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'Irreverbridge"
<br />Everbridge, Inc.
<br />Mater Services Agreement
<br />This Master Services Agreement ("Agroement") is entered
<br />into by and between Eveibndge, Inc. ("Everbndi and City of
<br />North Olmstead, OH ("Client"), effective on the date of Client's
<br />signature below ("Effective Date"). Everbridge and Client are
<br />each sometimes referred to as a "Party" and collectively, the
<br />"Parties."
<br />1. SERVICES.
<br />1.1 Orders. Everbridge shall provide Client access to its
<br />proprietary interactive communication solutions (the 'Solutions')
<br />subject to the beans and conditions set forth in this Agreement and
<br />the descroon of services and pricing provided in the applicable
<br />quote or other ordering document (eg., statement of work) (the
<br />'Quote') and the applicable Solution documentation (the
<br />'Documentafl ). If applicable, Everbridge shall provide the
<br />training and prolessionat services ('Professional Services') set
<br />forth in the Quote. Collectively, the Solutions and Professional
<br />Services are referred to as the 'Services'. Everbridge shall
<br />provide Client with login and password information for each User
<br />(as defined below) and will configure the Solutions based on the
<br />maximum number of Contacts (as defined below) or Users, as
<br />applicable depending on the Solutions ordered. Client shall
<br />undergo the initial setup and training as set forth in the onboarding
<br />Documentation within sixty (60) days of the Effective Date. Unless
<br />otherwise provided in the applicable Quote or Documentation,
<br />Services are purchased as annual subscriptions.
<br />1.2 Usam; Contacts.'Usen" are individuals who are
<br />authorized by Client from time to time to use the Solutions for the
<br />purposes of "riding notifications, configuring templates, reporting
<br />or managing data, serving a system administrators, or performing
<br />similar functions, and who have been supplied user identifications
<br />and passwords by Client. Users may include employees and
<br />contractors of Client or an Included Department. -Included
<br />Department' means any enterprise department, office, agency, or
<br />other entity mat receives a majority of its funding from the same
<br />general or enterprise fund, as applicable, as the Client. `Contacts'
<br />are individuals who Client contacts through the Solutions and/or
<br />who provides their personal contact information to Everbridge,
<br />including through an apt -in portal. If applicable to the particular
<br />Solution, the number of Users and/or Contacts that may be
<br />authorized by Client is set forth on the Quote.
<br />1.3 Affiliated Ermtiss. Departments, divisions, agencies
<br />or governmental entities which are affiliated politically,
<br />operationally or otherwise with Client, and which are not an
<br />Included Department (each, an 'Affiliated Eni may purchase
<br />Services to the same extent as Client, provided, that the Affiliated
<br />Entity purchases the Services on the same terms and conditions
<br />as are contained in this Agreement pursuant to a fully executed
<br />Quote agreed to by Everbridge and such Affiliated Entity. Client
<br />and the Affiliated Entity shall maintain separate accounts with
<br />Evebndge. Soley as to the Agreement between Everbridge and
<br />such Affiliated Entity, all terms and references to "Client shall refer
<br />to such Affiliated Entity upon execution of an applicable Quole. By
<br />executing a Quote each Affiliated Entity agrees to be bound by all
<br />the terms and conditions herein as to such Affiliated Entity. An
<br />entity that otherwise qualifies under this definition will be included
<br />within the meaning of Affiliated Entity even though it qualifies after
<br />the execution of this Agreement.
<br />2. PAYMENT TERMS. Everbridge shall invoice Client annually
<br />in advance for all Solutions and Professional Services, and Client
<br />shall pay the fees act forth in the Quota within thirty (30) days from
<br />SLG Maser services Pgmernei February 2012
<br />date of invoice. If Client exceeds any rombased numbers,
<br />messaging credits or other usage levels specified in the Quote,
<br />(hen Everbridge may invoice Client for any overages at the then
<br />applicable rate. All Professional Services must be used within 12
<br />months from data of purchase. Late payments shall accrue interest
<br />at a rate of one and one-half percent (1.5%) per month or the
<br />highest rate allowed by applicable law, whichever is lower. Such
<br />interest shall be in addition fo any other rights and remedies of
<br />Everbndge. Unless otherwise provided, the fees set forth in the
<br />Quote do not include any local, state, federal or foreign lazes,
<br />levies or duties of any nature, all of which Client is responsible for
<br />paying, except for those relating to Everbridge's net income or
<br />property. If Everbridge is legally obligated to collect or pay taxes
<br />for which Client Is responsible, the appropriate amount shall be
<br />invoiced to and paid by Client, unless Client provides a valid tax
<br />exemption certificate.
<br />3. RESPONSIBILITIES.
<br />3.1 Client Data. Client shall retain all ownership rights
<br />in all Contact data and all electronic data Client transmits to
<br />Everbridge to or through the Solutions ('Client Do%'). Client
<br />represents that it has the right to authorize and hereby does
<br />authorize Everbridge to collect, stare and process Client Data
<br />subject to the terms ofthis Agreement. Client shall maintain a copy
<br />of all Contact data it provides to Evebridge.
<br />3.2 Use of Solutions. Client is responsible for all activity
<br />occurring under Client's accounts) and shall comply with all
<br />applicable Privacy Laws (as defined below) and all other
<br />applicable laws and regulations in connection with Client's use of
<br />the Services, including its provision of Client Data to Everbridge.
<br />Client shall be responsible forensuring that there ra a lawful basis
<br />for sending communications through the Solutions fo Contacts
<br />including, where applicable, obtaining the required consent of
<br />Contacts. Client shall use the Service in accordance with
<br />Everbricige's then applicable Acceptable Use Policy posted on
<br />www. evebridge.com. Client shall promptly notify Everbridge of
<br />any unauthorized use of any password or account of which Client
<br />becomes aware. Client acknowledges that the Solutions are a
<br />passive conduit for the transmission of Client Data, and Everbridge
<br />has no obligation to screen, preview or monitor content, and shall
<br />have no liability for any emors or omissions or for any defamatory,
<br />libelous, offensive or otherwise unlawful content in any Client
<br />Dots, or for any lasses, damages, claims, or other actions arising
<br />out of or in connection with any data sent, accessed, posted or
<br />otherwise transmitted via the Solutions by Client, Users or
<br />Contacts, except to the extent such losses are caused directly by
<br />the ads or omissions of Everbridge personnel.
<br />3.3 Doh Privacy. Evebridge shall abide by all applicable
<br />Privacy Laws in connection with the operation of the Solutions.
<br />vacy Laws means all U.S. federal and state laws and
<br />regulations regarding consumer and data protection and privacy.
<br />3.4 Data Security. Everbridge's IT security and
<br />compliance program includes the following standards generally
<br />adopted by industry leading Sal providers'. (i) reasonable and
<br />appropriate technical, organizational, and security measures
<br />against the destruction, lass, unavailability, unauthorized access
<br />or alteration of Client Date In the possession or under the control
<br />of Evebirl including measures to ensure the availability of
<br />informal following interruption to, or failure of, conical business
<br />processes; and (ii) an annual assessment of its security controls
<br />performed by an accredited third party audit firm in accordance
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