22-014.00 TeleMessage: Mobile Message Arhiving DocuSign Envelope ID:A3F8A165-8D09-4498-8903-F85B2FE08B00
22- H
!JreleMessa • 41
Service Agreement
between
TeleMessage
and
City of Spokane Valley
Attn: Chad Knodel
TeleMessage Contact: Erin Phipps
Mobile: 978-844-6251 I I Office 978-224-7448
E-mail: erinptelemessaqe.com I Web: www.TeleMessage.com
Date 01/03/2022
DocuSign Envelope ID:A3F8A165-8D09-4498-8903-F85B2FE08B00
!,)TeleMessage
1. About TeleMessage
TeleMessage is transforming business mobile messaging and mobile archiving with its mission-
critical solutions: Managed, Secure, Reliable and IT Ready.
Our solutions portfolio includes three product lines:
Mobile Archiver Secure Enterprise Messaging Mass Messaging
Archive your organization's Text securely with co- High volume messaging
mobile text messages & calls workers, teams &customers across text,voice,fax&email
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Archiver allows mobile phone Enterprise Messaging, Messaging provides
text, chats and call archiving provides secure chat for co- enterprises with tools to send
for compliance, regulatory and workers and customers by and receive multi-channel
eDiscovery requirements. using Android/i0S apps, web bulk messaging across: SMS,
Capturing mobile content portal, Outlook Plug-in, and a MMS, Voice calls, Faxes, Email
from BYOD and corporate range of APIs that connect to and Push Notifications to
phones. any operational IT system. mobile apps.
TeleMessage has been providing state-of-the-art messaging solutions On-premises and in the
Cloud for over 18 years. Our software has been successfully deployed and used by thousands of
enterprises, trusted by dozens of telecom operators, reaching hundreds of millions of users and
powering billions of messages through customers' networks. We support an ever-growing
number of enterprises, including telecom carriers, government agencies and leading brands
across a range of industries such as healthcare,finance, manufacturing and retail, among others.
The experience and expertise we have gained working with both enterprises and mobile
operators gives us an understanding of the challenges and business needs within the messaging
ecosystem, allowing us to develop mutually beneficial solutions.
TeleMessage Archiving Proposal Confidential Page 2 of 11
DocuSign Envelope ID:A3F8A165-8D09-4498-8903-F85B2FE08B00
! TeIeMessage
2. Goals & Requirements:
• Archive mobile messages for compliance with SEC, FINRA, MiFID II, FOIA, FERC and other
relevant regulations and policies.
• Allow employees to communicate with customers from their mobile devices.
• Store all mobile communication in the <Archiving Partner Name> platform.
3. Mobile Archiver Product Overview
3.1. Overview
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The TeleMessage Mobile Archiver effectively addresses compliance, regulatory and
eDiscovery response requirements and reduces risk across a variety of industries.
TeleMessage captures mobile content, including SMS, MMS, voice calls, WhatsApp and
WeChat chats and calls, or Telegram and Signal communication from corporate or BYOD
mobile phones. Messages are securely and reliably retained within TeleMessage servers or
forwarded to an archiving data storage vendor of your choice.
3.2. Mobile archiving methods
Our mobile archiving products securely capture content from mobile carriers and mobile
devices for a variety of ownership models (BYOD, CYOD and employer-issued). With our
three archiving methods,you can always find the right tools or blend for your requirements:
• Network Archiver-Get a copy of messages (optionally voice calls) sent/received by a
mobile number directly from the mobile network side. Read more here
• Android Archiver-Android agent that runs in the background and captures all messages
(optionally records voice calls) and uploads them to the TeleMessage server to be
archived. Read more here
TeleMessage Archiving Proposal Confidential Page 3 of 11
DocuSign Envelope ID:A3F8A165-8D09-4498-8903-F85B2FE08B00
!)TeleMessage
Enterprise Number Archiver- Messaging app with a real 2nd phone associated with the
app. Messages sent& received made via this 2nd virtual number are archived (optionally
records voice calls). Read more here
• Voice Call Archiver- Record and archive your native mobile calls by routing all your
incoming and outgoing calls via our recording server and receiving them on an app. Read
more here
• WhatsApp Archiver- Captures all WhatsApp chats, messages, calls including text,
multimedia, deleted messages and other attachments. Can capture WhatsApp Business
app chats. Read more here
• WeChat Archiver- Captures all WeChat/WeCom chats, messages, including text,
multimedia, recall messages, attachments and calls . Used with the WeChat Work
WeCom app. Read more here
• Telegram Archiver- Captures all Telegram chats, messages, including text, multimedia,
deleted messages and other attachments. Read more here
• Signal Archiver- Captures all Signal chats, messages, including text, multimedia, deleted
messages and other attachments. Read more here
3.3. Key benefits
The TeleMessage archiving solutions provide flexible deployment options to address the
unique needs of your environment.
• Text Message & Voice Archiving:TeleMessage Archives SMS, MMS, WhatsApp chats,
and voice calls.
• Industry Compliance: Including FINRA, MiFID II, SEC, Dodd-Frank Act, Public Records and
FOIA laws, HIPAA, SOX, GLPA and those put into effect by the US Federal Courts
• Employee Productivity: Boost employee motivation and collaboration with clear
guidelines concerning text messaging in the workplace
• Searches: Gain fast access to electronic records in the event of records requests, audits,
examinations and legal proceedings
• Reporting:Administrator tools allow the creation of archiving reports based on different
criteria
• Flexible Deployment: Use any device, operating system, carrier/plan and ownership
model.
Your captured text messaging/mobile content is indexed automatically and securely archived
as per your configuration, with immediate availability for review/supervision, on-demand
search and production with other supported electronic communication data.
TeleMessage Archiving Proposal Confidential Page 4 of 11
DocuSign Envelope ID:A3F8A165-8D09-4498-8903-F85B2FE08B00
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3.4. Store your data with the archiving vendor of your choice
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TeleMessage has integrated its platform with some of the leading archiving vendors
allowing you more flexibility & efficiency. Store all of your data in one central location—
we'll make sure it gets there safe & sound — and enjoy a seamless feature-rich full-
functionality interface.
Keep your emails, mobile text messages, call recordings and WhatsApp messages in a
single archiving storage:
• Seamless integration with existing archiving solutions for storage of mobile messages
• Search by email, phone number, device type, name, content & more
• Find, sort, verify&export information by approved personnel
• Search across SMS, MMS messages, Secure &WhatsApp chats and voice call
recordings
• Centralized storage of messages & related metadata
• Leverage existing investments and simplify workflows
• Supports storage On-Premise or Cloud SaaS
• Full audit & retrieval capabilities
Gain all the benefits of your compliance and eDiscovery for mobile messages:
• Compliance and governance over all message types
• All messages including mobile communication are indexed and ready for search and
retrieval
• Utilize existing rule triggers, policies, workflows and display
• Simplified training
• Unify report making
• Seamless integration within existing software
• End-to-End secured delivery—from mobile device to your archiving system.
• Ingestion of mobile messages as part of company email and electronic message
journaling
• Segregation of messages by location, department, or individual employee
TeleMessage Archiving Proposal Confidential Page 5 of 11
DocuSign Envelope ID:A3F8A165-8D09-4498-8903-F85B2FE08B00
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3.5 Administration capabilities
For all products,TeleMessage includes an Admin Station which
is an advanced web browser-based interface to the
TeleMessage user database.
As a company administrator, TeleMessage allows you to: add
& remove users; centrally manage user capabilities; enforce
policies;generate reports and statistics; and more.
4. Compliance and SLA
4.1. Meet Compliance Standards
Whether it's, FINRA, SEC, MiFID2, FCA, Public Records, FOIA or any other
industry regulation or law, we help organizations become compliant by Zvi/
providing the highest standards of data protection and message archiving.
TeleMessage is a Verified & Certified vendor: passing annual audits and
maintaining ISO 9001, 27001, 27017 and 27799 certifications - you can rely
on usl
TeleMessage Archiving Proposal Confidential Page 6 of 11
DocuSign Envelope ID:A3F8A165-8D09-4498-8903-F85B2FE08B00
! TeIeMessage
5. Pricing:
5.1. TeleMessage service
The offered Service and Products are listed at our website https://www.telemessage.com
(the "Site") and include the TeleMessage Mobile Applications, the TeleMessage Web
Interface,TeleMessage Mass Messaging and automation APIs, administration tools and such
other products and services provided on and via the Site (jointly and separately, the
"Service")
5.2. Service purchased by City of Spokane Valley
• The customer is purchasing the TeleMessage Mobile Archiver product.
• The customer will use the Network Archiver method.
• All mobile messages of customer will be routed and stored with Barracuda
•
5.3. Service Fees:
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Notes:
1. All contracts will be for 1 years paid annually.
2. One-time set-up fees:$25 per user(with a minimum setup of$500)
3. A minimum number of 20 users apply for purchases of mobile archiver licenses or if less,than a 2-year
contract
4. Prices do not include additional setup and monthly charges which may be imposed by mobile carrier, external
archive vendor or Tencent, or taxes
5. With some carrier partners,TeleMessage might add the carrier charges to your bill and transfer these charges
to the carrier.
6. 24x7 support,operations,maintenance and version upgrades are included without any additional cost.
7. Customers utilizing the TeleMessage Long Term Archiver-includes configurable archive term up to 7 years.
Additional costs apply for longer periods.
8. Any renewal in which subscription volume,subscription products or subscription length for any Services has
decreased from the prior term will result in re-pricing at renewal without regard to the prior term's per-unit
pricing.
9. Security Audits: Free security approval will include:White-paper, certifications and policies and any unique
questionnaire of up to 10 questions.$1,000-another 30 questions,$3,000-up to 150 questions,$5,000 any
questionnaire of more than 150 questions. Costs will be waived/returned for orders exceeding$50,000.
10, The use of the TeleMessage archiving products is allowed only for regulation and compliance purposes.
TeleMessage Archiving Proposal Confidential Page 7 of 11
DocuSign Envelope ID:A3F8A165-8D09-4498-8903-F85B2FE08B00
TeIeMessase
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Exhibit A
SERVICE AND MAINTENANCE AGREEMENT
TeleMessage, a company incorporated and registered in Delaware whose registered office is at 289
Great Road, Ste 103 Acton, MA 01720 ("TeleMessage") and City of Spokane Valley, whose registered
office is at 10210 E. Sprague Avenue I Spokane Valley, WA 99206 (the"User").
WHEREAS, TeleMessage manufactures, sells, and hosts messaging products and services;
WHEREAS, The User desires to utilize the TeleMessage service, as detailed in Section 5.2 of the
Services Agreement (the"Service") in accordance with the terms and conditions set forth
in this Agreement; and
WHEREAS, the terms and conditions found at http://www.telemessage.com/terms-conditions/, and the
privacy statement related to the Service, found at http://www.telemessage.com/privacy-
policy/ (respectively, the "Terms and Conditions" and the "Privacy Statement"), form an
integral part of this Agreement; and
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties
agree as follows:
1. Scope of Engagement
Nothing in this Agreement shall be construed to grant the User any rights or license to
manufacture, modify, duplicate,or otherwise copy or reproduce any of the products in the Service
provided by TeleMessage, Further, nothing herein shall be construed to grant the User any title,
rights, or other interest, whether express or implied, in any of the Products, except as may be
expressly provided herein. Please see more details in relation to license and other intellectual
property provisions in the Terms and Conditions.
2. Order and Supply of Products
a) Subject to Section 2(b) below, the User will pay TeleMessage for the provision of the Service to the
User in accordance with the agreed upon prices listed and attached hereto as Section 5.3 of the
Services Agreement ("Pricing"). The User shall make payments within 30 days of receipt of an
invoice.
b) If the User does not pay an invoice when due, TeleMessage reserves the right to suspend the
Service, provided however in all cases, that TeleMessage provides the User with at least five (5)
business days' notice of proposed suspension indicating in reasonable detail the basis for the
proposed suspension.
3. Term and Termination
This Agreement shall be valid for a period of three (3) years (the "Initial Term"), unless otherwise
terminated in accordance with the terms of this Agreement. Following such Initial Term, this
Agreement shall be automatically renewed for additional successive three-year terms
("Additional Terms" and, together with the Initial Term, the"Term"), unless either party notifies the
other in writing of an intention not to renew the Agreement within sixty (60) days of the end of the
Term. The User has the right to cancel the contract within the first 30 days and receive a prorated
refund if TeleMessage is unable to provide the Services as stated.
4. TeleMessage's Obligations
TeleMessage shall:
a) Allow the User to use the Service pursuant to the terms of this Agreement and the Terms and
Conditions;
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DocuSign Envelope ID:A3F8A165-81309-4498-8903-F85B2FE08B00
! TeteMessage
b) Provide the User with such technical information and advice relating to the Service ("Technical
Materials") as the User shall reasonably require to achieve the benefit of the Service.
c) Give the User reasonable notice of any change, addition, deletion, or otherwise in the Service
covered by this Agreement.
d) It is of the essence of this Agreement that the Services be efficient and function to the User's
reasonable satisfaction in full-time commercial operation in accordance with the terms of this
Agreement.
e) In performing the Service, TeleMessage agrees to provide the necessary related interfaces, tools,
and data for the User to provide fully functional and reliable Service in accordance with all applicable
law TeleMessage shall provide The User technical assistance as may be necessary for the User to
use the Service.
5. Confidentiality
a) The term "Confidential Information" shall mean and include the terms and conditions of this
Agreement and any and all proprietary information and data furnished at any time by TeleMessage
to the User, whether in oral,written, graphic, machine-readable or other tangible or intangible form
and whether or not protected by patents or other trade secret protection laws, including, but not
limited to, the Products, documents, system descriptions and manuals, algorithms, source codes,
designs,flow-charts and source and object media and listings,technical and other data, prototypes,
models, drawings, know-how, and manufacturing processes and specifications, business, financial
and marketing data, plans and forecasts, and customer lists and information. All Confidential
Information transmitted by TeleMessage to the User shall be treated by the User with the same
care as such User would exercise in the handling of its own confidential and/or proprietary
information, but not less than reasonable care. Such User shall not disclose such Confidential
Information to any person, employee, consultant and/or contractor unless it receives the prior
written consent of TeleMessage. Upon termination or cancellation of this Agreement for any
reason, all such Confidential Information of TeleMessage shall be immediately returned to
TeleMessage and the limitations and undertakings specified in this Section shall continue and
remain in effect from the date of termination or expiration of this Agreement.
b) Confidential Information shall not include information or matter that
i. was already known to the User prior to its disclosure by TeleMessage or is
independently developed by the User, as demonstrated by reasonable and
tangible evidence reasonably satisfactory to TeleMessage;
ii. has appeared in any printed publication or patent or shall become a part of the
public knowledge except as a result of breach of this Agreement by the User;
iii. has been received by the User from another person or entity having no
obligation to TeleMessage or its affiliates; or iv. is approved in writing by
TeleMessage for release by the recipient.
c) Notwithstanding anything to the contrary,the User acknowledges and confirms that any disclosure
or use of Confidential Information in a manner inconsistent herewith may give rise to irreparable
injury,which may not be adequately compensated by damages and, therefore, without derogating
from or limiting any right, remedy or relief to which TeleMessage may be entitled to under this
Agreement, by law or otherwise, in the event of a breach or threatened breach of this Agreement,
TeleMessage shall be entitled to an injunction restraining the User from using or disclosing the
Confidential Information and to that extent may initiate proceedings in any jurisdiction whatsoever
6. Limited Warranty
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DocuSign Envelope ID:A3F8A165-8D09-4498-8903-F85B2FE08B00
!)TeleMessage
a) TeleMessage warrants to the User that the Products shall be free of defects. TeleMessage shall
provide technical support to the User in relation to the Products as set out in Exhibit B, provided
that the User notifies TeleMessage within thirty (30) days of discovery of any non-conforming
Product.
b) THE WARRANTIES PROVIDED IN THIS SECTION CONSTITUTE TELEMESSAGE'S SOLE AND
EXCLUSIVE LIABILITY FOR NON-CONFORMING PRODUCTS AND SERVICES AND SHALL
CONSTITUTE THE USER'S SOLE AND EXCLUSIVE REMEDY FOR NON-CONFORMING
PRODUCTS AND SERVICES. THESE WARRANTIES ARE IN LIEU OF ALL OTHER
WARRANTIES EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO,
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
7. Miscellaneous Provisions
a) The governing law of the Agreement and settlement of disputes relating to this Agreement shall be
as set out in the Terms and Conditions.
b) The User is expressly prohibited from assigning or transferring this Agreement and any of the rights
and obligations granted hereunder without the express advance written authorization of
TeleMessage.
c) This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by each
of the parties, their respective successors, and permitted assigns.
d) This Agreement may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same instrument.
IN WITNESS HEREOF, the parties hereto have executed this Agreement the day and year first above
written.
TeleMessage Inc. The User:
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Name: Mark Carlin Name: i.ToHr�
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Title: VP of Sales Americas—Docu8igned by: Title: /'t')3t,--c c, 'y s.4,7"..¢ s-�
Signature: • Signature:�!�
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Date: 1/20/2022 Date: /-/3• 2o L.2
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DocuSign Envelope ID:A3F8A165-8D09-4498-8903-F85B2FE08B00
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Exhibit B
Support consists of handling of difficult technical questions, bugs and service outages. All
issues usually fall into the definition of Severity 1 through 3 on the Severity Code Chart.
Table 1. "Severity Codes"
Trouble Restoral Initial
Severity Description Expectation Status Update Response
Code s Intervals Time
Sev1 A"Catastrophic Error" means an error in 4.0 hours 60 mins 60 mins for
the Products, which causes a complete notification
(100%) loss of Service for 25% or more of (Continual and initial
Users. support through acknowled
to resolution via gement.
conference
bridge w/30 min
updates on
bridge)
Sev2 A Non-Catastrophic Error in the Products 6.0 hours 2 hours 60 mins
that causes Users to be unable to send
messages through the Service for 25% or
more of the users.
"Non-Catastrophic Error" means any
unplanned outage that is not specifically
classified as a Catastrophic Error
Sev3 12.0 hours 2 hours 60 mins
A Non-Catastrophic Error in the Products
that: (i) has an impact on operational
support or administrative tools/availability to
Service or provision node but not considered
to impact the Products; or(ii)causes less
than 50% degradation of TeleMessage
controlled response time.
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