HazAdapt Local Safety Information: Information Hosting Services for Emergency Management and Public Safety
Yearly Subscription
1.0 SLA INTRODUCTION 📘
This section introduces the agreement, outlining the service standards and mutual commitments between HazAdapt and the Subscriber for delivering Local Safety Information.
This Service-Level Agreement (“SLA”) sets forth the terms and conditions for the provision of Local Safety Information hosting by HazAdapt, Inc. to Subscriber.
The purpose of this SLA is to define the level of service, support, and performance that HazAdapt, Inc. agrees to deliver and to establish clear expectations between HazAdapt, Inc. and Subscriber.
This SLA outlines the key metrics, responsibilities, and remedies that will govern the relationship between HazAdapt, Inc. and SubscriberIt serves as a reference document for both parties to ensure a mutual understanding of the services provided, the expected service levels, and the corresponding actions in the event of service disruptions or failures.
By entering into this SLA, HazAdapt, Inc. and Subscriber commit to working collaboratively to maintain a high level of service quality, reliability, and customer satisfaction. This SLA aims to promote transparency, accountability, and continuous improvement in the delivery and hosting of Local Safety Information.Subscriber’s access to the Local Safety Information service on HazAdapt shall not be provided until HazAdapt, Inc. has received the signed Proposal and Service Quote from the Subscriber with acknowledgments to The Local Safety Information Subscription Agreement and SLA.
2.0 SCOPE OF SERVICES 🎯
Details the specific services provided and not provided by HazAdapt, including content hosting and technical support, emphasizing both party's responsibilities.
HazAdapt, Inc. agrees to provide the following services:
Scope of Subscription: The subscription provides localized content subscription services to the HazAdapt Hazard Guide app and web tool (“Application”) for Subscriber (“Subscriber”).
For the purpose of this Service-Level Agreement (referred to as “Agreement”), an “agency” is defined as a single entity with the ability to host their emergency procedures and hazard information on Application within a defined area.
- Subscription Services
- Included Services: Ability to request HazAdapt, Inc. host their emergency, safety, policies, and procedures in relevant areas on Application; the set-up and coordination of content with HazAdapt, Inc.; hazard expert review and formatting for implementation; all current functions of Application; email technical support; periodic system upgrades; regular engagement analytics reports, with statistics on interaction with Subscriber’s supplied local safety information.
- Excluded Services: At this time, HazAdapt, Inc. will not be providing hazard content suggestions or edits to provided content in the realm of policies, procedures, inclusivity, equity, or other items besides formatting for app interfaces.
- Responsibilities & Exclusions
Both parties agree to act with good intentions (See Appendix A).- HazAdapt's Responsibilities
- HazAdapt, Inc. shall provide the services identified in the SLA and shall ensure the services are maintained at all times and to agreed pre-defined standards. HazAdapt, Inc. agrees to exercise professional care and diligence in the discharge of all the services and to comply in all respects with relevant standards. (See Appendix B)
- HazAdapt, Inc. will act as owner, supplier, maintainer, and supporter of the herein identified and defined HazAdapt, Inc. Services that have been requested/required by Subscriber, except where HazAdapt, Inc. has employed third-parties who will assume those responsibilities.
- HazAdapt, Inc. will be responsible for day-to-day management of the SLA and liaise with Subscriber to ensure that information flows freely between both parties.
- HazAdapt, Inc. will follow established internal processes/procedures and adhere to policies and standards.
- HazAdapt, Inc. will not make changes to the systems/services offered without prior notification and Subscriber approval through the defined Change Management process.
- HazAdapt, Inc. will inform Subscriber in the event of any incident likely to affect the availability or performance of their applications.
- HazAdapt, Inc.’s Exclusions
- HazAdapt, Inc. is not responsible for unsupported configurations that deviate from our technology standards unless an explicit exemption has been granted.
- Services for which HazAdapt, Inc. has no formal support agreements or contracts relating to service availability and incident response or fix times on IT/Network components which are the responsibility of an external vendor.
- Subscriber’s Responsibilities
- Subscriber shall provide all necessary hazard safety information, assistance and instructions in a manner that enables HazAdapt, Inc. to meet performance standards, for example, by the giving of adequate notice and disclosing of all known relevant information.
- Subscriber is responsible for confirming the outreach media that HazAdapt, Inc. will provide. Subscriber is responsible for the physical and digital dissemination of the Application to their jurisdiction.
- Subscriber is required to ensure attendance/participation at Major Incident and Problem review meetings as requested by HazAdapt, Inc. to assist with the definition of service impact.
- Subscriber is required to advise the appropriate HazAdapt, Inc. team if the requirements of the business change and the need for a review of the SLA is identified.
- Subscriber is required to report all issues, queries and requests via appropriate channels and processes.
- HazAdapt's Responsibilities
3.0 PERFORMANCE GUARANTEES ⏱️
Guarantees specific performance metrics like system availability and response times, and outlines remedies such as service credits for any shortcomings.
HazAdapt, Inc. guarantees the following levels of service:
- Service Interruptions: Subscriber understands that there may be periodic service interruptions to Application as the result of events or circumstances beyond the control of HazAdapt, Inc. HazAdapt, Inc. has taken, and will continue to exercise, commercially reasonable efforts to mitigate such interruptions, and maintains a fully redundant, fault-tolerant network for the provision of services related to Application.
- Availability: HazAdapt, Inc. guarantees that the SaaS service will be available 99% of the time during the subscription period, excluding scheduled maintenance windows. In the event of service being unavailable, HazAdapt, Inc. does offer service credits on a case-by-case basis in the event that it fails to meet this availability guarantee.
- Response Time: HazAdapt, Inc. guarantees that it will respond to any support requests within 72 hours of receipt, depending on the severity of the issue.
- Performance: HazAdapt, Inc. guarantees that the Application will meet or exceed the following performance metrics:
- Data Backup and Recovery: HazAdapt, Inc. guarantees that it will perform daily backups of Subscriber's data and that it will be able to restore the data within 72 hours in the event of a discovery of data loss or corruption.
- Security: HazAdapt, Inc. guarantees that it will implement appropriate security measures to protect the confidentiality, integrity, and availability of Subscriber’s data.
- Service Credits: In the event that HazAdapt, Inc. fails to meet the performance guarantees set forth in the Agreement, HazAdapt, Inc. offers service credits on a case-by-case basis.
4.0 MAINTENANCE AND SUPPORT 🛠️
Defines the maintenance schedule, support availability, and contact details for issues, ensuring HazAdapt’s commitment to regular updates and timely assistance.
HazAdapt Support Contact
(541) 991-8115
Monday - Friday
8am - 5pm PT
HazAdapt, Inc. shall provide maintenance and support for the services as follows:
- Maintenance: HazAdapt, Inc. shall perform scheduled maintenance of the subscribed service as needed. HazAdapt, Inc. shall provide Subscriber with advance notice of any scheduled maintenance at least 1 day prior to the scheduled maintenance window.
- Support: HazAdapt, Inc. shall provide technical support to Subscriber for issues related to the subscribed service. Support shall be available weekdays during business hours Pacific Standard/Daylight Time. Support shall be provided through email and phone calls, and shall be provided in English. HazAdapt, Inc. shall respond to support requests within 24 hours during support hours
- Escalation: HazAdapt, Inc. will address and respond to issues that arise as soon as possible, within 24 hours and a week of the issue start. For issue escalation, please reach out to team@hazadapt.com, or call (541) 991-8115 to alert the HazAdapt, Inc. team, by which the issue will be addressed by Ginny Katz, CEO, and Omeed Habibelahian, COO and Acting CTO.
- Updates and Upgrades: HazAdapt, Inc. shall provide updates and upgrades the subscribed service on a regular basis, at no additional cost to Subscriber. HazAdapt, Inc. will alert Subscriber to any updates that will impact their service or require action on their part with 48 hours advance notice. Updates will happen on an as-needed basis.
- End-of-Life: HazAdapt, Inc. shall provide advance notice of any planned end-of-life for the subscribed service, and shall provide guidance for Subscriber regarding migration to a new service or platform.
5.0 DATA PRIVACY AND SECURITY 🔒
Commits to protecting subscriber data through rigorous security measures and compliance with relevant data protection laws, detailing breach notification and subprocessor protocols.
HazAdapt, Inc. shall implement appropriate measures to protect the confidentiality, integrity, and availability of Subscriber's data, and shall comply with all applicable data protection and security laws and regulations.
- Data Privacy: HazAdapt, Inc. shall comply with all applicable data protection laws and regulations, including but not limited to the GDPR and CCPA. HazAdapt, Inc. shall implement appropriate technical and organizational measures to protect personal data processed on behalf of Subscriber, and shall not use such personal data for any purpose other than to provide the subscribed service.
- Data Security: HazAdapt, Inc. shall implement and maintain reasonable security measures to protect Application against unauthorized access, use, disclosure, alteration, or destruction. HazAdapt, Inc. shall provide Subscriber with a description of the security measures implemented, upon request.
- Data Breach Notification: In the event of a data breach that affects personal data processed on behalf of Subscriber, HazAdapt, Inc. shall notify Subscriber without undue delay and provide information regarding the nature of the breach, the types of personal data affected, and the measures taken to mitigate the breach. HazAdapt, Inc. shall cooperate with Subscriber in any investigation or remediation of the breach.
- Subprocessing: HazAdapt, Inc. shall not subcontract any processing of personal data on behalf of Subscriber without Subscriber's prior written consent. If Subscriber consents to subprocessors, HazAdapt, Inc. shall ensure that the subprocessors provide sufficient guarantees to implement appropriate technical and organizational measures to protect personal data.
- Audits and Certifications: Subscriber shall have the right to audit HazAdapt, Inc.'s compliance with the Agreement, including its data privacy and security measures, subject to reasonable notice and confidentiality obligations. HazAdapt, Inc. shall provide Subscriber with any certifications or audit reports that demonstrate compliance with applicable data protection laws and regulations.
- Termination: Subscriber shall have the right to terminate the subscription immediately in the event of a material breach of this section or if HazAdapt, Inc. is found to be in non-compliance with applicable data protection laws and regulations.
6.0 INTELLECTUAL PROPERTY 📝
Clarifies intellectual property rights, stating that HazAdapt owns the technology while the subscriber retains rights to their content, and sets conditions for use and feedback.
Subscriber shall retain all rights, title, and interest in any intellectual property developed by Subscriber or its employees in connection with the use of HazAdapt, Inc.'s services.
- Ownership: Subscriber acknowledges that HazAdapt, Inc. owns all intellectual property rights, including but not limited to patents, copyrights, trademarks, trade secrets, and other proprietary information, in the subscribed service. Subscriber shall not acquire any ownership rights or interests in the subscribed service or any intellectual property rights associated with the subscribed service.
- License: HazAdapt, Inc. grants Subscriber a non-exclusive, non-transferable, limited license to use the subscribed service for the duration of the subscription term. Subscriber shall use the subscribed service solely for its internal purposes and in accordance with the Agreement.
- Restrictions: Subscriber shall not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on Application, except to the extent permitted by applicable law. Subscriber shall not remove or alter any proprietary notices or labels on Application.
- Feedback: Subscriber is encouraged to provide HazAdapt, Inc. with feedback, suggestions, or ideas regarding Application and the subscribed service. HazAdapt, Inc. shall have the right to use such feedback, suggestions, or ideas for any purpose without any obligation or compensation to Subscriber.
- Indemnification: HazAdapt, Inc. shall indemnify, defend, and hold Subscriber harmless from any third-party claim alleging that the subscribed service infringes or misappropriate any intellectual property rights. Subscriber shall provide prompt notice to HazAdapt, Inc. of any such claim and shall cooperate with HazAdapt, Inc. in the defense of such claim.
- Termination: Upon termination of the subscription, HazAdapt, Inc. will immediately stop the hosting of the Local Safety Information. Subscriber may still utilize Application to support community resilience and reference the analytics that were gained on Application prior to subscription termination.
7.0 TERMINATION AND EXIT 🚪
Outlines the conditions under which either party may terminate the agreement and the process for data migration and refund policies upon termination.
Subscriber may terminate the subscription upon 30 days prior written notice, and HazAdapt, Inc. shall cooperate with Subscriber in migrating Subscriber's data to another service provider.
If Subscriber defaults in any respect whatsoever with regard to the terms and conditions of this Subscription Agreement or the Terms of Use of HazAdapt, HazAdapt, Inc. shall have the right, in its sole discretion, to suspend or terminate Subscriber’s subscription, and to suspend or terminate Subscriber’s local safety information in Application. Any payments not timely made shall be considered a material default by Subscriber.
- Termination for Convenience: Either party may terminate the subscription at any time for any reason upon 30 days written notice to the other party.
- Termination for Cause: Either party may terminate the subscription immediately upon written notice to the other party if the other party is in material breach of any provision of the Agreement and fails to cure such breach within 30 days after receiving written notice of the breach.
- Effect of Termination: Upon termination of the subscription, HazAdapt will immediately cease to provide the subscribed service and shall return or destroy all copies of the subscribed service content, analytics, and any related documentation. HazAdapt, Inc. shall provide Subscriber with reasonable assistance in migrating any
- Refunds: A full or partial refund for unrendered services is available, contingent upon the cause of the refund request. HazAdapt reserves the right to withhold refunds for services rendered up to the point of the refund request and may retain up to 30% of the total cost in cases of unsubstantiated refund requests, beyond instances where the subscriber cancels their subscription without a valid reason or unresolved issues with the services provided. The one-time Setup and Review Fee is non-refundable.
- Survival: The provisions of the Agreement that by their nature should survive termination, including but not limited to the Intellectual Property, Confidentiality, Data Privacy and Security, and Indemnification sections, shall survive any termination or expiration of the Agreement.
8.0 COMPLIANCE📊
Ensures adherence to all applicable laws and regulations concerning privacy, security, anti-bribery, and export controls, reinforcing legal compliance in service delivery.
HazAdapt, Inc. shall comply with all applicable laws and regulations, including but not limited to data protection, security, and privacy laws.
- Compliance with Laws: HazAdapt, Inc. shall comply with all applicable laws, regulations, and industry standards related to the subscribed service, including but not limited to The California Consumer Privacy Act (CCPA) and The General Data Protection Regulation is a Regulation (GDPR). HazAdapt, Inc. shall also provide Subscriber with any necessary compliance-related documentation or certifications, upon request.
- Export Control: HazAdapt, Inc. shall not commit any act or cause any person to commit any act which would violate Export Control laws, rules or regulations and the customer shall take any and all actions within its ability to assure compliance with all such laws, rules or regulations.
- Anti-Bribery and Anti-Corruption: HazAdapt, Inc. shall comply with all applicable anti-bribery and anti-corruption laws and regulations, including but not limited to the Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act. HazAdapt, Inc. shall not engage in any corrupt or illegal activity in connection with the subscribed service.
- Sanctions Compliance: HazAdapt, Inc. shall comply with all applicable economic and trade sanctions laws and regulations, including but not limited to those administered by the United States Office of Foreign Assets Control (OFAC) and the European Union. HazAdapt, Inc. shall not provide any subscribed service or technology to any sanctioned individual or entity.
- Confidentiality: HazAdapt, Inc. shall maintain the confidentiality of the confidential information and shall not disclose such information to any third party without Subscriber's prior written consent, except as required by law or regulation. HazAdapt, Inc. shall implement appropriate measures to protect Subscriber's confidential information.
- Termination: Subscriber shall have the right to terminate the subscription immediately in the event of a material breach of this section or if HazAdapt, Inc. is found to be in non-compliance with applicable laws, regulations, or industry standards.
9.0 LIABILITY 🛡️
Limits HazAdapt’s liability to direct damages and specifies the terms for indemnification and damage mitigation.
Each party shall be liable to the other only for direct damages arising out of a breach of the Agreement, and such liability shall be limited to the fees paid by Subscriber to HazAdapt, Inc. under the subscription.
- Limitation of Liability: HazAdapt, Inc. cannot be held liable for any damages arising out of or related to the subscribed service. This limitation shall apply regardless of the cause of action or legal theory under which such damages are sought, including but not limited to breach of contract, negligence, or strict liability.
- Indemnification: HazAdapt, Inc. shall indemnify, defend, and hold harmless Subscriber from and against any and all claims, damages, liabilities, and expenses arising out of or related to any breach of this Agreement by HazAdapt, Inc. or any act or omission of HazAdapt, Inc.
- Mitigation: Subscriber shall mitigate its damages to the extent reasonably possible in the event of any breach of this Agreement by HazAdapt, Inc.
- Termination: Subscriber shall have the right to terminate the subscription immediately in the event of a material breach of this section or if HazAdapt, Inc.'s liability exceeds the limits specified in this section.
10.0 DISPUTE RESOLUTION ⚖️
Provides a step-by-step process for resolving disputes through informal negotiations, mediation, and, if necessary, arbitration.
Any disputes arising out of or related to the Agreement shall be resolved by arbitration in accordance with the rules of the American Arbitration Association.
- In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, the parties shall first attempt to resolve the dispute informally.
- If the dispute cannot be resolved informally, the parties agree to submit the dispute to mediation in accordance with the rules of the American Arbitration Association. The mediation shall be conducted by a mediator agreed upon by the parties. If the parties are unable to agree on a mediator, the mediator shall be appointed by the American Arbitration Association.
- If the mediation is unsuccessful, the parties may submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted by a single arbitrator agreed upon by the parties. If the parties are unable to agree on an arbitrator, the arbitrator shall be appointed by the American Arbitration Association.
- The arbitration shall be conducted in the English language, in the state of Oregon where the Service Provider is located, and in accordance with the laws of that jurisdiction. The arbitrator shall have the power to grant any relief that would be available in a court of law, including but not limited to injunctive relief.
- The decision of the arbitrator shall be final and binding on the parties, and judgment on the award may be entered in any court having jurisdiction thereof.
- The parties agree that any arbitration proceedings and all related documents and information shall be kept confidential, except as required by law.
- The parties agree that any dispute resolution proceedings under this Agreement shall be conducted on an individual basis and not in a class, consolidated, or representative action.
- Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or enjoin the other party from breaching its obligations under this Agreement.
11.0 GOVERNING LAW 🌎
Stipulates that the agreement is governed by the laws of the state of Oregon, detailing the legal framework that applies to the contract.
The Agreement shall be governed by and construed in accordance with the laws of the state of Oregon.
- This Agreement shall be governed by and construed in accordance with the laws of the state of Oregon, without giving effect to any choice or conflict of law provision or rule (whether of the state of Oregon or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the state of Oregon.
- Any legal suit, action, or proceeding arising out of or related to this Agreement shall be instituted exclusively in the courts of the jurisdiction where the Service Provider is located. The parties waive any objection to venue in these courts and any claim that these courts are an inconvenient forum.
- Each party hereby irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on forum non conveniens, lack of personal jurisdiction, improper venue, or any similar basis.
- The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding provisions of this section, any arbitration or litigation arising out of or relating to this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.) and/or federal law, as applicable.
- If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
- This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings and agreements between the parties relating to the subject matter of this Agreement.
12.0 SLA ACKNOWLEDGEMENT
YOUR USE OF THE SITE OR ANY OF HAZADAPT SERVICES IN ANY WAY SIGNIFIES THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS SLA.
By accessing or using the Site or Service you also represent that you have the legal authority to accept these Terms of Use on behalf of yourself and any party you represent in connection with your use of the Service. THESE TERMS APPLY TO BOTH SUBSCRIBERS AND USERS OF THE SITE WHO ARE NOT SUBSCRIBERS.
IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED TO USE THE SITE OR SERVICE.
By using HazAdapt technologies, the parties acknowledge their agreement to the terms and conditions outlined in this SLA. HazAdapt, Inc., and Subscriber affirm their commitment to work collaboratively and in good faith to ensure the successful implementation and maintenance of the services outlined in this SLA.
HazAdapt, Inc. and Subscriber understand and agree that this SLA represents a binding contract between them and serves as the governing document for the agreed-upon service levels, performance metrics, and dispute resolution processes. Both parties acknowledge their responsibility to adhere to the agreed-upon service standards and to communicate openly and promptly regarding any issues or concerns that may arise during the term of this SLA.
This SLA may be revised or modified by mutual written consent of both parties. Any such modifications or amendments must be in writing and duly executed by authorized representatives of HazAdapt, Inc. and Subscriber.
APPENDIX A: General
Subscriber and HazAdapt, Inc. are entering into this SLA to recognize the need to establish and foster a true 'spirit of partnering' to achieve the service outcomes desired by both parties.
Both parties undertake to innovate and combine their joint strengths, expertise and energies to underpin and promote the development of this partnering relationship and acknowledge that a mutual understanding of each partner's objectives in relation to the goals of the service is of paramount importance.
Both parties recognize the mutual need to optimize each others opportunities for developing and achieving continuous improvement, both in their own and each other's performance, thereby maintaining, enhancing and improving service outcomes through the life of the SLA.
In recognition of the above, both parties undertake to adopt the following principles:
- To be open and honest with each other in all respects; this means that they will do what they say they will do, deliver what they say they will deliver and not promise either if unachievable.
- To promote transparency in all their activities; this means that they will communicate their activities in relation to managing, implementing and delivering their responsibilities and inputs to the success of service to each other or any agency (voluntary or otherwise) outside the partnering relationship where such transparency is relevant to each other's business or statutory obligations.
- To establish well-structured, good, meaningful, and continuous communication; this means, for example, that meetings should be brief and not wasteful of each other's resource utilization time. In addition, they should always be minuted (by partners in rotation if necessary) and the minutes relayed to the personnel distribution list as expeditiously as possible. Verbal communications should be confirmed in writing to avoid ambiguity.
- Direction clarification and instructions should be strictly in adherence with the hierarchy of personnel set out in the SLA.
- To undertake a 'solution-centered and proactive management' approach to the service; this means that each shall enthuse and develop a proactive approach to resolving joint and each other's problems arising or likely to arise under the contract. Each needs to be flexible in his/her approach, a welcome opportunity to share ideas, gain understanding from the learning curve, want to know why it (what?) went wrong, and strive to get it right next time.
- To adopt a joint commitment to a cycle of continuous, measurable improvement in service; this means that each will actively seek to do the right things, seek out waste and non-value-adding activities impacting on or peripheral to the service inputs in each other's organization, drive out duplication where it exists and seek to optimize the efficiency to both partners mutual benefit.
- To commit to the mutually agreed principles above and understand that trust between the partners can only be retained and developed if the essence and true spirit of this undertaking is owned by both partners.
- HazAdapt, Inc. will be proactive in considering value-added services and efficiencies to be gained through this agreement.
