Statement of Work Terms & Conditions

These are Everbridge standard terms and conditions for delivery of Services. These terms and conditions form the entire Agreement between the two parties related to Services delivered by Everbridge. However, if Client and Everbridge have executed a separate written agreement regarding delivery of Services, in the event of any conflict between the terms of that agreement and this Statement of Work (SOW), the agreement shall prevail.

Background Screening

Everbridge shall ensure that all Everbridge personnel performing Services for Client are properly trained and eligible to work in the applicable country. Everbridge shall, at its sole expense, perform, or ensure performance of, (i) social security number verification; (ii) a criminal records search going back at least seven (7) years; (iii) reference checks; and (iv) verification of educational history. If Everbridge at any time becomes aware that Everbridge personnel involved in providing Services to Client is implicated in any crime or activity, Everbridge will prohibit such Everbridge personnel from providing Services to Client under this Agreement pending final disposition of the matter, and will replace such Everbridge personnel with another similarly qualified Everbridge personnel in a timely manner that does not impact the terms of any applicable SOW. Everbridge shall ensure that the substance and manner of any and all background investigations required herein conform to all applicable state, federal, and local laws.

Acceptance

Client will have a period of five (5) business days from the delivery of Services to accept such Services. Acceptance shall occur when the Services meet the specifications as described in the applicable SOW. If the Services do not meet the specifications as set forth in the applicable SOW, Client shall give Everbridge written notification of the deficiencies or non-conformance. If Client does not notify Everbridge of deficiencies within said five (5) business days’ period, such Services shall be deemed to be accepted. In the event Client does not accept the Services and provides Everbridge with a notice of rejection within said five (5) business days’ period, Everbridge will use all commercially reasonable efforts to correct such Services and redeliver such Services to Client. If Client rejects the Services after the second redelivery of such Services, then Everbridge may elect to discontinue any work on such Services and Client shall have no payment obligations to Everbridge for such Services.

Services Warranty

Everbridge warrants (i) it has all requisite rights and authority to enter into this Agreement; (ii) it will provide the Services in a professional and workmanlike manner consistent with good industry standards and practices; and (iii) that for a period of ninety (90) days after Client’s acceptance, the Services will conform to the applicable SOW. For any breach of the foregoing warranty, Everbridge will re-perform the Services, or, if Everbridge is unable to do so, return the fees paid to Everbridge for such deficient Services.

Term

This Agreement will begin on the Professional Services Order date and will continue until final completion of the Services in scope or the expiration of purchased time (as applicable), unless terminated pursuant to the terms of this Agreement or otherwise agreed by the parties.

The Professional Services rendered pursuant to this SOW shall be valid and usable for twelve (12) months, calculated from the execution date of the Professional Services Order. Unused hours/effort from this SOW may not be transferred to a subsequent SOW.

Services Billing Terms

Everbridge will bill Client for services performed and travel/living expenses incurred in accordance with the Agreement and each SOW or Order. The billing terms and rates applicable to each engagement will be specified in a separate Order document.

Standard Work Week

Everbridge’s standard working week is forty hours, delivered Monday through Friday during normal business hours, which are 8 AM to 5 PM (single time zone). Everbridge and the Client will mutually agree upon onsite and remote work arrangements. If the Client requires off-hours or weekend support, Everbridge will provide an estimate for the additional effort as a change order if resourcing can be made available. An executed change order or other mutual agreement is required to assign resources for off-hours effort.

Scheduling

Upon completion of the project kickoff, Everbridge and Client will agree on firm and fixed dates for the consulting work. Both parties will use best reasonable efforts to inform the other party at least two weeks before requesting changes to dates for onsite work.

Client agrees that necessary resources, systems, and applications will be prepared and ready for an efficient start to the work.

It’s expected that this effort will be performed as a participative effort between Everbridge and Client, over a contiguous period from start to completion. If Client requires a non-contiguous implementation timeframe, additional scope may be required.

Project time shall be scheduled in no less than four (4) hour increments.

Project Scope

Any included synchronization or integration scope is limited to a single version of Client’s management system, or a single data format extract. Upgrades to the management system or subsequent changes to the extracted data format may require additional scope.

Support of xMatters Labs, Customized Integration, and Customized Professional Services

Any integration included in scope of this SOW which is sourced from xMatters Labs (https://github.com/xmatters/xMatters-Labs) or otherwise customized by Everbridge Professional Services, or any customized Flow Designer workflows and configurations, are subject to the following support conditions:

  • All xMatters Labs integrations, including xmtoolbox, custom Flow Designer integrations/workflows, and other customizations, are custom Professional Services deliverables, and not published products.
  • Following the Warranty period of this SOW, the Client should report any issue requiring technical assistance to the Everbridge Technical Support team following documented Support processes.
  • Everbridge Technical Support will provide support resolution for all Everbridge platform/API issues, in accordance with the Support SLAs.
  • Everbridge Technical Support will provide assistance on a “best efforts” basis for any other issues.
  • Everbridge Technical Support may refer the Client to Everbridge Professional Services for resolution of any custom script or integration issues. There are no SLAs for support delivered through Professional Services. Following the Warranty period outlined in this SOW, this Professional Services support may be on a fee-basis.

Client Responsibilities

  • Onsite Work: Client will provide a workspace and appropriate network connectivity (both to all applicable Everbridge product cloud services and any necessary internal resources) provided for Everbridge Professional Services Consultant(s) while at Client’s site. This should be completed prior to Consultant(s) arrival.
  • Site Preparation: All efforts configuring Client-owned systems (e.g., firewall rules, servers, etc.) are the responsibility of the Client. Everbridge will assist as necessary; however, minimal time and effort have been allocated to these tasks.
  • Access to Client Personnel: Client will have all the necessary and appropriate personnel at all the workshops, meetings, and technical sessions as necessary.
  • Project Management: Client will appoint a single point of contact for the duration of the project.
  • Modifications: During the project, Everbridge will be consulted on all alterations, replacements, or removal of Everbridge product components. In the event any Client modifications made to applicable Everbridge product components are recognized as causing system problems, additional project scope may be required for any remediation or associated scope changes required.