HomeMy Public PortalAbout2019.09.30 Telemessage Agreement McCallTele Message
Service Agreement
between
TeleMessage
and
City of McCall
Cit}' of McCall
Attn: BessieJo Wagner
TeleMessage Contact: Erin Phipps
Mob ile : +1-781-414-1899 I Office : +1-978-263-1015 X225 I Fax : +1-978-263-6467
E-mail : erinp@telemessage.com I Web: www.TeleMessage.com
Version: 1.4
Last Updated : August 15, 2019
DocuSign Envelope ID: 8E09BB85-5A36-44DD-A757-D34440F31D38
~Tele Message
1. About TeleMessage
TeleMessage is t r ansforming business mobile messaging and mobile archiving with its mission -
critical solutions: Managed, Secure, Reliable and IT Ready.
Ou r solutions portfolio includes three product lines:
Mobile Archiver
Archive your organization's
mobile text messages & calls
The TeleMessage Mobile
Archiver allows mobile phone
text, chats and call archiving
for compliance, regulatory and
eDiscovery requirements.
Capturing mobile content
from BYOD and corporate
phones.
Secure Enterprise Messaging
Text securely with co-
workers, teams & customers
The TeleMessage Secure
Enterprise Messaging,
provides secure chat for co -
workers and customers by
using Android/iOS apps , web
portal, Outlook Plug -in, and a
range of APls that connect to
any operational IT system.
Mass Messaging
High volume messaging
across text, voice, fax & email
m .-mm ~-
------m o ------
The TeleMessage Mass
Messaging provides
enterprises with tools to send
and receive multi-channel
bulk messaging across: SMS ,
MMS, Voice calls , Faxes, Email
and Push Notifications to
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
enterpri ses, 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 .
Customers include Capital One Bank, Hewlett-Packard, FedEx, Verizon Wireless, Sprint, Rogers ,
Wind, Telus , Union Bank, Bank Discount, Dell, Accenture and many more.
TeleMessage Archiving Proposal Confidential Page 2of12
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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
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 and WhatsApp chats
from corporate or BYOD mobile phones . Messages are securely and reliably retained within
Tele Message 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 :
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DocuSign Envelope ID: 8E09BB85-5A36-44DD-A757-D34440F31D38
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FEATURES
Brief
Supports archiving
of
App installation
Phone ownership
Supported Devices
NETWORK ARCHIVER
Integrated with mobile
carrier networks to get a
copy of messages and
calls directly from the
operator network side
and archive them.
SMS, MMS,
Calls (on selected
networks)
No
Enterprise only
Any phone
Selected US & European Supported
Countries/Carriers
I Archives person_a_I -+--
messages
carriers
Yes
Secure messaging
I User behaviour
~r limitations
No
Uses phone native
messaging and dialling
Disable iMessage on
iPhone and Samsung
Messages on Android
TeleMessage Archiving Proposal
ANDROID ARCHIVER
ENTERPRISE NUMBER
ARCHIVER WHATSAPP ARCHIVER
~~-+-~~~~~~~~~--+~~~~~~~~~--+
•I• ~
(ww -J ---
App for Android that runs
in the background and
captures all messages and
voice calls, and uploads
them to be archived .
SMS, MMS,
Calls
(on selected devices)
Yes
Enterprise/BYOD
Android
All countries & All
carriers
Yes
No
Uses phone native
messaging and dialling
Works on Android -only
devices.
Disable Samsung
Messages and WiFi
calling on Android.
Confidential
Provides employees with a
business number
associated with an App on
their Apple or Android
smartphone. Business
communication via this 2 nd
number is archived .
SMS , MMS, Calls,
Secure chats
Yes
Enterprise/BYOD
iOS & Android
Most countries I carriers
No
To other secure apps
Uses App for messaging
Uses App for
messaging/calls data
connection
Captures all WhatsApp
chats and messages
including text,
multimedia and other
attachments, and
uploading them to be
archived.
All chat content: Text,
Images, Videos, Files,
Contacts, Deleted
messages
Yes
Enterprise/BYOD
iOS & Android
All countries & All
carriers
No
(if on separate enterprise
number)
Yes
Exactly the same as
regular WhatsApp
Installation requires
MOM or APK for Android .
Uses Carrier Data & WiFi
to upload messages
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3.3. Key benefits
The Tele Message 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 you r configuration, with immediate availability for review/supervision, on-demand
search and production with other supported electronic communication data .
3.4. Store your data with the archiving vendor of your choice
i .................. ~
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.
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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
...............
·.
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DocuSign Envelope ID: 8E09BB85-5A36-44DD-A757-D34440F31D38
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3.5 Administration capabilities
For all products, Tele Message includes an Admin Station which
is an advanced web browser-based i nterface 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 stat istics ; 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
providing the highest standards of data protection and message archiving.
TeleMessage is a Verified & Certified vendor: passing annual audits and
ma i ntain i ng ISO 9001, 27001 and 27799 certifications -you can rely on us!
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 APls, 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 McCall
• 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 TBD
• Service will include unlimited text messages and calls in the USA and Canada
• Messages to other destinations will be charged separately .
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DocuSign Envelope ID: 8E09BB85-5A36-44DD-A757-D34440F31D38
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5.3. Service Fees:
Type of service Cost User/year # Users % Discount
==-=-=-=-=-....:~ ............... ----~ Network Archiver $10 * 12 mon ths 32
e ·on
One-time set up fee
Tota l: iiiiiiiii===;-...-,,,,.,
• Optional two year contract discounted 5 %
Subtotal
$ 3840
$ 2 95
$ 4135
• Text for Network Archiver includes SMS and MMS messages. Some carriers may support
archiving only SMS and not MMS.
• Standard setup includes admin account configuration, user setup and activation and
achieving plan routing.
• Prices are per user per month. Prices are valid for a purchase of an annual contract.
• The following minimum number of users apply for purchases of mobile archiver licenses:
o 5 users for: Network Archiver, Android Archiver & Enterprise Number Archiver or in
combination.
o 20 users for: WhatsApp Archiver.
• Customers can combine different mobile archiving products and maintain a single setup fee .
• User accounts must be purchased before account activation.
• Prices do not include additional setup and monthly charges which may be imposed by
mobile carrier or external archive vendor.
• Prices do not include VAT or any other applicable taxes.
• 24x7 support, operations, maintenance and version upgrades included without any
additional cost.
• If you chose to store your archived communication with TeleMessage, services include
message archive and retention for up to 7 years. If you would like to reduce retention
period, please contact your account manager. You will be able to purchase retention for
longer periods for an additional cost.
• Text for Network Archiver includes SMS and MMS messages . Some carriers may support
archiving only SMS and not MMS.
• Standard setup includes admin account configuration, user setup and activation and
achieving plan routing.
• Prices are per user per month. Prices are valid for a purchase of an annual contract.
• Customers can combine different mobile archiving products and maintain a single setup fee.
• User accounts must be purchased before account activation.
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DocuSign Envelope ID: 8E09BB85-5A36-44DD-A757-D34440F31D38
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Exhibit A
SERVICE AND MAINTENANCE AGREEMENT
TeleMessage , a company incorporated and registered in Delaware whose registered office is at 468
Great Road , Acton , MA 01720 ("TeleMessage") and City of McCall , whose registered office is at 216 E
Park Street McCall ID 83638 (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 cond itions found at http://www.telemessage .com/terms-conditions/, and the
pr ivacy statement related to the Service , found at http ://www.telemessage .com/privacy-
policy/ (respectively , the "T erms 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 one (1 ) year (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 one-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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b) Provide the User wit h such techn ical information and adv ice 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 Serv ice
covered by this Agreement.
d) It is of the essence of this Agreement that the Serv ices be efficient and funct ion to the User's
reasonable satisfaction in full-time commercial operation in accordance with the terms of th is
Agreement.
e) In performing the Service , TeleMessage agrees to provide the necessary related interfaces , too ls ,
and data for the User to provide fully functional and reliable Service in accordance with all appl icable
law TeleMessage shall prov ide The User technical assistance as may be necessary for the User to
use the Service .
5. Confidential ity
a) The term "Confidential Information " shall mean and include the terms and conditions of this
Ag reement and any and all proprietary information and data furnished at any time by TeleMessage
to the User, whether in oral , written , graphic , mach ine-readable or other tang ible or intangible form
and whether or not protected by patents or other trade secret protection laws , including , but not
li mited to , the Products , documents , system descriptions and manuals , algorithms , source codes ,
des igns , 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 Confident ial
Information transmitted by TeleMessage to the User shall be treated by the User with the same
ca re as such User would exercise in the handling of its own confidential and /or proprietary
info rmation , but not less than reasonable care . Such User shall not d isclose such Confidential
Informat ion to any person , employee , consultant and/or contractor unless it receives the prior
wri tte n consent of TeleMessage . Upon term ination or cancellation of this Agreement for any
reason , all such Confidential Information of TeleMessage shall be immediate ly returned to
Te leMessage and the limitations and undertakings specified in this Section shall continue and
rema in in effect from the date of termination or exp irat ion of this Agreement.
b) Co nfidentia l 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 publicat ion or patent or shall become a part of the
public knowledge except as a result of breach of th is Agreement by the User ;
iii. has been received by the User from another person or entity hav ing no
obligation to TeleMessage or its affiliates ; or iv . is approved in wr iting by
TeleMessage for release by the recipient.
c) Notwithstanding anything to the contrary , the User acknowledges and confirms that any d isclosure
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 lim iting any right , remedy or relief to which TeleMessage may be entitled to under th is
Agreement , by law or otherwise , in the event of a breach or threatened breach of this Agreement ,
TeleMessage shall be entitled to an in j unction restraining the User from using or disclosing the
Confidential Information and to that extent may init iate proceedings in any jurisdict ion whatsoever
6. Limited Warranty
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Exhibit B
Support consists of handling of difficult technical questions , bugs and seNice outages . All
issues usually fall into the definition of Severity 1 through 3 on the Severity Code Chart . Ill "Severity Codes" •
Sev1 A "Catastrophic Error" means an error in 4 .0 hours 60 mins 60 mins for
the Products , which causes a complete notification
(1 00%) loss of SeNice 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 SeNice for 25% or
more of the users.
"Non-Catastrophic Error" means any
unplanned outage that is not specifically
classified as a Catastrophic Error
Sev3 A Non-Catastrophic Error in the Products 12 .0 hours 2 hours 60 mins
that: (i) has an impact on operational
support or administrative tools I availability to
SeNice or provision node but not considered
to im pact the Products ; or (ii) causes less
than 50% degradation of TeleMessage
controlled response time .
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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 govern ing 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) Th is 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.
Name: Mark Carlin
Title : VP of Sales Americas
Signature : _____________ _
Date : ______________ _
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DocuSign Envelope ID: 8E09BB85-5A36-44DD-A757-D34440F31D38
10/11/2019