06-102, 3N, National Notification Network, LLC
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3N SERVICES AGREEMENT
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This 3N Services Agreement (this "Agreement") is between
National Notification Network, LLC ("3N"), and The City of Cupertino ("Customer")
Dated December 6, 2006.
1 3N's Obliaations. 3N will provide Customer with access, as specified in Exhibit A, to the
3N Automated Notification System, which includes use of 3N's proprietary data and
communications platform and 3N's manuals to rapidly deliver messages to multiple recipients
and multiple communication devices and for processing responses to those messages
("System"). 3N shall provide Customer with customer support including a helpline for assisting
Customer with general support and maintenance, and an emergency hotline for assisting
Customer in case the System malfunctions or is unavailable. The helpline will be available
during normal business hours and the emergency hotline will be available 24 hours a day, 365
days per year. 3N may conduct routine maintenance or install upgrades or modifications to the
System during which time the System will be unable to transmit or receive data and Customer's
access to the System will be limited. 3N shall provide Customer with prior notice of such routine
maintenance, upgrades, and modifications unless there is an emergency in which case no
notice shall be given.
2 Customer's Obliaations. Customer will provide 3N with the contact information for the
parties that Customer and Customer's authorized users want to communicate with using the
System. Customer shall provide 3N with this contact information in a format specified by 3N and
shall update the information in a timely manner. Customer shall maintain a copy of all contact
information it provides to 3N. Customer shall designate certain employees to be authorized to
access and use the System on Customer's behalf. Customer and these authorized users shall
at all times use the Services in accordance with this Agreement, 3N's Terms of Use ("Terms of
Use") and Privacy Policy ("Privacy Policy") as set forth in Exhibit B and Exhibit C, respectively,
and 3N's manuals as each may be updated periodically by 3N. Customer shall cause one of its
employees to undergo training by 3n to provide Customer and authorized users with in-house
support and to assist in troubleshooting. Customer shall not cause any disturbances, outages or
take any other actions that may adversely affect the System.
3 Marketina. Customer agrees, if requested by 3n, to (a) participate in a joint press release
with 3N within thirty days of contract signing that references Customer as a 3N customer and
will provide a quote from a senior management member of Customer as part of this press
release. Final content of press release will be approved by Customer, approval of which will not
be unreasonably withheld. Expense related to the creation and distribution of this press release
will be borne by 3n. (b) While in good standing as a 3N customer, Customer agrees to allow 3N
to reference Customer as a customer using 3N technology on 3N's website and in print copy or
marketing collateral. Customer will provide 3N with an approved company logo that 3N may
publish on 3n's website and/or marketing collateral to communicate such relationship. This logo
will be linked to Customer's website. (c) Customer agrees to allow 3N to reference Customer in
media-related interviews conducted by a member of the press and a 3N representative.
4 Fees. Customer will pay 3N for the use of the System at the rates set forth in Exhibit A. If
Customer wants 3N services beyond the scope of the descriptions in Exhibit A, Customer and
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3N will need to agree in writing on such additional services and the additional fees to be
charged for such services. Customer agrees to pay all taxes including sales, use, and value-
added taxes for its use of the System, except for 3N's income tax. Overdue payments shall bear
interest in an amount equal to the lesser of 1.5% per month or the maximum amount permitted
by law. 3N reserves the right to disable Customer's access to the System if payments are not
received within twenty (20) calendar days following the due date. Customer's account will not be
reactivated until the balance due has been paid in full plus a reconnect charge of $1,000.
5 License. 3N grants to Customer and its authorized users a non-exclusive, non-
transferable, license (without a right of sublicense) to access and use the System solely for
Customer's own business operations in accordance with the terms of this Agreement, Terms of
Use, Privacy Policy, and 3N's manuals. Customer may not market, rent, lease, or re-license the
Services to any third parties. Customer shall obtain no ownership rights or any other rights,
express or implied, in the System other than those specified above. 3N reserves all rights not
expressly granted to Customer.
6 Ownership. 3N owns all right, title and interest in and to the System including all
intellectual property and proprietary rights therein anywhere in the world. It is expressly
understood and agreed that all materials and work created, developed or performed by 3N in
the course of providing Customer with access to and use of the System (including, but not
limited to, software code, data, drawings, reports and designs) are the exclusive property of 3N.
Customer's contact information and all data generated by Customer that resides on servers
within the System shall be owned exclusively by Customer.
7 Confidentialitv. Except as required by the California Public Records Act, all information
disclosed by a party (the "disclosing party") to the other party (the "receiving party") including,
without limitation, all software, customer lists, hardware, designs, trade secrets, code,
inventions, algorithms, know-how, ideas, intellectual property, terms of this Agreement, and all
other business, financial, technical and other information of a party designated as confidential or
proprietary shall be considered proprietary and confidential information ("Confidential
Information"). Receiving party agrees not to use or to disclose Confidential Information to any
third party other than in performance of its obligations under this Agreement. Receiving party will
use reasonable efforts to prevent the disclosure of the disclosing party's Confidential Information
to third parties. Receiving party shall have the right to disclose the disclosing party's Confidential
Information to its employees and to third-party consultants who have a need to know such
Confidential Information in order to perform services pursuant to this Agreement.
8 Representations and Warranties. Each party represents and warrants to the other party
that: (i) it has full power and authority to enter into and perform the Agreement, the person
signing the Agreement on behalf of each party has been properly authorized and empowered to
enter into the Agreement and the Agreement constitutes a valid and binding obligation
enforceable in accordance with its terms; and (ii) it owns all right, title, and interest in, or has
authority to use in the manner contemplated by the Agreement, all materials, data, and
information furnished by it to the other party. 3N represents and warrants that: (a) 3N is the
owner or valid licensee of the System and has secured all necessary licenses, consents,
permissions and releases for Customer's use of the System; (b) the System does not infringe on
the intellectual property rights of any other party. Customer represents and warrants that: (x) it
will not access or use the System in violation of any laws; (y) Customer has permission to
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Prepared for:
Rick Kitson
The City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014
United States
Date: Oct 6, 2006
Quote Number: NNNQ2164
Quote Valid Until: Dec 31, 2006
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pio@cupertino.org
(408) 777-3200
Description
Qty
Payment Terms: NET 30
Contract Period: 3 ears
List Price Multi Year
Discount
Ext. Price
One Time Fees
Set up Fee and One Web-based Training (Level II: 1-500 Members)
Set up Fee and One Web-based Training - GIS
Annual Fees
3n Annual GIS Module (up to 25,000 Households)
3n InstaCom Ultra (Level II: 1-500 Members)
Select System Features:
- Simultaneous Voice/Text Messaging
- Polling and Quota Notification
- Conference Bridge Notification
- Dashboard and Ad Hoc Reporting
- "On the Fly" Messaging
Enterprise Member Manager (Contact Management Integration)
System Inclusions
Voice Minutes I ncludes for Standard and Emergency Use
(Can be used for notification, conference or SMS/IM messages)
Emails or Text Messages via SMTP
System Administrators
Live Operator Access Included with Plan
Usage Charges
Block of 25,000 minutes for Standard and Emergency Use
(Can be used for notification, conference or SMS/IM messages)
$1.995.00 100 %
$28.995.00 15 % $24,645.75
$10,995.00 15 % $9.345.75
$7,995.00 15 % $6.795.75
5,000
Unlimited
Unlimited
5
$6.000.00
Based on the above quote, annual payments are as follows: Year 1: V $40,787.25
Year 2: $16,141.50
Year 3: $16,141.50
3 Year Total:
$73,070.25
1. Customer Support is for Primary Administrator only. Additional support or training is priced at $200/hour.
2. InstaCom GIS Module provides 3n GeoNotification Solution to a Single Telephone #. InstaCom Enterprise supports an unlimited number
of paths per contact.
3. Client is responsible for supplying the geo-coded telephone database, 3n will assist Customer with initial upload. InstaCom GIS Module
supports up to 5 layers.
4. InstaCom GIS may have four geo-coded updates a year. InstaCom Enterprised may be updated as often as needed.
5. Voice Minutes can be used for notification, conference or SMS/IM messages. Additional rates apply for all international calls.
6. Quote suQject to terms & conditions of the 3n Services Agreement.
Autho,'zed By' r'ona' Notification Netwo,k, LLC ?ffl~,te. in h-::nd '~:i~
Cinta Putra, Chief Executive Officer Rick Kitson, Public Communications Manager
NATIONAL NOTIFICATION NETWORK
505 North Brand Blvd, - Suite 700 - Glendale, CA 91203
Phone: (818)230-9700 - Fax: (818)545-7040 - Email: AE: SKIRCHMEIER
Oct 6. 2006
CONFIDENTIAL
Page
3n SERVICES AGREEMENT
EXHIBIT B
TERMS OF USE
National Notification Network, LLC, a California limited liability company ("3n"), provides its service to you subject to the following
Terms of Use ("TaU") and 3n's Privacy Policy for its Services. In addition, when using specific 3n Services, you and 3n will be
subject to any guidelines or rules applicable to these Services, which 3n may communicate to you or post from time to time. These
guidelines or rules and 3n's Privacy Policy shall be deemed part of the TaU.
DESCRIPTION OF THE SERVICES
YOUR CONDUCT WHEN USING THE 3n SERVICES
3n currently provides users with applications and services
that comprise an automated system for delivery of messages
to multiple recipients and multiple communications devices,
and for processing responses to those messages, branded
as the 3n Automated Notification System (collectively, the"
Services"). Unless explicitly stated otherwise, any new
features that augment or enhance the current Services,
including any new Services, will be subject to the TaU.
You acknowledge and agree to the following with respect to
use of Electronic Communications through the Services:
You will not use any Electronic Communication for
any purpose that is unlawful, abusive, harassing,
libelous, defamatory, obscene or threatening;
You may not knowingly restrict or inhibit any other
user from using and enjoying the Service;
WHAT YOU MUST DO TO USE THE SERVICES
In order to use the Services, you must obtain access to (a)
the World Wide Web, either directly or through devices that
access Web-based content, or (b) a standard touch-tone
telephone, and pay any service fees associated with such
access. 3n is not responsible for providing any equipment
necessary to make such connection to the World Wide Web
or the telephone system, including a computer and modem,
telephone or other access device.
You may not impersonate any other person or
entity, or misrepresent your affiliation with any
other person or entity;
You may not knowingly post or transmit any
information or software which contains a virus,
Trojan horse, worm or other harmful component;
In consideration of your use of the Services, you agree to:
(a) provide true, accurate, current and complete information
about yourself and those whom you may wish to contact
(each, a "Contact") using the 3n Automated Notification
System (such information being the "Registration Data") and
(b) maintain and promptly update the Registration Data to
keep it true, accurate, current and complete. If you authorize
us to do so, your Contacts will be allowed access to their
personal Registration Data to make modifications or
changes. If you or any Contact provides any information that
is untrue, inaccurate, not current or incomplete, or 3n has
reasonable grounds to believe that such information is
untrue, inaccurate, not current or incomplete, you
understand that any notifications sent via the 3n Automated
Notification System may not reach the intended Contact.
You will not in any way express or imply that any
opinions contained in your Electronic
Communications are endorsed by 3n, or that the
accuracy of any facts or circumstances described
in your Electronic Communications have been
verified by 3n, and you authorize 3n to attach a
legend to any Electronic Communication sent via
the 3n Automated Notification System to this
effect;
YOUR REGISTRATION INFORMATION MUST BE
ACCURATE, CURRENT AND COMPLETE
You may not use the 3n Automated Notification
System in any way for sending Spam. Spam is
unsolicited e-mail directed to people with whom
you have no prior relationship, including but not
limited to junk mail, chain letters or other
unsolicited bulk e-mail, commercial or otherwise or
any e-mail sent that 3n reasonably believes
constitutes Spam, based on applicable laws and
industry practices;
ACCESS, PASSWORDS AND SECURITY
Similarly, the 3n System is not to be used for voice
or text communication via telephone to people with
whom you have no prior relationship including, but
not limited to, unsolicited sales and marketing
communications.
You may designate up to the number of users (each, an
"Authorized User") under your account, which corresponds
to the level of Services specified in Exhibit A, and you may
provide and assign access and passwords to such
Authorized Users. You will be responsible for the
confidentiality and use of your access number(s),
password(s), and account number(s). You will be
responsible for all electronic communications, including
account registration and other account holder information, e-
mail, financial and other data ("Electronic Communications")
entered through or under your access number(s),
password(s) or account number(s). 3n will act as though any
Electronic Communications it receives under your access
number(s), password(s) or account number(s) will have been
sent by you. You agree immediately to notify 3n if you
become aware of any loss or theft or unauthorized use of
any of your access number(s), password(s) and/or account
number(s).
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Ver. 09/06
National Notification Network, LLC
3n SERVICES AGREEMENT
EXHIBIT C
PRIVACY POLICY
At National Notification Network, LLC ("3n"), protecting the privacy and security of your information is of utmost importance to us.
We therefore contract in writing with you to never sell, lease, share, rent, or barter ANY of your personal information to anyone
outside of our organization.
We value the trust you place in 3n, and maintain strict privacy policies. We are committed to providing our customers and users with
a secure environment and state of the art technologies to safeguard their information. In the event that you terminate your customer
relationship with us, or become an inactive customer, 3n will continue to adhere to the policies and practices described in this notice.
Information We Collect About You
When you visit our Web site, and as your trusted notification
service provider, we collect, retain and use non-public
personal information about our potential, current and former
customers. We are likely to record two kinds of information:
Non-personal statistical information collected in
aggregate. This is anonymous information on
subjects such as: how many visitors come to our
Web site, how they navigate through the site, which
browsers they use to visit the site, etc.
Personal information that you knowingly supply to us.
When you sign up for our products and services or
register on our Web site to access our product demo
or to access your account information, 3n will collect
personal information that will help us to identify you,
authenticate you, and provide you with better service.
This information is called "personally identifiable
information" and is used to associate usage
information with a specific individual or entity.
Examples of personally identifiable information are:
customer name, address, telephone number, e-mail
address, account number, etc.
We Do Not Sell, Disclose, or Trade Personal Customer
Information
3n will NOT sell, disclose or trade your personal information
to any third party, except as required by law. We will
disclose personally identifiable information to government
officials and law enforcement agencies when it is required by
law (e.g., in compliance with a subpoena or court order) or if
we believe, in good faith, that such action is appropriate and
necessary to protect and defend the rights of 3n, or to
protect the safety of 3n users and the general public.
Because of the uncertain regulatory environment associated
with privacy issues, we may also be forced to disclose
personally identifiable and other information to the
government.
We Protect Your Information
The protection of your non-public personal information is of
utmost importance to us. We maintain strict practices and
procedures to safeguard your privacy in accordance with this
privacy policy. We restrict employee access to customer
information to only those who have a business reason to
know such information, and we educate our employees
about the importance of confidentiality and customer privacy.
Ver 09/06
Security
It is possible that Electronic Communications may be
accessed by unauthorized third parties when communicated
between you and 3n using the Internet, other network
communications facilities, telephone or any other electronic
means. All transfer of personal information on 3nonline.net
is secured by encrypted user names and passwords, and the
industry standard Secure Sockets Layer (SSL) protocol. SSL
prohibits other Web users from gaining access to your
personal information, and helps protect against the loss,
misuse, and alteration of your information.
Children
3n will not knowingly collect personally identifiable
information from children under the age of 18 without the
consent of a parent or guardian. Moreover, we require
children to use 3n system only with the permission of and in
conjunction with a responsible adult, i.e., a parent or
guardian.
Changes to Privacy Policy
We reserve the right to change or update this Privacy Policy.
When we make any such changes, you will find a message
on our Home Page and a link to this page.
Linked Web Sites
3n Web site contains links to various other Web sites.
Please be aware that these other sites may have privacy
policies that differ from 3n's. 3n is in no way responsible for
either the content that appears on linked sites or your
privacy once you have linked to other sites.
Additional Information
Questions regarding this Privacy Policy or the security
practices of 3n should be directed to the 3n Privacy and
Security Administrator by e-mailingsecurity@3nonline.com
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National Notification Network, LLC