HomeMy WebLinkAboutC2019-661 - 12/10/2019 - Approved Addendum to GSA Approved End User License Agreement
This Addendum shall modify the agreement between the City of Corpus Christi (the "City" or
"Customer") and Everbridge, Inc. and shall supplement the GSA Approved End User License
Agreement (the"Agreement"). To the extent that any of these terms are inconsistent with the
terms of the Agreement, the terms in this addendum shall govern.
1. Non-Appropriation. The continuation of the Agreement after the close of any fiscal
year of the Customer, which fiscal year ends on September 30th annually, is subject to
appropriations and budget approval specifically covering the Agreement as an
expenditure in said budget, and it is within the sole discretion of the Customer's City
Council to determine whether or not to fund the Agreement. The Customer does not
represent that this budget item will be adopted, as said determination is within the City
Council's sole discretion when adopting each budget.
City of Corpus Christi
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Everbridge, Inc. RE ECCA HUERTA
CITY SECRETARY For City Attorney
Signature:
Print Name: Phillip E. Huff
Title: Chief Accounting Officer Date: 10/30/2019
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Everbridge, Inc.
GSA Approved End User License Agreement
This End User License Agreement ("Agreement") is entered communications by Users using the Solutions. Customer shall
into by and between Everbridge, Inc. ("Everbridge") and an promptly notify Everbridge if it becomes aware of any User
Ordering Activity,an entity entitled to order under GSA Schedule action or omission that would constitute a breach or violation of
contracts as defined in GSA Order ADM 4800.2H, as may be this Agreement.
revised from time to time("Customer"),effective on the date of
signature by an authorized signatory on the Quote or other 3.2 Customer Data. "Customer Data" is all electronic
ordering document ("Effective Date"). Everbridge and data transmitted to Everbridge in connection with the use of the
Customer are each hereinafter sometimes referred to as a Solutions, including data submitted by Contacts. Customer Data
"Party"and collectively,the"Parties." provided by Customer shall be true, accurate, current and
complete, and shall be in a form and format specified by
1. SERVICE. Everbridge. Customer shall have sole responsibility for the
accuracy, quality, integrity, legality, reliability, and
1.1 Orders.Everbridge shall provide Customer access appropriateness of all Customer Data. Customer represents that
to its proprietary interactive communication solutions (the it has the right to authorize and hereby does authorize Everbridge
"Solutions")subject to the terms and conditions set forth in this and its"Service Providers"to collect,store and process Customer
Agreement and the description of services and pricing provided Data subject to the terms of this Agreement."Service Providers"
in the applicable quote (the "Quote"). If applicable, Everbridge shall mean communications carriers, data centers, collocation
shall provide the training and professional services set forth in and hosting services providers, and content and data
the Quote. Collectively,the Solutions and professional services management providers that Everbridge uses in providing the
are referred to as the "Services". Everbridge shall provide Solutions. Customer shall maintain a copy of all Customer
Customer with login and password information for each User(as Contact data that it provides to Everbridge. Customer
defined below) and will configure the Solution to contact the acknowledges that the Solutions are a passive conduit for the
maximum number of Contacts (as defined below) or Users, as transmission of Customer Data and Everbridge shall have no
applicable depending on the Solutions ordered. Unless liability for any errors or omissions or for any defamatory,libelous,
otherwise provided in the applicable Quote or documentation, offensive or otherwise objectionable or unlawful content in any
Services are purchased as annual subscriptions. Customer Data,or for any losses,damages,claims,suits or other
actions arising out of or in connection with any Customer Data
1.2 Users; Contacts."Users"are individuals who are
sent, accessed, posted or otherwise transmitted via the
authorized by Client from time to time to use the Solutions for
the purposes of sending notifications, configuring templates, Solutions.
reporting or managing data, serving as system administrators, 4. TERM. This Agreement will commence on the Effective
or performing similar functions, and who have been supplied Date and will continue in full force and effect until all executed
user identifications and passwords by Client.Users may include Quotes have terminated.
employees and contractors of Customer or an Included
Department. "Included Department" means any enterprise 5. TERMINATION; SUSPENSION.
department, office, agency, or other entity that receives a
majority of its funding from the same general or enterprise fund, 5.1 Termination by Either Party. [Intentionally
as applicable,as the Customer."Contacts"are individuals who Deleted]
Customer contacts through the Solutions and/or who provides
their personal contact information to Everbridge, including 5.2 Termination by Everbridge. [Intentionally
through an opt-in portal. If applicable to the particular Solution, Deleted]
the number of Users and/or Contacts that may be authorized by 5.3 Suspension. Everbridge may suspend, with or
Customer is set forth on the Quote. without notice, the Solution or any portion for (i) emergency
2. PAYMENT TERMS. Customer shall pay the fees set forth network repairs, threats to,or actual breach of network security;
in the Quote("Pricing"). All pricing must be consistent with the or(ii)any legal, regulatory, or governmental prohibition affecting
Schedule Price List. If Customer exceeds the usage levels the Solution. In the event of a suspension, Everbridge shall use
specified in the Quote,then Everbridge may invoice Customer for its best efforts to notify Customer through its Customer Portal
any overages at rates consistent with the Schedule Price list. and/or via email prior to such suspension and shall reactivate any
.Professional Services must be used within 12 months from date affected portion of the Solution as soon as possible.
of purchase. 6. PROPRIETARY RIGHTS.
3. RESPONSIBILITIES. 6.1 Grant of License. Everbridge hereby grants to
3.1 Users. Customer shall undergo the initial setup Customer, during the term of this Agreement, a non-exclusive,
and training as set forth in the Implementation — Standard non transferable, non-sublicensable right to use the Solutions
inclusion sheet provided with the Quote. The Implementation subject to the terms and conditions of this Agreement. Upon
sheet provides a detailed list of the services included as part of termination of this Agreement for any reason, the foregoing
the implementation purchased and the corresponding timelines. license shall terminate automatically and Customer shall
Customer shall be responsible for: (i) ensuring that Users discontinue all further use of the Solutions.
maintain the confidentiality of all User login and password 6.2 Restrictions. Customer shall use the Solutions
information; (ii) ensuring that Users use the Services in solely for its internal business purposes and shall not make the
accordance with all applicable laws and regulations, including Solutions available to,or use the Solutions for the benefit of, any
those relating to use of personal information; (iii)any breach of third party except as expressly contemplated by this Agreement.
the terms of this Agreement by any User; and (iv) all
GSA End User License Agreement(based on MSA v6 1.29.17) 1
Customer shall not: (i) copy, modify, reverse engineer, de- affiliate organizations having a need to know; or (ii) to the
compile, disassemble or otherwise attempt to discover or personnel of the Receiving Party's consultants and service
replicate the computer source code and object code provided or providers having a need to know, and only then if such
used by Everbridge in connection with delivery of the Solutions consultants and service providers are bound by confidentiality
(the "Software") or create derivative works based on the and non-disclosure commitments substantially similar to those
Software, the Solutions or any portion thereof; (ii) merge any of contained herein. Each Party agrees to protect the Confidential
the foregoing with any third party software or services; (iii) use Information of the other Party with the same level of care that it
any Everbridge Confidential Information to create a product that uses to protect its own confidential information, but in no event
competes with the Software; (iv) remove, obscure or alter any less than a reasonable level of care.
proprietary notices or labels on the Software or any portion of the
Solutions; (v)create internet "links" to or from the Solutions, or 8. WARRANTIES; DISCLAIMER.
"frame"or"mirror"any content forming part of the Solutions,other
8.1 Everbridge Warranty. Everbridge shall use
than on Customer's own intranets for its own internal business commercially reasonable efforts to provide the Services herein
purposes; (vi) use, post, transmit or introduce any device, contemplated.To the extent professional services are provided,
software or routine (including viruses, worms or other harmful Everbridge shall perform them in a professional manner
code)which interferes or attempts to interfere with the operation consistent with industry standards.
of the Solutions; (vii) use the Solutions in violation of any
applicable law or regulation; or (viii) access the Solutions for 8.2 Disclaimer. NEITHER EVERBRIDGE NOR ITS
purposes of monitoring Solutions availability, performance or LICENSORS WARRANT THAT THE SOLUTION WILL
functionality, or for any other benchmarking or competitive OPERATE ERROR FREE OR WITHOUT INTERRUPTION.
purposes. WITHOUT LIMITING THE FOREGOING,IN NO EVENT SHALL
6.3 Reservation of Rights. Other than as expressly set EVERBRIDGE HAVE ANY LIABILITY TO CUSTOMER,
forth in this Agreement,Everbridge grants to Customer no license USERS, CONTACTS OR ANY THIRD PARTY FOR
or other rights in or to the Solutions, the Software or any other PERSONAL INJURY (INCLUDING DEATH) OR PROPERTY
proprietary technology, material or information made available to DAMAGE ARISING FROM FAILURE OF THE SOLUTION TO
Customer through the Solutions or otherwise in connection with DELIVER AN ELECTRONIC COMMUNICATION, HOWEVER
this Agreement(collectively,the"Everbridge Technology"),and CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF
all such rights are hereby expressly reserved. Everbridge (or its EVERBRIDGE HAS BEEN ADVISED OF THE POSSIBILITY
licensors where applicable) owns all rights, title and interest in OF SUCH DAMAGE. THIS AGREEMENT DOES NOT LIMIT
and to the Solutions, the Software and any Everbridge OR DISCLAIM ANY OF THE WARRANTIES SPECIFIED IN
Technology, and all patent, copyright, trade secret and other THE GSA SCHEDULE 70 CONTRACT UNDER FAR 52.212-
intellectual property rights ("IP Rights")therein, as well as(i)all 4(0). IN THE EVENT OF A BREACH OF WARRANTY, THE
feedback and other information (except for the Customer Data) U.S. GOVERNMENT RESERVES ALL RIGHTS AND
provided to Everbridge by Users,Customer and Contacts,and(ii) REMEDIES UNDER THE CONTRACT, THE FEDERAL
all transactional, performance, derivative data and metadata ACQUISITION REGULATIONS, AND THE CONTRACT
generated in connection with the Solutions. DISPUTES ACT,41 U.S.C.7101-7109.
7. CONFIDENTIAL INFORMATION. 8.3 Customer Representations and Warranties.
Customer represents and warrants that during use of the
7.1 Definition; Protection. As used herein,. Solutions, Customer shall (i) clearly and conspicuously notify
"Confidential Information" means all information of a Party Contacts of the way in which their personal information shall be
("Disclosing Party") disclosed to the other Party ("Receiving used, and (ii) have primary safety and emergency response
Party"),whether orally, electronically,in writing,or by inspection procedures including, without limitation, notifying 911 or
of tangible objects (including, without limitation, documents or equivalent fire, police, emergency medical and public health
prototypes),that is designated as confidential or that reasonably officials (collectively, "First Responders"). Customer
should be understood to be confidential given the nature of the acknowledges and agrees that Everbridge is not a First
information and the circumstances of disclosure. Confidential Responder,and that the Solutions does not serve as a substitute
Information includes without limitation,any personally identifiable for Customer's own emergency response plan, which in the
Customer Data, all Everbridge Technology, and either Party's event of an actual or potential imminent threat to person or
business and marketing plans, technology and technical property, shall include contacting a First Responder prior to
information, product designs, reports and business processes. using the Solutions. Customer represents and warrants that all
Confidential Information shall not include any information that: (i) notifications sent through the Solutions shall be sent by
is or becomes generally known to the public without breach of authorized Users, and that the collection, storage and
any obligation owed to the Disclosing Party;(ii)was known to the processing of Customer Data, and the use of the Solutions, as
Receiving Party prior to its disclosure by the Disclosing Party provided in this Agreement, will at all times comply with (x)
without breach of any obligation owed to the Disclosing Party;(iii) Customer's own policies regarding privacy and protection of
was independently developed by the Receiving Party without personal information;and(y)all applicable laws and regulations,
breach of any obligation owed to the Disclosing Party; or(iv) is including those related to processing, storage, use, disclosure,
received from a third party without breach of any obligation owed security, protection and handling of Customer Data.
to the Disclosing Party.The Receiving Party shall not disclose or 9. INDEMNIFICATION.
use any Confidential Information of the Disclosing Party for any
purpose other than performance or enforcement of this 9.1 By Customer.[Intentionally Deleted]
Agreement without the Disclosing Party's prior written consent,
unless (but only to the extent) otherwise required by a 9.2 By Everbridge.Everbridge shall indemnify and hold
governmental authority. The Receiving Party shall not disclose Customer harmless from and against any Claim against
any Confidential Information of the Disclosing Party except:(i)to Customer, but only to the extent it is based on a Claim that the
the personnel of the Receiving Party or its parent, subsidiary or Solution directly infringes an issued patent or other IP Right in a
2
country in which the Solution is provided to Customer. In the any court or other authority of competent jurisdiction to be
event Everbridge believes any Everbridge Technology is, or is invalid, illegal or unenforceable, that provision shall, to the
likely to be the subject of an infringement claim, Everbridge shall extent required, be deemed deleted and the remaining
have the option, at its own expense, to: (i) to procure for provisions shall continue in full force and effect.
Customer the right to continue using the Solution; (ii) replace
same with a non-infringing service; (iii) modify such Solution so 11.4 Assignment. Neither this Agreement nor any
that it becomes non-infringing; or (iv) refund any fees paid to rights granted hereunder may be sold, leased, assigned
Everbridge and terminate this Agreement without further liability. (including an assignment by operation of law), or otherwise
Everbridge shall have no liability for any Claim arising out of(w) transferred, in whole or in part, by Customer, and any such
Customer Data or other Customer supplied content,(x)use of the attempted assignment shall be void and of no effect without the
Solution in combination with other products,equipment,software advance written consent of Everbridge, which shall not be
or data not supplied by Everbridge, (y)any use, reproduction, or unreasonably withheld.
distribution of any release of the Solution other than the most
11.5 Governing Law. This Agreement shall be
current release made available to Customer, or (z) any governed and construed in accordance with the federal laws of
modification of the Solution by any person other than Everbridge. the United States of America.
9.3 Indemnification Process. Customer shall (a) 11.6 Notices. Either party may give notice at any time
promptly give notice of the Claim to Everbridge once the Claim is by any of the following: letter delivered by (i) nationally
known; (b) cooperate with Everbridge's efforts to defend and recognized overnight delivery service; (ii) first class postage
settle the Claim; and (c) provide Everbridge with all available prepaid mail;or(iii)certified or registered mail,(certified and first
information and reasonable assistance in connection with the class mail deemed given following 2 business days after mailing)
defense of the Claim. to the other party at the address set forth below. Either Party
10. LIMITATION OF LIABILITY. Except for breaches of may change its address by giving notice as provided herein.
Section 6,neither Party shall have any liability to the other Party Invoices shall be sent to the Customer's contact and address
for any loss of use,interruption of business, lost profits,costs of following Customer's signature below.
substitute services, or for any other indirect,special, incidental, 11.7 No Third Party Beneficiaries. There are no third
punitive, or consequential damages, however caused, under party beneficiaries to this Agreement.
any theory of liability, and whether or not the Party has been
advised of the possibility of such damage. Notwithstanding 11.8 Entire Agreement. [Intentionally Deleted]
anything in this Agreement to the contrary, in no event shall
Everbridge's aggregate liability, regardless of whether any 11.9 Marketing. Everbridge shall obtain Customer's
action or claim is based on warranty, contract, tort, express written consent in order to reference Customer's name
indemnification or otherwise, exceed amounts actually paid by and logo as an Everbridge customer in Everbridge publications,
Customer to Everbridge hereunder during the 12 month period its website, and other marketing materials.
prior to the event giving rise to such liability. Customer
understands and agrees that these liability limits reflect the 11.10 Survival. Sections 2, 3.2, 5.2, 6, 7, 9-11 and the
allocation of risk between the Parties and are essential elements applicable provisions of Exhibit A shall survive the expiration or
of the basis of the bargain,the absence of which would require earlier termination of this Agreement.
substantially different economic terms. This clause shall not
impair the U.S.Government's right to recover for fraud or crimes 11.11 Counterparts. This Agreement may be executed
arising out of or related to this Agreement under any federal in one or more counterparts,all of which together shall constitute
fraud statute. Furthermore, this clause shall not impair nor one original document. A facsimile transmission or copy of the
prejudice the U.S. Government's right to express remedies original shall be as effective and enforceable as the original.
provided in the schedule contract(i.e. Price Reductions, Patent 11.12 Export Compliant. Neither Party shall export,
Indemnification,Liability for Injury or Damage,Price Adjustment, directly or indirectly, any technical data acquired from the other
Failure to Provide Accurate Information). pursuant to this Agreement or any product utilizing any such
11. MISCELLANEOUS. data to any country for which the U.S. Government or any
agency thereof at the time of export requires an export license
11.1 Non-Solicitation. As additional protection for or other governmental approval without first obtaining such
Everbridge's proprietary information, for so long as this license or approval.
Agreement remains in effect, and for one year thereafter,
Customer agrees that it shall not, directly or indirectly, solicit, 11.13 Equal Employment Opportunity.Everbridge,Inc.
hire or attempt to solicit any employees of Everbridge;provided, is a government contractor and is subject to the requirements of
that a general solicitation to the public for employment is not Executive Order 11246, the Rehabilitation Assistance Act and
prohibited under this section. VEVRAA. Pursuant to these requirements, the Equal
Opportunity Clauses found at 41 Code of Federal Regulations
11.2 Force Majeure; Limitations. See GSA Schedule sections 60-1.4(a) (1-7), sections 60-250.4(a-m), sections 60-
70 contract and individual ordering document. 300.5 (1-11) and sections 60-741.5 (a) (1-6) are incorporated
herein by reference as though set forth at length, and made an
11.3 Waiver; Severability. The failure of either Party express part of this Agreement.
hereto to enforce at any time any of the provisions or terms of
this Agreement shall in no way be considered to be a waiver of
such provisions. If any provision of this Agreement is found by
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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.
If Client Is Ordering Nixie®Branded Products or Community Engagement:
1. Client grants to Everbridge a non-exclusive,royalty free,worldwide and perpetual right and license(including sublicense)
to(a)use,copy,display,disseminate,publish,translate,reformat and create derivative works from communications Client
sends through the Solutions for public facing communications to citizens, other public groups and public facing websites,
including social media(e.g.,Google®,Facebook®)(collectively,"Public Communications"),(b)use and display Client's
trademarks, service marks and logos, solely as part of the Public Communications to Contacts who have opted in to
receive those Communications, and on other websites where Everbridge displays your Public Communications, as
applicable,and(c)place a widget on Client's website in order to drive Contact opt-in registrations.
If Client Is Ordering Everbridge Branded Products:
1. Data Feeds. 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, 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. "Data Feed"
means data content licensed or provided by third parties to Everbridge and supplied to Customer 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 Customers purchasing the Incident Management or IT Alerting Solution, unless
designated as unlimited: (a) Customers 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)Customer 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.
4
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 (PAWS 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 full responsibility for maintaining the confidentiality of any credentials issued to it.
1. 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.
2. 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; (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 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.
3. 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.
5
Terms&Conditions
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.
Authorized by Everbridge:
Signature: Date: 10/24/2019
Name(Print): Title:
Phillip E. Fluff Chief Accounting Officer
To accept this quote,sign,date and return:
Signature: n 1 ,. ' Date: k 2 ,
Name(Print): Title:
‘6-4A, gpu ` L`ccl�r o-F
and Procuiernvive
'proved as to form: l i4I' ATTEST: �� - - A- 1111
RE=SCCA HUERTA
ccr^RFTARY
.IL
sistant City Attorney 155 North Lake Avenue,Suite 900
.=or City Attorney Pasadena,CA 91101 USA
Tel: +1-818-230-9700
Fax:+1-818-230-9505
THANK YOU FOR YOUR BUSINESS! MIS L.1 ..AU t t1UKILL+
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SECRETAR'
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