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HomeMy WebLinkAbout2014-513-E Finance - Everbridge for mass alert and notification $44,963.20 DocuSign Envelope ID:84AC93A5-0882-4236-9052-37D9FA3E9D6D A eve r b r i d e G e0nda N Brand Blvd,Suite e,CA 91203 USA1000 fax:888.484.2299 www.everbridge.com g QUOTATION Quote Number: 00012106 Confidential 1 of2 Prepared Jim Groves Quotation Date: September 11,2014 for: Orange County,NC Quote Expiration Date: September 30,2014 PO Box 8181 Rep: Matthew Ward Hillsborough, NC 27278 (818)230-9785 (919)245-6140 matthew.ward @everbridgemail.com jgroves@orangecountync.gov Contract Summary Information Contract Period: 2 Years Contract Optional Years: 3 Years MN Contacts up to: 64,061 MN Households up to: 64,061 ANNUAL SUBSCRIPTION -See attached Product Inclusion Sheet/s for product details. Service Fee Type Q�t Unit Price Total Price Everbridge Mass Notification(MN)with Unlimited Domestic Minutes Recurring 1 $36,704.65 $36,704.65 Everbridge WEA Notification Recurring 1 $1,835.23 $0.00 PREMIUM FEATURES/USAGE Service Fee Type Q-t( Unit Price Total Price Everbridge Mass Notification Additional Organization Recurring 3 $500.00 $0.00 Smart Weather Alerting(includes 1 location in base weather subscription) Recurring 1 $5,505.70 $5,505.70 Interactive Visibility:Social Media View Recurring 1 $5,505.70 $0.00 Interactive Visibility:Mobile Member Recurring 1 $5,505.70 $2,752.85 DocuSign Envelope ID:84AC93A5-0882-4236-9052-37D9FA3E9D6D A eve r b r i d e G e0nda N Brand Blvd,Suite e,CA 91203 USA1000 fax:888.484.2299 www.everbridge.com g QUOTATION Quote Number:00012106 Confidential 2 of 2 Pricing Summary: Year One Fees: $44,963.20 One-time Implementation and Set Up Fees: $0.00 ■ Total Year One Fees: $44,963.20 Optional Year(s)Ongoing Annual Recurring Fees: $44,963.20 1. Additional rates apply for all international calls. 2. Quote subject to terms&conditions of GSA Contract No. GS-35F-0692P and the GSA Approved End User License Agreement ("EULA"),the latter of which is attached hereto and incorporated by reference. 3. Subject to sales taxes where applicable. 4. The supplemental notes below, if any,supplied in this Quote are for informational purposes and not intended to be legally binding or override GSA Contract No.GS-35F-0692P,or the EULA. (*Year One Fees are the total of the first year annual subscription fees and any one-time fees, i.e., Professional Services.) Supplemental Notes: Authorized by Everbridge: To accept this quote,sign,date and return: DocLLuSigne'd by: Docu igned by: rlv�(A �WVa 9/19/2014 L_1&W&&tJAature df. (" MI ,V'SD_, 9/19/2014 ee7235342D... Date Date Cinta Putra CFO Bonnie Hammersley County Manager Print Name Title Print Name Title DocuSign Envelope ID:84AC93A5-0882-4236-9052-37D9FA3E9D6D Aeverbridge SYSTEM INCLUSION Confidential Everbridge Mass Notification Everbridge Mass Notification allows users to send notifications to individuals or groups using lists, locations, and visual intelligence. Everbridge Mass Notification is supported by state-of-the-art security protocols, an elastic infrastructure, advanced mobility, interactive reporting and analytics, adaptive people and resource mapping to mirror your organization, and true enterprise class data management capabilities to provide a wide array of data management options. Below is a list of key system inclusions with the Everbridge Mass Notification system. Usage Unlimited Domestic Emergency Alerts and Testing Messages Unlimited Domestic Non-Emergency Alerts Messaging Core Platform Access Unlimited Administrators for web-based portal to initiate messages, reporting, and administration Unlimited Administrators for Mobile Manager Application (iOS,Android)and Mobile Optimized Notification Site(for Blackberry, Windows 10,etc.) Two(2) Organization with unlimited nested static and dynamic groups Access to Everbridge Elastic Infrastructure for message delivery Custom branded community opt-in portal with custom fields and opt-in subscriptions Flexible role-based access controls to manage user permissions Access to Real-Time Dashboard, Notifications Library, Everbridge Universe, and Custom Reporting Key Notification Features Integrated GIS/Map-based, rule-based, group-based,or individual contact selection Ability to send standard, polling, or on-the-fly`One-Touch' Conference Call messages One-screen broadcast creation workflow to speed message creation and reduce human error Everbridge Network to access situational intelligence&notifications shared by other public and private groups Publish notifications directly to Websites and services that support API access via HTTPS using `Web Posting' Notification escalation to automatically send a notification to the next person or group if there is no confirmation Contact filtering based on custom criteria Map-based drawing and selection tools and imported shape files(e.g. Google Maps, Bing Maps, ESRI) Automatic address geo-coding for contacts Organization specific customizable caller ID, greetings, and broadcast settings SMPP based SMS text messaging Multi-language Text to Speech Engine and Custom Voice Recording Real-time reporting for improved situational awareness and easier after action analysis 5 Live Operator Message Initiations per year Interactive Dashboard for Organizational Activity Summary Unlimited Notification Templates Self-service Single Contact Record Adjustments Self-service Contact Import via CSV Upload Bulk Contact Management Automation via Secure FTP Set-up, Implementation&Support Up to 10 total hours of a dedicated Implementation Specialist during a Standard Implementation Self Service Administrative Set-up, Configuration and Default Preferences Initial Member Data Upload and Test Broadcast Support Unlimited Access to Everbridge University classes 24x7 Customer Support(phone,web, email) Global Support/Operations Centers for Redundant Live Support Dedicated Account Manager For a full product description, along with best practices and product details please see the Everbridge User Guide and Everbridge University. DocuSign Envelope ID:84AC93A5-0882-4236-9052-37D9FA3E9D6D Aeverbridge ONBOARDING - STANDARD OVERVIEW The standard onboarding is right-sized to support small Included Standard Onboarding Resources to medium organizations on deploying all basic Mass Notification and Interactive Visibility functionality.A + Client portal dedicated onboarding specialist is provided to guide you + Knowledgebase through the onboarding process and provide strategic + Everbridge University advice, tailored to your organization. + Up to 10 hours of an onboarding specialist TIME FRAME KEY MI LESTON ES Standard Everbridge Onboarding requires approximately ORIENTATION CALL 15 days to complete. Depending on the size and complexity This call will provide an orientation to Everbridge of the organization, it may take more or less time.The onboarding resources and a review of preparation necessary to conduct a successful onboarding. timeframe can be tailored within the following limits for standard onboarding: KICK-OFF CALL The Kick-off call will focus on reviewing the basic + Access to an Onboarding Specialist for up to 10 hours. settings and developing the onboarding project plan. + Onboarding Specialist hours must be used within 60 days of CONSULTATION CALL contract signing. The Consultation Call will focus on reviewing the completion of the project plan and identifying gaps + Additional hours are billable at$250/hr. and next steps. SCOPE CLOSE-OUT CALL The Close-out Call will provide guidance on go-live A standard onboarding will provide the following: strategies and mark the accounts transition to customer success. + Orientation to your onboarding resources,including the Everbridge Client Portal,knowledgebase articles library,and Everbridge University. + Access to your functional account,configured with default templates and default notification paths. + 30-minute hands-on demo of creating new users,the basic setup of contacts and the sending of a test notification. + Best practices and onboarding guidance as outlined in this document. + The onboarding specialist will ensure the client has demonstrated the ability to upload a sample of their contact data, send a notification and interpret the results. WWW.EVERBRIDGE.COM DocuSign Envelope ID:84AC93A5-0882-4236-9052-37D9FA3E9D6D KEY MILESTONES ORIENTATION CALL The Purpose of the orientation call is to Prepare for the onboarding Process. The Everbridge specialist will provide an overview of the onboarding process to key client stakeholders, introduce the stakeholders to the various onboarding resources, provide a short, interactive demo and access to a live, working account preloaded with default templates and settings. Orientation calls will be held within 5 days of the completion of your order processing.The specialist will also provide a checklist of actions to be completed in order to kick-off the onboarding process. The Call Agenda will include the following: Introductions Review communication goals/use cases Review onboarding process Review resources available to the client Review the success criteria of the Milestone calls Schedule all follow up calls Review the Getting Started checklist T An onboarding specialist will provide a demo of the product showing how to create a new user,how to create a contact, and how to send a message using a pre-loaded test template. At the conclusion of the demo,the customer will be provided with their live production account. Time: 1.5-2 hours KICK-OFF CALL The Kick-off call will be held as soon as the actions on the Getting Started checklist are complete, but no later than 3 weeks after the Orientation Call.The agenda will include the following items: Review completion of the Getting Started checklist Verify settings and configurations selected Discuss design and strategy of the organization hierarchy in relation to the client's needs. Review Role-based access control and its application with the client's organization. Review the contact data quality of the sample uploaded by the customer. Upon successful setup of the basic settings, the onboarding specialist will provide a customized Project Plan to guide the remainder of the onboarding.The Project Plan will include guidance on topics such as: data management strategy, reporting, groups and filters, mobile manager, awareness campaigns, training plans, member portal, Weather, IV, and mobile member. Time: 1-2 hours a DocuSign Envelope ID:84AC93A5-0882-4236-9052-37D9FA3E9D6D CONSULTATION CALL The Consultation Call should be scheduled to take Place within 5 days of the Kick-off Call.The call is a strategy session between the onboarder and the customer, with the following objectives: • Review Project Plan action items • Define testing strategy • Review contact management strategy • Review relevant advanced configuration topics Time: 1-2 hours CLOSE-OUT CALL The close out should occur approximately 3-4 weeks after Orientation (not to exceed 60 days).The call will provide a final opportunity for the client to strategize with the onboarding specialist and will cover the following topics: • Functional testing conducted by customers/or review results of functional testing • Discuss transition to customer success Provide best practices for troubleshooting issues Where to find support information Roll-Out Planning: Review project plan for completing system-wide test Review best practices for system test planning - Awareness programs Time: 1 hour EVERBRIDGE UNIVERSITY • Learning modules and training are continuously available and free for customers and partners to learn or review Use Adobe flash videos with audio narrations • Self-paced training that allows students to learn when they have time and at their own pace • Just-in-time learning using small,focused content modules • No travel or facilities required, the classroom is anywhere a learner has Internet access DocuSign Envelope ID:84AC93A5-0882-4236-9052-37D9FA3E9D6D everbridge GSA Approved End User License Agreement This End User License Agreement ("Agreement") is specified by Everbridge. Customer shall have sole entered into by and between Everbridge, Inc. ("Everbridge"), responsibility for the accuracy, quality, integrity, legality, and the client identified on the Quote ("Customer"), effective reliability, and appropriateness of all Customer Data. By on the date of Customer's signature on the Quote ("Effective purchasing the Service, Customer represents that it has the Date"). Everbridge and Customer are each hereinafter right to authorize and hereby does authorize Everbridge and its sometimes referred to as a "Party" and collectively, the "Service Providers" to collect, store and process Customer "Parties". Data subject to the terms of this Agreement. "Service Providers" shall mean communications carriers, data centers, 1. SERVICE. Everbridge shall provide Customer access to collocation and hosting services providers, and content and its proprietary interactive communication service(s) (the data management providers that Everbridge uses in providing "Service(s)") subject to the terms and conditions set forth in the Service. Customer shall maintain a copy of all Customer this Agreement and the description of services and pricing Contact data that it provides to Everbridge. Customer provided in the applicable quote (the "Quote"). If applicable, acknowledges that the Service is a passive conduit for the Everbridge shall provide the training and professional services transmission of Customer Data and Everbridge shall have no set forth in the Quote. Everbridge shall provide Customer with liability for any errors or omissions or for any defamatory, login and password information for each User (as defined libelous, offensive or otherwise objectionable or unlawful below) and will configure the Service to contact the maximum content in any Customer Data, or for any losses, damages, number of households (each a "Contact") set forth on the claims, suits or other actions arising out of or in connection Quote. with any Customer Data sent, accessed, posted or otherwise 2. PAYMENT TERMS. Customer shall pay the fees set transmitted via the Service. forth in the Quote ("Pricing"). If Customer exceeds the usage 4. TERM. This Agreement will commence on the Effective levels specified in the Quote, then Everbridge may invoice Date and will continue in full force and effect until all executed Customer for any overages at the established rates. Quotes have terminated. Everbridge shall invoice Customer annually in advance. All payments shall be made within thirty (30) days from receipt of 5. TERMINATION; SUSPENSION. invoice. 5.1 Termination by Either Party. [Intentionally 3. CUSTOMER RESPONSIBILITIES. Deleted] 3.1 Users. If Customer has purchased Mass 5.2 Termination by Everbridge. [Intentionally Notification, Customer shall in its discretion authorize certain of Deleted] its employees and contractors to access that Service. If Customer has purchased Incident Management, Customer 5.3 Suspension. Everbridge may suspend, with or shall authorize only those employees or contractors who are without notice, the Service or any portion for (i) emergency Incident Operators (as defined on Exhibit A) or Incident network repairs, threats to, or actual breach of network Administrators(as defined on Exhibit A)to access that Service. security; or (ii) any legal, regulatory, or governmental Collectively, Customer's employees and contractors who are prohibition affecting the Service. In the event of a suspension, authorized to access any Service as provided above are Everbridge shall use its best efforts to notify Customer and referred to as "User(s)". Each User must be bound in writing reactivate any affected portion of the Service as soon as to confidentiality obligations sufficient to permit Customer to possible. fully perform its obligations under this Agreement. Customer 6. PROPRIETARY RIGHTS. shall undergo the initial setup and training as set forth in the Implementation — Standard inclusion sheet provided with the 6.1 Grant of License. Everbridge hereby grants to Quote. The Implementation sheet provides a detailed list of Customer, during the term of this Agreement, a non-exclusive, the services included as part of the implementation purchased non-transferable, non-sublicensable right to use the Service and the corresponding timelines. If Customer fails to complete subject to the terms and conditions of this Agreement. Upon the Implementation process within the sixty (60) day suspension of the Service or termination of this Agreement for timeframe, Customer must purchase any additional any reason, the foregoing license shall terminate automatically implementation services. Customer shall be responsible for: (i) and Customer shall discontinue all further use of the Service. ensuring that Users maintain the confidentiality of all User login and password information; (ii) ensuring that Users use the 6.2 Restrictions. Customer shall use the Service Service in accordance with all applicable laws and regulations, solely for its internal business purposes and shall not make the including those relating to use of personal information; (iii) any Service available to, or use the Service for the benefit of, any breach of the terms of this Agreement by any User; and (iv)all third party except as expressly contemplated by this communications by Users using the Service. Customer shall Agreement. Customer shall not: (i) copy, modify, reverse promptly notify Everbridge if it becomes aware of any User engineer, de-compile, disassemble or otherwise attempt to action or omission that would constitute a breach or violation of discover or replicate the computer source code and object this Agreement. code provided or used by Everbridge in connection with delivery of the Service (the "Software") or create derivative 3.2 Customer Data. "Customer Data" is all works based on the Software, the Service or any portion electronic data transmitted to Everbridge in connection with the thereof; (ii) merge any of the foregoing with any third party use of the Service, including data submitted by Contacts. software or services; (iii) use any Everbridge Confidential Customer Data provided by Customer shall be true, accurate, Information to create a product that competes with the current and complete, and shall be in a form and format End User License Agreement GSA(based on CPA v3 7.30.13) 1 DocuSign Envelope ID:84AC93A5-0882-4236-9052-37D9FA3E9D6D Software; (iv) remove, obscure or alter any proprietary notices 8. WARRANTIES; DISCLAIMER. or labels on the Software or any portion of the Service; (v) create internet "links" to or from the Service, or "frame" or 8.1 Everbridge Warranty. Everbridge shall use "mirror" any content forming part of the Service, other than on commercially reasonable efforts to provide the Services herein Customer's own intranets for its own internal business contemplated. To the extent professional services are purposes; (vi) use, post, transmit or introduce any device, provided, Everbridge shall perform them in a professional software or routine (including viruses, worms or other harmful manner consistent with industry standards. code) which interferes or attempts to interfere with the 8.2 Disclaimer. NEITHER EVERBRIDGE NOR ITS operation of the Service; (vii) use the Service in violation of any LICENSORS WARRANT THAT THE SERVICE WILL applicable law or regulation; or (viii) access the Service for OPERATE ERROR FREE OR WITHOUT INTERRUPTION. purposes of monitoring Service availability, performance or WITHOUT LIMITING THE FOREGOING, IN NO EVENT functionality, or for any other benchmarking or competitive SHALL EVERBRIDGE HAVE ANY LIABILITY TO purposes. CUSTOMER, USERS, CONTACTS OR ANY THIRD PARTY 6.3 Reservation of Rights. Other than as expressly FOR PERSONAL INJURY (INCLUDING DEATH) OR set forth in this Agreement, Everbridge grants to Customer no PROPERTY DAMAGE ARISING FROM FAILURE OF THE license or other rights in or to the Service, the Software or any SERVICE TO DELIVER AN ELECTRONIC other proprietary technology, material or information made COMMUNICATION, HOWEVER CAUSED AND UNDER ANY available to Customer through the Service or otherwise in THEORY OF LIABILITY, EVEN IF EVERBRIDGE HAS BEEN connection with this Agreement (collectively, the "Everbridge ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. Technology"), and all such rights are hereby expressly 8.3 Customer Representations and Warranties. reserved. Everbridge (or its licensors where applicable) owns Customer represents and warrants that during use of the all rights, title and interest in and to the Service, the Software Service, Customer shall (i) clearly and conspicuously notify and any Everbridge Technology, and all patent, copyright, Contacts of the way in which their personal information shall be trade secret and other intellectual property rights ("IP Rights") used, and (ii) have primary safety and emergency response therein, as well as (i) all feedback and other information procedures including, without limitation, notifying 911 or (except for the Customer Data) provided to Everbridge by equivalent fire, police, emergency medical and public health Users, Customer and Contacts, and (ii) all transactional, officials (collectively, "First Responders"). Customer performance, derivative data and metadata generated in acknowledges and agrees that Everbridge is not a First connection with the Services. Responder, and that the Service does not serve as a substitute 7. CONFIDENTIAL INFORMATION. for Customer's own emergency response plan, which in the event of an actual or potential imminent threat to person or 7.1 Definition; Protection. As used herein, property, shall include contacting a First Responder prior to "Confidential Information" means all information of a Party using the Service. Customer represents and warrants that all ("Disclosing Party")disclosed to the other Party("Receiving notifications sent through the Service shall be sent by Party"), whether orally, in writing, or by inspection of tangible authorized Users, and that the collection, storage and objects (including, without limitation, documents or prototypes), processing of Customer Data, and the use of the Service, as that is designated as confidential or that reasonably should be provided in this Agreement, will at all times comply with (x) understood to be confidential given the nature of the Customer's own policies regarding privacy and protection of information and the circumstances of disclosure. Confidential personal information; and (y) all applicable laws and Information includes without limitation, any personally regulations, including those related to processing, storage, identifiable Customer Data, all Everbridge Technology, and use, disclosure, security, protection and handling of Customer either Party's business and marketing plans, technology and Data. technical information, product designs, reports and business processes. Confidential Information shall not include any 9• INDEMNIFICATION. information that: (i) is or becomes generally known to the 9.1 By Customer. [Intentionally Deleted] public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its 9.2 By Everbridge. Everbridge shall indemnify and disclosure by the Disclosing Party without breach of any hold Customer harmless from and against any Claim against obligation owed to the Disclosing Party; (iii)was independently Customer, but only to the extent it is based on a Claim that the developed by the Receiving Party without breach of any Service directly infringes an issued patent or other IP Right in a obligation owed to the Disclosing Party; or(iv) is received from country in which the Service is actually provided to Customer. a third party without breach of any obligation owed to the In the event Everbridge believes any Everbridge Technology Disclosing Party. The Receiving Party shall not disclose or use is, or is likely to be the subject of an infringement claim, any Confidential Information of the Disclosing Party for any Everbridge shall have the option, at its own expense, to: (i) to purpose other than performance or enforcement of this procure for Customer the right to continue using the Service; Agreement without the Disclosing Party's prior written consent, (ii) replace same with a non-infringing service; (iii) modify such unless (but only to the extent) otherwise required by a Service so that it becomes non-infringing; or (iv) refund any governmental authority. Each Party agrees to protect the fees paid to Everbridge and terminate this Agreement without Confidential Information of the other Party with the same level further liability. Everbridge shall have no liability for any Claim of care that it uses to protect its own confidential information, arising out of (w) Customer Data or other Customer supplied but in no event less than a reasonable level of care. Without content, (x) use of the Service or Software in combination with limiting the foregoing, this Agreement and all terms hereof shall other products, equipment, software or data not supplied by be Everbridge's Confidential Information. Everbridge, (y) any use, reproduction, or distribution of any release of the Service or Software other than the most current release made available to Customer, or(z) any modification of the Service or Software by any person other than Everbridge. 2 DocuSign Envelope ID:84AC93A5-0882-4236-9052-37D9FA3E9D6D 10. LIMITATION OF LIABILITY. Except for breaches of any court or other authority of competent jurisdiction to be Section 6, neither Party shall have any liability to the other invalid, illegal or unenforceable, that provision shall, to the Party for any loss of use, interruption of business, lost profits, extent required, be deemed deleted and the remaining costs of substitute services, or for any other indirect, special, provisions shall continue in full force and effect. incidental, punitive, or consequential damages, however caused, under any theory of liability, and whether or not the 11.4 Assignment. Neither this Agreement nor any Party has been advised of the possibility of such damage. rights granted hereunder may be sold, leased, assigned Notwithstanding anything in this Agreement to the contrary, in (including an assignment by operation of law), or otherwise no event shall Everbridge's aggregate liability, regardless of transferred, in whole or in part, by Customer, and any such whether any action or claim is based on warranty, contract, attempted assignment shall be void and of no effect without the tort, indemnification or otherwise, exceed amounts actually advance written consent of Everbridge, which shall not be paid by Customer to Everbridge hereunder during the 12 unreasonably withheld. month period prior to the event giving rise to such liability. 11.5 Governing Law; Attorney's Fees. This Customer understands and agrees that these liability limits Agreement shall be governed and construed in accordance reflect the allocation of risk between the Parties and are with the federal laws of the United States of America. essential elements of the basis of the bargain, the absence of which would require substantially different economic terms. 11.6 Notices. Either party may give notice at any time This clause shall not impair the U.S. Government's right to by any of the following: letter delivered by (i) nationally recover for fraud or crimes arising out of or related to this recognized overnight delivery service; (ii) first class postage Agreement under any federal fraud statute. Furthermore, this prepaid mail; or (iii) certified or registered mail, (certified and clause shall not impair nor prejudice the U.S. Government's first class mail deemed given following 2 business days after right to express remedies provided in the schedule contract mailing) to the other party at the address set forth on the (i.e. Price Reductions, Patent Indemnification, Liability for Quote. Either Party may change its address by giving notice Injury or Damage, Price Adjustment, Failure to Provide as provided herein. Accurate Information). 11.7 No Third-Party Beneficiaries. There are no 11. MISCELLANEOUS. third-party beneficiaries to this Agreement. 11.1 Non-Solicitation. As additional protection for 11.8 Entire Agreement. [Intentionally Deleted] Everbridge's proprietary information, for so long as this Agreement remains in effect, and for one year thereafter, 11.9 Marketing. Everbridge shall obtain Customer's Customer agrees that it shall not, directly or indirectly, solicit, express written consent in order to reference Customer's name hire or attempt to solicit any employees of Everbridge; and logo as an Everbridge customer in Everbridge provided, that a general solicitation to the public for publications, its website, and other marketing materials. employment is not prohibited under this section. 11.10 Survival. Sections 2, 3.2, 5.2, 6, 7, 9-11 and the 11.2 Force Majeure; Limitations. Everbridge shall not applicable provisions of Exhibit A shall survive the expiration or be responsible for performance under this Agreement to the earlier termination of this Agreement. extent precluded by circumstances beyond Everbridge's reasonable control, including without limitation acts of God, 11.11 Counterparts. This Agreement may be executed acts of government, flood, fire, earthquakes, civil unrest, acts in one or more counterparts, all of which together shall of terror, labor problems, computer, telecommunications, constitute one original document. A facsimile transmission or Internet service provider or hosting facility failures, or delays copy of the original shall be as effective and enforceable as the involving hardware, software or power systems, and network original. intrusions or denial of service attacks. The Service delivers information for supported Contact paths to public and private 11.12 Export Compliant. Neither Party shall export, networks and carriers, but cannot guarantee delivery of the directly or indirectly, any technical data acquired from the other information to the recipients. Final delivery of information to pursuant to this Agreement or any product utilizing any such recipients is dependent on and is the responsibility of the data to any country for which the U.S. Government or any designated public and private networks or carriers. Customer agency thereof at the time of export requires an export license acknowledges and agrees that territories outside the U.S. and or other governmental approval without first obtaining such Canada may have territorial restrictions resulting from license or approval. applicable law, telecommunications or internet infrastructure 11.13 Equal Employment Opportunity. Everbridge, limitations, telecommunications or internet service provider Inc. is a government contractor and is subject to the policies, or communication device customizations that may requirements of Executive Order 11246, the Rehabilitation inhibit or prevent the delivery of certain SMS, text or other Assistance Act and VEVRAA. Pursuant to these requirements, notifications, or restrict the ability to place or receive certain the Equal Opportunity Clauses found at 41 Code of Federal calls such as outbound toll free calls. Everbridge shall have no Regulations sections 60-1.4(a) (1-7), sections 60-250.4(a-m), liability to the extent such restrictions impede the Service. sections 60-300.5 (1-11) and sections 60-741.5 (a) (1-6) are 11.3 Waiver; Severability. The failure of either Party incorporated herein by reference as though set forth at length, hereto to enforce at any time any of the provisions or terms of and made an express part of this Agreement. this Agreement shall in no way be considered to be a waiver of such provisions. If any provision of this Agreement is found by 3 DocuSign Envelope ID:84AC93A5-0882-4236-9052-37D9FA3E9D6D 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 in the Customer's Quote. "Data Feed" means data content licensed by third parties to Everbridge and supplied to Customer through the Service (e.g., real time weather system information and warnings, and third party maps). "Incident Administrator" means an individual who is authorized by Customer as an organizational administrator for the Incident Management Service. "Incident Operator" means an individual who is authorized by Customer as an operator of the Incident Management Service. "Premium Features" means the products and services listed on the Premium Feature List attached to the Quote. 1. Data Feeds; Other Data. Notwithstanding anything to the contrary in this Agreement, to the extent that Customer has purchased or accesses Data Feeds, the sole and exclusive remedy for any failure, defect, or inability to access such Data Feed shall be to terminate the Data Feed with no further payments due. No refunds shall be granted with respect to such Data Feed. In addition, to the extent Customer has purchased a feature that allows Customer to monitor, and utilize information and data from other sources not supplied by Everbridge directly(e.g., Twitter)(collectively"Other Data"), Everbridge disclaims any and all liability of any kind or nature resulting from any inaccuracies or failures with respect to all Other Data. 2. Incident Management. For Customers purchasing the Incident Management Service: (a) Customers may only designate the number of Incident Operators and Incident Administrators 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; and (d) Customer shall be provided the number of incident templates purchased pursuant to the Quote. If Customer exceeds the number of Incident Operators, Incident Administrators or incident templates purchased, Customer shall be charged the applicable fees then in effect for additional Incident Operators, Incident Administrators or incident templates,as applicable. 4 DocuSign Envelope ID:84AC93A5-0882-4236-9052-37D9FA3E9D6D WEA/IPAWS Addendum to Everbridge, Inc. Service Agreement This WEA/IPAWS Addendum to the Everbridge Service Agreement ("Addendum") is entered into this 1st day of October, 2014, by and between Everbridge, Inc., a Delaware corporation ("Everbridge"), and Orange County, NC ("Customer"). Everbridge and Customer entered into an Everbridge Service Agreement effective October 1, 2014 ("Agreement"). All capitalized terms used herein without definition shall have their respective meanings set forth in the Agreement. WHEREAS, Customer desires to access the Integrated Public Alert Warning System ("IPAWS") Open Platform for Emergency Networks through the Everbridge mass notification services; WHEREAS, the Parties desire to reflect the additional terms and conditions on which Customer will have such access; NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, and other good and valuable consideration, the Parties agree to amend the Agreement as follows: 1. IPAWS Authorization: Customer represents and warrants to Everbridge that any employee, agents, or representatives of Customer who access IPAWS-OPEN using Customer's credentials provided by FEMA (each, an "IPAWS User"), are authorized by FEMA to use IPAWS-OPEN, have completed all required training, and Customer has executed an IPAWS Memorandum of Agreement ("MOK) with FEMA. Customer shall contact Everbridge immediately upon any change in Customer or any IPAWS User's right to access IPAWS-OPEN. Customer shall only access IPAWS-OPEN using its designated credentials and FEMA issued digital certificate ("Digital Certificate"). Customer acknowledges and agrees that Everbridge shall not have access to its credentials and that Customer assumes full responsibility for maintaining the confidentiality of any credentials issued to it. Customer shall be solely responsible for any and all claims, damages, expenses (including attorneys' fees and costs) that arise from any unauthorized use or access to IPAWS-OPEN. 2. Credentials: Customer shall load and maintain within its Everbridge account Organization, its Digital Certificate, COG ID, and Common Name. Customer authorizes and requests Everbridge to use the foregoing stored information to connect Customer to IPAWS-OPEN. 3. Messaging: Customer 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; (ii) Everbridge shall not be liable as a result of any failure to receive messages distributed through IPAWS-OPEN; (iii) IPAWS may include additional features not supported through the Everbridge system, and Everbridge shall not be required to provide such additional features to Customer; and (iv) Customer shall be solely responsible and liable for the content of any and all messages sent through IPAWS-OPEN utilizing its access codes. 4. Term: Customer acknowledges and agrees that access to IPAWS-OPEN shall be available once Customer 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 Customer 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. 5. Remaining Terms. All other terms and conditions of the Agreement remain in full force and effect as amended by this Amendment. 6. Authority. Customer represents and warrants that it has all necessary legal authority to enter into this Addendum for itself and on behalf of any of its affiliates that are parties to the Agreement or that have been using the Services under the Agreement. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written. EV R R&QrgFd,0C. CUSTfeM;�ah By Ua �udVa By f jOV�l�It C1AaM�Mt V SCt l� 530793B7235342D... 0637994B755E477... Title CFO Title County Manager WEA/IPAWS Addendum 3.21.14