HomeMy WebLinkAboutCAG2023-184 - Original - Alert Media, Inc. - AlertMedia Emergency Mass Notification System - 04/01/2022 FOR CITY OF KENT OFFICIAL USE ONLY
Sup/Mgr: �!_S/JE
Agreement Routing Form Dir Asst:
_1Z 40 • For Approvals,Signatures and Records Management Dir/Dep: MC
KEN T This form combines&replaces the Request for Mayor's Signature and Contract Cover (Optional)
W A S H I N G T O N Sheet forms.
Originator: Department:
Lynnette Smith IT
Date Sent: Date Required:
> 03/18/2023
0
0. Director or Designee to Sign. Date of Council Approval:
Q Interlocal Agreement Uploaded to Website ❑✓ N/A
Budget Account Number: Grant? Yes[:]No
T00011 (Y1) + 52001740 (Y2)
Budget?R]YesE]N o Type: N/A
Vendor Name: Category:
AlertMedia Contract
Vendor Number: Sub-Category:
2479378 Original
0
Project Name: AlertMedia - Notification System
E
3- Project Details: Emergency Mass Notification System - 1,000 users with message
c limits. Original - 2yr SaaS Subscription under Director authorization.
+0
c
a
W Agreement Amount: $19,980.95 Basis for Selection of Contractor: Direct Negotiation
*Memo to Mayor must be attached
Start Date: 04/01/2022 Termination Date: 03/31/2024
Q Local Business'El YesFv-]No* Ifineets requirements per KCC3.70.700,pleosecomplete'VendorPurchose-Local Exceptions"formonCityspace.
Business License Verification:ElYes El In-Process Exempt(KCC 5.01.045)
Notice required prior todisclosure? Contract Number: CAG2023-184
ElYes ✓ No
Comments:
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a+
3 —
Mike Carring , IT Director
a
°J 03/20/2023
Date.
M
c
in
Date Routed to the City Clerk's Office: 3/24/2 3
aaccW22373_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements
rev.20210513
AlertMedia
CONFIDENTIAL PROPOSAL FOR
City of Kent, WA
March 25, 2022
This proposal is valid until March 31 , 2022
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00
PROPRIETARY AND CONFIDENTIAL INFORMATION BELONGING TO ALERTMEDIA, Inc. t .
This document and the information contained herein contains trade secrets, confidential and
proprietary information belonging exclusively to AlertMedia, Inc. ("AlertMedia"). The recipient
hereof agrees-- to maintain the confidentiality of this document and the information contained ~'•
herein and therefore agrees not to disclose the contents to any third party;within the recipient's
organization to only share this information with persons employed by such organization with a `1
need to know; to only use this document and the information contained herein to assess the
products and services to be provided by AlertMedia;and to return or destroy all copies of this
document upon request by AlertMedia.
2 INTRODUCTION
The team at AlertMedia is pleased to present you with this proposal, and we are excited to have
the opportunity to work with your organization.
When critical incidents occur, and you need to quickly communicate with your audience, use
AlertMedia to securely and reliably deliver notifications within seconds. Send two-way
communications over text message, voice call, mobile app push, email, social media, and
unlimited custom channels to keep your people safe and informed.
Simple and Intuitive Screens
Enjoy a modem user experience that requires no training.
World-Class Customer Support
Succeed with the ongoing help of your dedicated account manager.
Any-Channel Communication
Reach your audience on any channel, anywhere in the world.
Unmatched Reliability & Speed
1 Benefit from our global reach and enterprise infrastructure.
Audience Participation
Collect audience feedback through surveys, confirmations, and replies.
Local Threat Intelligence
Monitor for events that might impact the safety of your people.
{f Streamlined Onboarding
�. Easily sync your people data and roll out AlertMedia to your team.
Enterprise Security
We offer encryption at-rest and in-transit, SOC 2 and GDPR compliance.
In over 90 countries, leading organizations use AlertMedia to keep their
people safe, informed, and connected during critical events.
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Confidential AlertMedia Proposal for City of Kent, WA Page 2 of 5
QUOTE SUMMARY
COMMUNICATIONALERTMEDIA SOFTWARE
Any-Channel Message Delivery
Interact with your audience using SMS/text, voice (mobile or landline), email, mobile
application, social media, or any custom channel
Usage: First 120,000 SMS/text messages per year included.Additional texts billed at$0.015 per
text.First 120,000 voice minutes per year included. Additional minutes billed at$0.03 per minute.
Dedicated Account Manager, Account Setup, and Training
We assign you an experienced, dedicated Customer Success Manager to setup your
account, train your admins, and oversee the ongoing support of your people.
Automated Data Sync
We'll help you sync your peoples'data via Active Directory, CSV files, or SFTP_
Unlimited Admins
Empower all your global and local admins to communicate during critical events.
Smartphone Users—iOS and Android Downloads
Your admins and audience will have access to the AlertMedia experience and in-app
messaging via our native mobile apps.
24/7 Support for All Your People
Our staff are available to you and your audience around the clock to provide support.
Threat Content
Access global threat intelligence and alerts within AlertMedia (i.e. severe weather, traffic,
disasters, and other incidents that might threaten the safety of your people).
Assigned Emergency Number
Your organization gets a dedicated phone number(local or 800)that gives your
audience a direct line into the AlertMedia system and your team.
,,,ADDITIONAL
Single Sign-On Not
Leverage your organization's user authentication process. Included
Application Programming Interface(API)Access Not
Customize your experience with development and integrations. Included
Scheduling Not
Track schedules to send notifications to available people. Included
Desktop Client
Send notifications to computer desktops, taking over the screen to deliver messages. Not
Unless otherwise noted, Customer can deploy the Desktop Client on the same number Included
of computers as the Included Audience defined on the Customer Acceptance Form.
Threat Assessment&Warnings
Our impact assessment engine continuously monitors for threats around the world,
calculating the proximity of those threats to your people, locations, and assets. You will Not
see impact details for each threat, as well as receive notifications as they occur via Included
email, app push, and/or text. Unless otherwise noted, Customer can track Threats
against their Included Audience and up to two locations.
�,onfidential AlertMedia Proposal for City of Kent, WA Page 3 of 5
4 QUOTE SUMMARY CONTINUED 014
Important Notes
• Setup and activation of your AlertMedia instance usually takes less than 24 hours.
• As an AlertMedia customer, you will be assigned a Customer Success Manager to assist
with setup, training, and ongoing assistance.
• SMS/text and voice minutes are included based on USA domestic notifications only. Any
SMS/text messages and voice minutes sent or received outside of USA will be billed
according to the rate card.
• One SMS/text consists of 160 characters (or 70 characters if using Non-GSM characters).
Your usage will be measured per SMS/text.
• Usage amounts given in Any Channel Message Delivery are for annual payment option. If
Customer chooses to pay monthly, included Usage will be converted to monthly amount
by dividing the Usage numbers by 12.
• If you need the team at AlertMedia to develop any custom integrations, such work will be
subject to a mutually agreeable Statement of Work which outlines the scope and pricing
of such development.
■ This price quote assumes acceptance of AlertMedia's standard Terms of Service.
Changes to our standard Terms of Service may result in an increase in price or other
adjustments to this quote.
■ This proposal is confidential, and we ask that you do not share this information.
Confidential AlertMedia Proposal for City of Kent, WA Page 4 of 5
5 CUSTOMER ACCEPTANCE FORM
Please sign this page and return the entire proposal to: cole.morgan@alertmedia.com
Subscription Price: [ ] $ 1 Ag $796/month (End of Quarter Discount)
(Please select one)
l $9 552 $9,074/year (Includes 5% Annual Payment Discount)
Included Audience: 1,000 People
Additional people:Customer can add more than the included number of
people at a rate of$0.80 per person per month.
Term: 2 Years
Planned Use: Customer will use AlertMedia to:
• Send emergency notifications when critical events, such as
severe weather or workplace violence, threaten the health and
safety of message recipients.
Acceptance
Please sign and date this Customer Acceptance Form to indicate your acceptance of this Proposal
as an authorized representative of Customer. Your Alert Media account will be activated within
24 hours of returning this page to Alert Media. Payment will be due net-30 days from the date of
acceptance of this proposal. Fees for the Services shall increase by 3.9% each year of the
Agreement. This Customer Acceptance Form is governed by the Terms of Service found at
hftp://www.alertmedia-com/terms-of-service.
ACCEPTED on the DAY of M , 2022
i Y: of Kent, WA
ti
(signature)
(print name)
(title)
Confidential AlertMedia Proposal for City of Kent, WA Page 5 of 5
•
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.(https://www.alertmedia.com).
Terms of Service
Why AIertMedia_(Lw—hy-alertmedia/) Prod ucts_(Lproducts) Pricing_((pricingQ Resources_(https://www.alertmedia.com/resources/).
We're Hiring!_(careers).
IN(HTTPS://DASHBOARD.ALERTMEDIA.COM/#/LOGIN). TRY IT FREE(/TRY-IT-FREE/)
These Terms of Service,together with the Quote Summary and Customer Acceptance Form(collectively,the"Agreement"),govern Customer's and Customer's Authorized
Users'acquisition and use of Alert Media's Services.
Acceptance.By entering into a Customer Acceptance form or otherwise using the Services,the Customer's signatory or user of the Services agrees on behalf of the Customer
entity entering into this Agreement("Customer")to be bound by this Agreement as of that date(the"Effective Date")and represents he or she has the power and authority to
enter into this Agreement on behalf of Customer.In the event Customer submits a purchase order to Alert Media,any terms and conditions contained therein are rejected and
the use of the Services is bound only by this Agreement.
1.Defined Terms.
"Affiliate"means a person or entity that owns,is owned by,or is under common control with a party,and"control"in this definition means that a person or entity owns more than
50%of the equity interest of any entity and/or has the ability to control the management of such entity.
"Alert Media"or"AlertMedia"means Alert Media,Inc.,a Delaware corporation.
"Authorized Users"means individuals who are authorized by Customer to use the Services,including those who have been supplied user identifications and passwords by
Customer.Authorized Users may include the employees,consultants,contractors,agents,or other designees of Customer and its Affiliates,but shall not knowingly include any
employee or agent of any Alert Media competitor.
"CCPA"means the California Consumer Privacy Act(as amended).
"Customer Acceptance Form"or"Quote Summary"means a document issued by Alert Media and executed or otherwise agreed upon by authorized representatives of the
Customer which specifies,among other things and as applicable,a description of the Services,the Fees,payment terms,and any other details specifically related to the Services.
"Customer Data"means all information and data(including text,images,photos,videos,audio,and documents)or any other content in any media and format provided or made
available to Alert Media by or on behalf of Customer in relation to the use of the Services,including Customer Personal Information.
"Customer Personal I nformation"means Personal Information that Alert Media collects,receives and/or otherwise processes pursuant to its provision of the Services to
Customer.
"Personal Information"means information that directly or indirectly identifies,could be used to identify,or is otherwise reasonably linked or linkable to an individual;it includes
information defined as"personal information'or"personal data'under applicable privacy and data protection laws,including the CCPA.
"Services"means Alert Media's proprietary critical event communications platform and associated applications,and any additional products and services that are ordered by
Customer pursuant to a Customer Acceptance Form or otherwise.
Capitalized terms not otherwise defined above are defined elsewhere in the Agreement.
2.Alert Media Services.
(a)Services.During the Term,and subject to the terms and conditions of this Agreement,Alert Media shall provide the Services to Customer and its Authorized Users as
indicated on the Customer Acceptance Form solely for Customer's internal business purposes.
(b)Service Level.The Services shall include access to Alert Media's proprietary platforms,on a monthly subscription basis,with an availability equal to or greater than 99.9%
("Availability Commitment"),except for(a)planned downtime(of which Alert Media shall give reasonable advance notice),and(b)unavailability caused by a force majeure event.
If Alert Media fails to meet the Availability Commitment in any consecutive two-month period,Alert Media will,upon request,refund Customer 50%of the pro-rata amount of
fees paid by Customer during those two months.
(c)Protection of Customer Data.Alert Media will maintain reasonable administrative,physical,and technical safeguards designed to protect the security,confidentiality and
integrity of Customer Data.Those safeguards will include measures designed to prevent unauthorized access,use,modification or disclosure of Customer Data;provided that
Alert Media may use or disclose Customer Data:(a)to provide the Services and prevent or address technical problems,(b)as compelled by law,or(c)as permitted by Customer
d Third Part Content.Alert Media may include third party content,such as alerts or threats from the National Weather Service,local municipalities,counties,governmental
er third parties upon opt-in from a Customer and/or its Authorized Users("Third Party Content").Alert Media does not verify the accuracy of any Third Party
diaAl
presentation a ty aed
rA Content and assumes no liability for the delivery,or failure to deliver relevant Third Party
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(fps://www.aIertmedia.com)
1. 1.1.Customer shall(i)be responsible and liable for its,its I,Afffiliates'and their Authorized Users'compliance with this Agreement;(ii)be solely responsible for the accuracy,
quftyiRte l�l dial yt�leortmecfl°ia�r Dat�aoduc'ts prosdu�ts ich it i5r9cing�Ppr�rteneg�ted C ses°ourcDa�trat¢p .��`eveNeN aver meeia comS esou°rces e of the
Services,including not permitting any third party to access or use its user name,password,or account for the Services;(iv)be solely responsible and liable for all activity
conducted through its account by its Authorized Users in connection with the Services;(v)promptly notify Alert Media if Customer becomes aware of or reasonably
suspects any security breach,including any loss,theft,or unauthorized disclosure or use of Customer's(or any Authorized User's)user name,password,or account;and
(vi)use the Services only in accordancewith applicable laws and gov&{i 8rWVr RG6 ers)
N(HrTPsEioASHBOARDALEtRTMEDSACOM/#%LOGQrrij.hibitedbR, TplicableTFREE(/ RJCTFtREEe�shall not(i)use the Services to store or transmit any content,including Customer Data,that
may be infringing,defamatory,threatening,harmful,or otherwise tortious or unlawful,including any content that may violate intellectual property,privacy,rights of
publicity,or other laws,or send spam or other unsolicited messages in violation of applicable law;(ii)upload to,or transmit from,the Services any data,file,software,or link
that contains or redirects to a virus,Trojan horse,worm,malware,spyware,malicious code,time bomb,software lock,or other harmful component;(iii)use the Service to
send,or initiate the sending of,any promotional material(including any material which may be considered"junk"or"spam")or any other solicitation,(iv)attempt to modify,
copy or otherwise reproduce,create a derivative work of,reverse engineer,de-compile,hack,disable,interfere with,disassemble,copy,or disrupt the integrity or the
performance of the Services,in whole or in part,for any third-party use of the Services,or any third-party data contained therein;(v)use the Services to build a competitive
product or service or copy any ideas,features,functions,or graphics of the Services;(vi)attempt to gain unauthorized access to the Services or its related systems or
networks;(vii)use the Services for any activity unrelated to the purpose of the Services or that differs significantly from the authorized use of the Services set forth in the
Customer Acceptance Form("Planned Use");(viii)use the Services to replace typical non-emergency or non-critical communications systems(i.e.non-emergency conference
call systems)for widespread regular use unrelated to critical communications,or(ix)authorize,permit,or encourage any third party to do any of the above.
(f)Suspension.Alert Media may immediately suspend or terminate Customer's use of the Services and this Agreement to prevent any harm to Alert Media's network,its
business,or its other customers based on Customer's misuse or alleged misuse of the Services,including in violation of this Agreement.
3.Fees for Services.
(a)Fees.Customer will be charged for the use of the Services at the rates and frequency set forth on the Customer Acceptance Form,and Customer is responsible for all fees
and expenses as set forth therein(the"Fees").Unless otherwise set forth in the Customer Acceptance Form,Customer will pay all undisputed Fees due to Alert Media within
thirty(30)days of the receipt of an invoice.Fees for the Services shall increase by 3.9%each year of the Agreement.
(b)Late Fees.Alert Media may,in its sole discretion,charge a late fee on delinquent payments at the lesser of(i)the maximum amount chargeable by law;or(ii)one percent(1%)
per month from the date such payment was due until the date paid,provided that Alert Media notifies Customer of any delinquent amounts outstanding.
(c)Taxes.The Fees do not include any taxes,levies,duties or similar governmental assessments of any nature.Customer is responsible for paying all Taxes associated with the
subscription to the Services,except for Taxes based solely on Alert Media's net income.If Alert Media has the legal obligation to pay or collect Taxes for which Customer is
responsible under this section,the appropriate amount shall be invoiced to and paid by Customer,unless Customer provides Alert Media with a valid tax exemption certificate
authorized by the appropriate taxing authority.
4. Intellectual Property Rights.
(a)Customer Data.Customer and its Authorized Users shall retain all right,title,and interest in and to the Customer Data and all intellectual property rights therein.For the
purpose of supporting Customer's use of the Services,providing Services to Customer,and providing notifications to Authorized Users,Customer hereby grants Alert Media a
limited,worldwide,non-exclusive,non-transferable(except asset forth in Section 12(a))license to access,use,reproduce,electronically distribute,transmit,perform,format,
display,store,archive,and index the Customer Data.Subject only to the limited license expressly granted herein,nothing in this Agreement will confer on Alert Media any right
of ownership or interest in the Customer Data or the intellectual property rights therein.
(b)Usage Data.Customer shall own all right,title,and interest in and to any data that is collected by Alert Media from Customer or its Authorized Users in connection with the
use of and interaction with the Services("Usage Data").Customer grants to Alert Media a limited,non-exclusive,non-transferable(except asset forth in Section 12(a)),non-
sublicensable,royalty-free license to use such Usage Data in order to provide the Services to Customer,and as necessary to monitor and improve the Services.Additionally,
Customer agrees that Alert Media may use the Usage Data to collect,develop,create,extractor otherwise generate statistics and other information and to otherwise compile,
synthesize,and analyze such Usage Data("Blind Data").Notwithstanding anything in this Agreement to the contrary,to the extent that Alert Media collects or generates Blind
Data,such Blind Data will be owned solely by Alert Media and maybe used for any lawful business purpose without a duty of accounting to Customer,provided that such Blind
Data is not Personal Information and the source of such Blind Data is not identifiable.
(c)Alert Media Services.Alert Media shall retain and own all proprietary rights in and to all of Alert Media's intellectual property,including but not limited to all Alert Media
Services,including any updates,modifications,and enhancements,and any other services provided hereunder and all software,source code,trademarks,service marks,and
other intellectual property rights associated therewith.Customer may provide feedback to Alert Media concerning the functionality and performance of the Services
("Feedback")from time to time and Customer hereby assigns and agrees to assign all of its right,title,and interest in and to such Feedback to Alert Media.All of the foregoing
shall belong exclusively to Alert Media,with Alert Media having the sole right to obtain,hold and renew in its own name,patents,copyrights,trademarks,trade secrets,
registrations and/or other appropriate protection.
todemarks.Alert Media may,for the sole purpose of marketing its products,use the names,trademarks and other logos("Marks')of Customer in its list of
ing on its website and on other marketing materials),provided any such use will be in accordance with the Customer's standard usage guidelines relating to its
tiay e . tM i e a
(H JfiYogyer bd0yod that the Services,the terms of this Agreement,and any other proprietary or confidential information provided by Alert Media constitutes Alert
Media's valuable proprietary information and trade secrets and constitutes Alert Media's Confidential Information.Customer's Data,Usage Data,and any other proprietary or
confident g¢fj a by CwMgws-ft Lls�&rt* te Custq@}p 1rppp tial In#6gb1 j@@s_Rp ial nature of the
other's Confidential Information by retaining and using it in trust and confidence,solely for its internal use except as provided herein,and by using the same degree of protection
that such party uses to protect similar proprietary and confidential information,but in no event less than reasonable care.Each party shall have the right to seek an injunction
(without having to post a bond)to prevent any breach or continued breach of this section.Each receiving party agrees to promptly report any breaches of this section to the
W 're Hiri (car s)
disclosing party.Notwithstanding the foregoing,Confidential Information shalef not ncPL any inlormation which(i)is now,or hereafter becomes,through no actor failure to
act on the part of the receiving party,generally known or available to the public without breach of this Agreement by the receiving party;(ii)was acquired by the receiving party
without restriction as to use or disclosure before receiving such information from the disclosing party,as shown by the receiving party's files and records immediately prior to
NIHTIAxstr✓RYASftdSri4�ip�L �FAF�tdirlOd�tYa ��alivingpJFtY/ useordisclosurebyathirdpartyauthorizedtomakesuchdisclosure;or(iv)is
independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information,as shown by documents and other competent
evidence in the receiving party's possession.
(b)Privacy.The Parties agree that with respect to the Customer Personal Information,Customer is the"business"and Alert Media a"service provider'as those terms are
defined by the CC PA.
1.Without limiting any other provisions herein,Alert Media will only collect,use,retain,disclose and otherwise process Customer Personal Information as follows:
a.Alert Media may collect,use,retain,disclose and otherwise process Customer Personal Information(i)for the purpose of performing and maintaining the Services,
including in support of its internal operations which are ancillary to the provision of the Services,and as otherwise necessary for compliance with applicable laws,
and(ii)not for any other commercial purpose(as defined by the CCPA).
b.Alert Media may disclose Customer Personal Information to and permit the processing of Customer Personal Information by service providers who perform
services for or on behalf of Alert Media in support of its internal business purposes,provided such service providers are subject to equivalent contractual
requirements with respect to Customer Personal Information as apply to Alert Media under the Agreement.Alert Media will remain liable for the actions of its
service providers.
2.Alert Media certifies that it will not sell Customer Personal Information or retain,use or disclose Customer Personal Information except as set forth in this Section 5(b).
6.Representations,Warranties,Remedies and Disclaimers.
(a)Representations.Each party represents that it has validly entered into this Agreement and has the legal authority to do so.
(b)Warranties.Alert Media warrants that:(a)this Agreement,the Customer Acceptance Form,and any documentation provided by Alert Media accurately describes the
Services,and that these Services will not materially decrease in terms of features and functionality during the subscription period;(b)to the best of its knowledge,the Services
do not violate any patent,trademark,trade secret,copyright or any other right of ownership of any third party and(c)the Services provided by Alert Media will not knowingly
introduce malicious code,and that the Services will be scanned with commercially available anti-virus software.
(c)Customer Acknowledgement.Customer acknowledges that Alert Media's Services are often used during inherently dangerous,unpredictable events which pose threats to
Customer's employees and business.Customer further acknowledges that such events are completely outside the control of Alert Media.Therefore,Alert Media does not
assume any risk,liability or responsibility whatsoever for the use of Alert Media's Services by Customer,Authorized Users or any recipient of any notification or message.By
using Alert Media's Services,Customer and each Authorized User agrees to assume all of the risks associated with such use.Alert Media also has no control over third parties
including but not limited to cellular service providers,Internet service providers,Wi-Fi providers,phone carriers,first responders,emergency personnel,and/or communication
or device manufacturers.
(d)Alert Media Equipment.Tangible items or equipment provided by Alert Media("Alert Media Equipment")are subject to wear and tear and are not intended to be"fail safe:'
Accordingly,it is the sole and exclusive responsibility of Customer and its Authorized Users to test such Alert Media Equipment on a regular basis for wear and tear and possible
failure.
(e)Disclaimers.EXCEPT AS EXPRESSLY PROVIDED HEREIN,ALERT MEDIA EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES OF ANY KIND,WHETHER
EXPRESS,IMPLIED,STATUTORY,OR OTHERWISE INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,
TITLE,QUALITY,AND NONI NFRINGEMENT FURTHERMORE,ALERT MEDIA DOES NOT WARRANT THAT THE SERVICES WI LL MEET CUSTOMER'S SPECIFIC
REQUIREMENTS,OR THAT THE SERVICES WILL BE ERROR FREE,ALWAYS AVAILABLE,ACCESSIBLE,UNINTERRUPTED,TIMELY,SECURE,ACCURATE OR COMPLETE.
7.Limitation of Liability.
(a)Limitation of Liability.IN NO EVENT SHALL ALERT MEDIA OR ITS AFFI LIATES OR ANY OF ITS OFFICERS,DIRECTORS,EMPLOYEES,OR REPRESENTATIVES BE LIABLE
UNDER ANY THEORY OF LIABILITY,WHETHER I N AN EQUITABLE,LEGAL,OR COMMON LAW ACTION ARISI NG HEREUNDER FOR CONTRACT,STRICT LIABILITY,
'NDEM N ITY,TORT(INCLUDING NEGLIGENCE),OR OTHERWISE,FOR DAMAGES WH ICH,I N THE AGGREGATE,EXCEED THE FEES PAID BY CUSTOMER FOR THE
,7ERVICES WHICH GAVE RISE TO THE DAMAGES IN THE 12 MONTHS BEFORE THE CAUSE OF ACTION AROSE.
b Exclusion ofConsequentialandRelatedDamages.INNOEVENTWILLALERTMEDIAAND/OR ITS AFFILIATES OR ANY OF ITS OFFICERS,DIRECTORS,EMPLOYEES,OR
ES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS,REVENUES,GOODWILL,OR INDIRECT,
NTAL S UENTIALCO R,MSISINTERRUP �ANITIVE DAMAGES,WHETHERANACTIONISINCONTRACTORTORTAND
THA I
ONS IN THIS SECTION 7 SHALL APPLY EVEN IF ALERT MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH REMEDY
(tffW_ fif,YAoMFaMthS0Fa.l±"5SENTIALPURPOSE.THEFOREGOINGLIMITATIONSWILLNOTAPPLYTOTHEEXTENTPROHIBITEDBYLAW.
8. Indet9IIPELwhy_alertmedia/) Prod ucts_(Lproducts) Pricing_([pricingQ_ Resources_(https://www.alertmedia.com/resources/).
(a)Indemnification by Alert Media.Alert Media shall defend Customer from and against any and all third-party claims,suits,actions or proceedings(each,a"Claim")(i)that the
use of the Services as permitted hereunder infringes,violates or misappropriates any copyright,patent,trademark,trade secret or other intellectual property right of a third
party or(ii)arises due to the gross negligence or intentional misconduct of AWKrRWf d1Q?Atf48Annify Customer for any losses,damages and costs(including reasonable
attorneys'fees)("Losses')incurred by Customer in connection with any such Claim.Alert Media will have no liability for any Claim to the extent it arises from(i)a modification of
the Services by Customer or an Authorized User;(ii)use of the Services in violation of this Agreement or applicable law;(iii)use of the Services after Alert Media notifies
N Ii+T�rN§tABr&� eft ! !C'L�kt �glt�+�R�9r1fb18��J�?gementrRr�rNs gprWiWiFWU)(iv)thecombination,operation,or use of the Services with any other software,program,or
device not provided or specified by Alert Media to the extent such infringement would not have arisen but for such combination,operation,or use;or(v)Customer's use of the
Services in a manner that is inconsistent with its intended use.If the Services have become,or in Alert Media's opinion is likely to become,the subject of any such Claim,Alert
Media may at its option and expense(a)procure for Customer the right to continue using the Services asset forth hereunder;(b)replace or modify the Services or certain
functionalities to make it non-infringing;or(c)if options(a)or(b)are not reasonably practicable,terminate this Agreement.This Section 8(a)sets forth Alert Media's sole liability
(and Customer's sole remedy)regarding infringement or misappropriation of third party rights.
(b)Indemnification by Customer.Customer shall defend Alert Media from and against any and all Claims and shall indemnify Alert Media from and against all Losses incurred by
Alert Media in connection with any such Claim,to the extent arising out of or alleging:(i)that the Customer Data or Customer's use of the Services in violation of this Agreement
infringes,violates or misappropriates any copyright,patent,trademark,trade secret or other intellectual property right of a third party;or(ii)Customer's violation or breach of
Section 2(e)of this Agreement.
(c)Indemnification Procedures.As a condition to any indemnification hereunder,the indemnified party shall promptly notify the indemnifying party in writing of any claim for
which the indemnified party is seeking indemnification(provided that the failure to provide this notice will not relieve the indemnifying party of its indemnification obligations
unless such failure materially prejudices the indemnifying party's ability to defend the Claim)and cooperate in the defense of such claim to the extent reasonably requested by
the indemnifying party and at the indemnifying party's expense.The indemnifying party may assume control of the defense of such claim,provided,that the indemnified party
shall have the right to participate in the defense or settlement of such claim with legal counsel of its choosing and at its own expense.The indemnifying party will not settle any
claim that involves any remedy other than the payment of money by the indemnifying party(which consent may not be unreasonably withheld,delayed or rejected).
9.Term;Termination.
(a)Term.This Agreement will commence on the Effective Date and,unless earlier terminated,shall continue for the term set forth on the Customer Acceptance Form(the"Initial
Term').Following the Initial Term,this Agreement will automatically renew for successive periods equivalent in length to the Initial Term(each,a"Renewal Term"),unless either
party provides at least sixty(60)days prior written notice of its intent not to renew prior to the expiration of the then current Term.The Initial Term and any Renewal Terms are
collectively referred to herein as the"Term:'
(b)Termination.This Agreement may be terminated as follows:(i)By either party upon a breach of this Agreement that the breaching party has not cured within thirty(30)days
from receipt of written notice advising of such failure from the non-breaching party;or(ii)by either party if the other party files a petition for bankruptcy or insolvency,has an
involuntary petition filed against it,commences an action providing for relief under bankruptcy laws,files for the appointment of a receiver,or is adjudicated a bankrupt concern.
(c)Data Portability.Upon request by Customer made within 30 days after the date of termination or expiration of this Agreement,Alert Media will continue to make the
Customer Data available to Customer for export or download.After such 30-day period,Alert Media will have no obligation to maintain or provide any Customer Data,and may
thereafter,and will upon Customer request,delete or destroy all copies of Customer Data in Alert Media's possession,unless legally prohibited.
(d)Surviving Provisions.Sections 2(e),3(as to amounts owed as of termination),4,5,6(e),7,8,9(c)and 10-12 shall survive any termination of this Agreement.
10. Notices.
Any notice required under this Agreement shall be given in writing and shall be deemed effective upon(a)personal delivery,(b)the second business day after mailing,or(c),
except for notices of termination,an indemnifiable claim or other legal notices("Legal Notices'),which shall clearly be identifiable as Legal Notices,the day of sending by email.
Unless otherwise specified,all notices to Alert Media shall be sent to the attention of the CEO,if by mail to Alert Media headquarters at 901 S.Mopac Expressway,Building 3,
Suite 400,Austin,Texas 78746,if by email to legal@alertmedia.com.Billing-related notices to Customer will be addressed to the relevant billing contact designated by
Customer.All other notices to Customer will be addressed to the relevant system administrator designated by Customer.
11.Force Majeure.
Alert Media shall not be liable for any delay or failure to perform hereunder due to the inability of Customer,Alert Media or any other person to connect to the Internet,receive
cellular or Wi-Fi signals,or any other failure or unavailability of the Internet or connectivity for any cause whatsoever,acts of God or of the public enemy,or of any government
or agency thereof,restrictions imposed by governmental agencies,fires,floods,epidemics,quarantine restrictions,strikes,freight embargoes,severe weather,Internet
congestion,virus attacks,denial of service attacks,differences with workmen,war,hostilities,terrorist acts,riot,rebel lion,delay in or lack of transportation facilities,inability to
secure materials,power failure or fluctuation or any other cause beyond the control of Alert Media.
I Provisions.
either transfer or as n t Ag ment or an o ts�ig s or obligations hereunder without the prior written consent of the other party,and any
hall Ine
ed t r a Ign i ent without consent to an Affiliate or in the event of a merger,acquisition or sale of all
II of assr � td
( tr_n`N'uwAagaturtmetliTkis reement,including any documents referenced herein,shall constitute the entire agreement between the parties regarding the subject matter
hereof and supersede all proposals and prior discussions and writings between the parties with respect thereto.To the extent of any conflict between this Agreement and a
Customery WqJ@ E@lf"A"11 ry &r ptan� 0yh@ r edenclPr�fik�r �� pfthis ®tl grgt(it��gp y#@y �►f �I��fyyAcj®pr y provision of
this Agreement is determined to be or becomes unenforceable or illegal,such provision shall be reformed to the minimum extent necessary in order for this Agreement to
remain in effect in accordance with its terms as modified by such reformation.Except as otherwise provided herein,the parties agree that this Agreement cannot be altered,
amended or modified,except by a writing signed by an authorized representative of each party.No failure or delay in enforcing any right or exercising any remedy will be
deemed a waiver of any right or remedy.Headings are for reference purposes We' Hi havineV su rs an Ive effect,and shall not enter into the interpretation hereof.Alert Media
reserves the right to modify these Terms of Service at anytime,with changes to these Terms of Service becoming effective immediately upon publication on Alert Media's
website.
_t (HTTPS://DASHBOARD.ALERTMEDIA.COM/#/LOGIN). TRY IT FREE(/TRY-IT-FREE/)
(c)Relationship of the Parties.Alert Media is an independent contractor and nothing in this Agreement shall be deemed to make Alert Media an agent,employee,partner or joint
venturer of Customer.Neither party shall have authority to bind,commit,or otherwise obligate the other party in any manner whatsoever.
(d)Governing Law.This Agreement shall be governed by the laws of the State of Texas,excluding the conflicts of law provisions of any state or jurisdiction.Customer and Alert
Media each submit to the exclusive jurisdiction of the courts of Travis County,Texas for the enforcement of this Agreement or any action arising out of or relating to this
Agreement.
All inquiries concerning these Terms and the Site or Services,please Contact Us(https://www.alertmedia.com/contact/).
Effective Date:July 1,2021
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