Eversource is making available to Registrant a web-based application ("Municipal Hub") to allow limited access to critical facilities and certain customer outage information for Emergency Response Planning ("ERP") by authorized municipalities and certain other entities, such as the Registrant.
EVERSOURCE grants the Registrant the right and license to access the Municipal Hub pursuant to the terms of this Agreement.
EVERSOURCE and the Registrant agree as follows:
Access and Use
Access to and use of the Municipal Hub by Registrant and Authorized Users (defined below) shall be subject to compliance by such Authorized Users and Registrant with the terms of this Agreement.
Registrant shall designate up to one (1) authorized representatives that have been designated to work with Eversource in responding to an ERP event to register as authorized users ("Authorized Users") of the Municipal Hub in compliance with all Eversource requirements.
The information on the Municipal Hub shall be accessed and used for ERP and to obtain outage information relating to critical facilities and critical customers during an outage event ("Customer Information") for response assistance and public safety purposes only, and use of such Customer Information shall be limited to those purposes and disclosure limited to those persons that need to know solely in furtherance of such purposes, all in compliance with applicable laws ("Purpose").
In the event that Registrant or its Authorized Users obtain from the Municipal Hub any Customer Information cellphone numbers, Registrant agrees to not use any automated technologies (i.e. autodialers or robodialers) to contact individuals, to limit such contacts only for emergency public safety purposes related to an outage event, to immediately discontinue use of the cellphone number if requested by the individual answering the phone, and to adhere to all applicable laws regarding use of cellphone numbers.
Authorized Users must keep access credentials confidential and secure and not disclose such credentials to any other person.
Registrant acknowledges the confidential nature of the Information and proprietary rights of Eversource and its affiliates in and to the Municipal Hub and Customer Information. The Municipality acknowledges and agrees that the Information is furnished to it on a confidential basis, and that it is not to be released to the general public, and is to be used for the sole and exclusive use of the Registrant and Authorized Users for the Purpose, and accordingly, Registrant agrees to keep Customer Information secure and confidential and use Customer Information solely for the Purpose and restrict disclosure to those persons that need to know solely in furtherance of such Purpose, and destroy such information upon completion of the Purpose.
Registrant shall provide information to Eversource as may be requested from time to time relating to access to and use of the Municipal Hub usage.
Registrant shall promptly notify Eversource in the event of (a) an unauthorized use or disclosure of access credentials; or (b) if any Authorized User no longer requires Municipal Hub access, so that Eversource can revoke the access credentials. Registrant shall contact: their Customer Relations Specialist or Community Liaison.
Failure to comply with this Agreement may result in a suspension or revocation of access rights and/or termination of this Agreement.
Unless terminated sooner by either party, the term of this agreement shall be twelve (12) months from the effective date specified above, and shall renew automatically thereafter on a year - to - year basis.
This Agreement may be terminated at any time by either party by written notice by the terminating party to the other party. Upon termination, all access credentials to the Municipal Hub issued to the Registrant's Authorized Users shall be revoked. However, all of the Registrant's obligations of confidentiality and protection of all Customer Information accessed or otherwise obtained from the Municipal Hub shall survive termination or expiration of this Agreement.
Registrant shall be liable for any noncompliance with this Agreement by Registrant or by its Authorized Users and for any unauthorized access or use of any information obtained from the Municipal Hub using credentials issued to Registrant's Authorized Users.
While EVERSOURCE will use commercially reasonable efforts to keep the information on the Municipal Hub accurate, EVERSOURCE does not guaranty the currency, accuracy or completeness of that information. EVERSOURCE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE INFORMATION ON, OR THE AVAILIABILITY OF, THE MUNICIPAL HUB, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
No waiver, consent, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of both of the parties hereto, and no waiver by any party of any default of the other shall be deemed to be a waiver by such party of any other default.
Governing Law. This Agreement and the rights and duties of the parties hereunder shall be governed by and construed in accordance with the laws of the state or commonwealth where the Registrant is located and the parties acknowledge and agree that public disclosure of any Customer Information is exempted from disclosure pursuant to state public records disclosure laws or the Freedom of Information Act, 5 U.S.C. 552 (b) exemptions specific to personal information and business proprietary interests. If any court shall deem any provision of this Agreement unenforceable by reason of the extent or duration of the covenants contained herein or for any other reason, then the Municipality agrees that the court shall reduce or modify as appropriate the provision hereof that is unenforceable so as to render such provision (and/or the remaining provisions of this Agreement) enforceable, and that this Agreement as so modified shall otherwise remain in full force and effect in accordance with its terms.
This Agreement represents the entire Agreement between the Municipality and Eversource with respect to the subject matter of confidentiality set forth herein, may only be amended by a writing signed by the parties, shall inure to and be binding upon the parties and their respective successors and assigns, and shall be construed in accordance with the laws of the Commonwealth of Massachusetts.