGE HAVE ANY as to give effect to the intent of the parties.
LIABILITY FOR PERSONAL INJURY (INCLUDING DEATH) OR
PROPERTY DAMAGE ARISING FROM FAILURE OF THE 11.4 Assignment. Neither party may assign this Agreement to any third party except upon the other Party's prior
SERVICE TO DELIVER AN ELECTRONIC COMMUNICATION,
HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, written consent, which consent shall not be unreasonably withheld 3 or delayed; provided, that no such consent shall be required in the pursuant to this Agreement or any product utilizing any such data event of an assignment to an Affiliated Entity or to a successor-in- to any country for which the U.S. Government or any agency interest to the business of the assigning Party resulting from a thereof at the time of export requires an export license or other merger, reorganization, or sale of all or substantially all such governmental approval without first obtaining such license or Party's assets. Notwithstanding the above, neither Party shall approval. Client shall not permit Users to send notifications to a assign this Agreement to any third party which is a competitor of Contact in a U.S. embargoed country or in violation of any U.S the other Party. export law or regulation.
11.5 Governing Law; Attorney's Fees. This Agreement 11.10 U.S. Government End-Users. The Solutions and shall be governed and construed in accordance with the laws of related documentation are "commercial items" as defined at 48 the State of California, without regard to its conflicts of laws rules. C.F.R. 2.101, consisting of "commercial computer software" and The U.N. Convention on Contracts for the International Sale of "commercial computer software documentation" as such terms are Goods shall not apply. The prevailing party in any action arising used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and out of this Agreement shall be entitled to its reasonable attorneys' 48 C.F.R. 227.7202-1 through 227.7202-4, U.S, government fees and costs. customers and end-users acquire licenses to the Solutions and related documentation with only those rights set forth herein.
11.6 Notices. Legal notices (e.g., claimed breach or
termination) to be provided under this Agreement shall be 11.11 General. This Agreement, including its Exhibits and delivered in writing (a) in person, (b) by nationally recognized any Quote, constitutes the entire agreement between the Parties overnight delivery service, or (c) by U.S. certified or first class mail and supersedes all other agreements and understandings to the other party as set forth on the signature page hereto. All between the Parties, oral or written, with respect to the subject legal notices shall be deemed to have been given upon receipt or, matter hereof, including any confidentiality agreements. This if under (c), three (3) business days after being deposited in the Agreement shall not be modified or amended except by a writing mail. Either party may change its address by giving notice of the signed by both Parties. ANY NEW TERMS OR CHANGES new address to the other party pursuant to this Section and INTRODÚCED IN A PURCHASE ORDER OR OTHER identifying the effective date of such change. Everbridge may DOCUMENT ARE VOID AND OF NO FORCE OR EFFECT provide all other notices to Client's billing contact on the Client EVERBRIDGE'S ACKNOWLEDGEMENT OF RECEIPT OF Registration Form or, with respect to availability, upgrades or SUCH DOCUMENT OR ACCEPTANCE OF PAYMENT SHALL maintenance of the Services, to the Everbridge Support Center. NOT CONSTITUTE AGREEMENT TO ANY TERMS OTHER THAN THOSE SET FORTH IN THIS AGREEMENT. There are no
11.7 Marketing. Client consents to Everbridge referencing third party beneficiaries to this Agreement. Any right, obligation or Client's name as an Everbridge Client in Everbridge publications, condition that, by its express terms or nature and context is its website, and other marketing materials. intended to survive the termination or expiration of this Agreement, shall survive any such termination or expiration hereof. This a government contractor and is subject to the requirements of Agreement, and any other document referencing and governed by Executive Order 11246, the Rehabilitation Assistance Act and this Agreement may be executed in one or more counterparts, VEVRAA. Pursuant to these requirements, the Equal Opportunity each of which shall be deemed an original but which together shall Clauses found at 41 Code of Federal Regulations sections 60- constitute the same agreement. Each Party agrees to be bound by
1.4(a) (1-7), sections 60-250.4(a-m), sections 60-300.5 (1-11) and its digital or electronic signature, whether transmitted by fax sections 60-741.5 (a) (1-6) are incorporated herein by reference machine, in the form of an electronically scanned image (e.g., in as though set forth at length, and made an express part of this .pdf form), by email, or by other means of e-signature technology, and each Party agrees that it shall accept the signature of the other Agreement.
Party transmitted in such a manner.
Export Compliant. Neither Party shall export,
directly or indirectly, any technical data acquired from the other IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives.
EVERBRIDGE, INC. CLIENT:
Print Name: PhiLiP E. HUFF
VP-CONTROLER Title:( MANAGRA
Date: 6.11. 2018 Date: _
Client's address for legal notices:
155 North Lake Avenue
Suite 900
Pasadena, CA 91101
For legal notice: Attn:
Attention: Legal Department
Client's address for billing:
Attn: _
4 EXHIBIT A
Additional Business Terms
The following additional business terms are incorporated by reference into the Agreement as applicable based on the particular products and services described on the Quote.
NixleM Branded Products:
1. Everbridge Branded Products:
1. Data Feeds. Notwithstanding anything to the contrary in this Agreement, to the extent that Client has purchased or accesses Data Feeds, such feeds are provided solely on an "AS IS" and "AS AVAILABLE" basis and Everbridge disclaims any and all liability of any kind or nature resulting from any inaccuracies or failures with respect to such Data Feeds. The sole and exclusive remedy for any failure, defect, or inability to access the content of such Data Feed shall be to terminate the Data Feed with no further payments due. "Data Feed" means data content licensed or provided by third parties to Everbridge and supplied to Client in connection with the Solution (e.g., real time weather system information and warnings, 911 data, third party maps, and situational intelligence).
2. Incident Management/IT Alerting. For Clients purchasing the Incident Management or IT Alerting Service, unless designated as unlimited: (a) Clients may only designate the number of Users set forth on the Quote, and such individuals shall only have the access rights pursuant to such designation and role; (b) Incident Administrators shall have the ability to build incident templates, report on incidents, and launch incident notifications; (c) Incident Operators shall only have the ability to launch or manage incidents; (d) IT Alerting Users shall have the ability to build, launch or manage incidents as well as participate in an on-call schedule to receive IT outage notifications, and (e) Client shall be provided the number of incident templates purchased pursuant to the Quote. "Incident Administrator" means an individual who is authorized by Client as an organizational administrator for the Incident Management or IT Alerting Solution. "Incident Operator" means an individual who is authorized by Client as an operator of the Incident Management or IT Alerting Solution.
3. Secure Messaging. For Clients purchasing peer to peer secure messaging solutions ("Secure Messaging"), Everbridge shall comply with all applicable privacy laws including, the Health Insurance Portability and Accountability Act of 1996 ("HIPAA").") and the Health Information Technology for Economic and Clinical Health Act ("HITECH Act"). Any Business Associate Agreement executed in connection with this Agreement shall be incorporated and made a part of this Agreement.
Client acknowledges and agrees that Secure Messaging solutions are intended to deliver non-critical, non-emergency messages between users as a convenience to facilitate communications and are not intended for or suitable for use in situations where a failure or time delay of, or errors or inaccuracies in, the content, data or information provided through the services could lead to death, personal injury or property damage. The P2P Solutions are provided on an "AS IS" and "AS AVAILABLE" basis. Technical difficulties or failures may occur at any time, and the solutions are used at your sole risk. The sole remedy for a failure of the P2P Solution is to terminate such services with no further payments due.
EXHIBIT B
IPAWS- CMAS/WEA Addendum
This addendum is incorporated by reference into the Agreement as applicable based on the purchase of IPAWS- CMAS/WEA services on the Quote.
1. IPAWS Authorization: Client represents and warrants to Everbridge that any employee, agents, or representatives of Client who access IPAWS OPEN using Client's credentials provided by FEMA (each, an "IPAWS User"), are authorized by FEMA to use IPAWS-OPEN, have completed all required training, and Client has executed an IPAWS Memorandum of Agreement ("MOA" with FEMA. Client shall contact Everbridge immediately upon any change in Client or any IPAWS User's right to access IPAWS-OPEN. Client shall only access IPAWS-OPEN using its designated credentials and FEMA issued digital certificate ("Digital Certificate"). Client acknowledges and agrees that Everbridge shall not have access to its credentials and that Client assumes fulf responsibility for maintaining the confidentiality of any credentials issued to it. Client shall be solely responsible for any and ail claims, damages, expenses (including altorneys' fees and costs) that arise from any unauthorized use or access to IPAWS-OPEN.
2. Credentials: Client shall load and maintain within its Everbridge account Organization, its Digital Certificate, COG ID, and Common Name. Client authorizes and requests Everbridge to use the foregoing stored information to connect Client to IPAWS-OPEN.
3. Messaging: Client acknowledges and agrees that: (i) upon submission of messages to IPAWS-OPEN, Everbridge shall have no further liability for the distribution of such message, and that the distribution through IPAWS-OPEN, including, but not limited to, delivery through the Emergency Alert System or the Commercial Mobile Alert System, is in no way guaranteed or controlled by Everbridge; (il) Everbridge shall not be liable as a result of any failure to receive messages distributed through IPAWS-OPÉN; (iii) IPAWS may include additional features not supported through the Everbridge system, and Everbridge shall not be required to provide such additional features to Client; and (iv) Client shall be solely responsible and liable for the content of any and all messages sent through IPAWS-OPEN utilizing its access codes.
4. Term: Client acknowledges and agrees that access to IPAWS-OPEN shall be available once Client has provided Everbridge with the Digital Certificate and any other reasonably requested information to verify access to the system. Upon termination of the Agreement access to IPAWS-OPEN shall immediately terminate. In addition, Everbridge may immediately terminate, without liability, access to IPAWS-OPEN, if Client breaches this Addendum, the MOA, or FEMA changes the IPAWS-OPEN system so that it materially change the business terms and/or feasibility for Everbridge to provide such access. nixle
everbridge
Everbridge acquired Nixie in 2014
Quotation
Quote #: Q-13414
Prepared for: 3/21/2018
Genevieve Pastor-Cohen Balios on: Continial
City of Richmond Fire Department
440 Civic Center Plaza
Richmond CA 94804 Salesperson: Nathan Russell
United States Phone:
Email [email protected]
Ph: (510) 620-6866
Fax: +1.510.620.6873
Email: [email protected]
Contract Summary Information:
Contract Period: 12 Months
Note: **Quantity on this quote represents the population count
DESCRIPTION TPRICE
QTY
105,000 Nixle Engage USD 8,300.00
Pricing Summary:
Year One Fees: USD 8,300.00
One-time implementation and Setup Fees: USD 660.00
Professional Services: USD 0.00
Total Year One Fees Due: USD 8,960.00
Additional rates apply for all international calls.
Quote subject to the terms and conditions of the service agreement, including any amendments, executed between Everbridge, Inc. and the customer listed above.
3. Subject to sales taxes where applicable
4. xcept for currency designation, the supplemental notes below, if any, supplied in this Quote are for informationa purposes and not intended to be legally binding or override negollated language of the Everbridga Inc. Service
Authorized by Everbridge:
Signature: Rome eden Date: 6.11.2018
Name (Print): Title:
VP - CONTROLLEiZ
To accept this quote, sign, date and return:
6/1/18
Signature: Date:
Name (Print): Title:
WILLIAM A LINDA CVY MAHACKA
155 North Lake Avenue, Suite 900
Pasadena, CA 91101 USA
Tel: +1-818-230-9700
Fax: +1-818-230-9505
THANK YOU FOR YOUR BUSINESS!
Drage
NIXLE*
SYSTEM INCLUSION || Confidential
Nixle Engage
Nixle Engage is a complete communication solution delivering maximum community impact. Agencies can engage their communities through all channels including voice for ultimate engagement.
Usage
Unlimited SMS, Email
Unlimited Web messages
/ Unlimited Facebook & Twitter notifications
/ Unlimited contact uploads
/ Includes 5 keywords. Additional keywords may be purchased Agency Platform Access
/ Unlimited administrators to initiate messages, manage groups and manage users • Unlimited users with either private or public group permission • Unlimited administrator and user access to smart phone publishing application, Engage Bridg / Ability to access multiple accounts (alternative to Group Level Permissions) Message Types
Alerts Messages
/ Advisories Messages
/ Community Messages
/ National Weather Service (NWS) automatic rebroadcast via email and SMS Publishing Groups
Access to Nixle Wire Group
• Unlimited Public Group Creation
/ Unlimited Private Group Creation
/ Unlimited usage of CSV Import tool
Location Targeting / Geo Targeting
/ Point & Radius
/ City/Town Name or Zip Code
Message Formatting
Multiple email attachments of PDF, DOC and image file formats (10 MB maximum) • Scheduled Messaging
/ HTML email editor
Messaging and Email templates
Spanish translation
WWW.NIXLE.COM
ronoge
NIXLE
SYSTEM INCLUSION || Confidential
Standard Publishing Channels
Email
SMS (with hyper link to Message Widget and Agency RSS feed) RSS Feed
Website Publishing Channels
Agency website via Nixle Message Widget
Registration widget for website integration
RSS feed
Integration Publishing Channels
/ IPAWS Publishing - EAS
/ IPAWS Publishing - WEA
/ Google Public Alerts
/ Social Media (Facebook & Twitter)
Reporting
/ Registration reporting
/ Social media reporting
/ SMS, Email
Tipping
› Exportpustip communication tool
/ Tipping embed buttons
Set-up, Implementation, and Support
Provision customer account including system & user set-up / Up to 3 hours of a dedicated implementation specialist during a standard implementation / 24x7x365 access to the online Nixle Support Portal
/ 24x7x365 technical support via Email
/ 9am to 5pm access to live phone support Monday to Friday / Dedicated Account Manager
WWW.NIXLE.COM