190000000461.pdf

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services 320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

Change Notice Number 10 to

Contract Number MA190000000461

C O

N

TR

AC

TO

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Dataminr, Inc.

6 East 32nd Street, 2nd Floor

New York NY 10016

Paul Tierney

571-421-2759 paul.tierney@dataminr.com

VS0068235

ST

AT

E

Pr og ra m

M an ag er

Brandon Philip DTMB

517-749-7168 philipb@michigan.gov

C on tr ac t Ad m in is tr at or Kristine Mills DTMB

517-242-6402 millsk11@michigan.gov

CONTRACT SUMMARY

Social Media Notifications Solution

INITIAL EFFECTIVE DATE

March 1, 2019

INITIAL EXPIRATION DATE

February 29, 2020

INITIAL AVAILABLE OPTIONS

9 - 1 Year

EXPIRATION DATE BEFORE

February 28, 2027

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS

P-Card Direct Voucher (PRC) Other

EXTENDED PURCHASING

Yes No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION

1 Year

EXTENSION LENGTH OF EXTENSION

REVISED EXP. DATE

February 28, 2028

CURRENT VALUE

$945,750.00

VALUE OF CHANGE NOTICE

$20,000.00

ESTIMATED AGGREGATE CONTRACT VALUE

$965,750.00

DESCRIPTION

Please note the Program Manager or Contract Administrator may have changed, and are reflected on this Change Notice.

Effective 6/22/2026, the parties agree to add $20,000 to renew two First Alert Individual Use Licenses for the period of August 7, 2026 through August 6, 2027. The State is also exercising the 8th option year, leaving one remaining option year. The revised contract expiration date is 2/28/2028.

All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement Services approval.

Internal Note- Remaining Ad Board Funds after this change notice: $731,999.99.

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

DTMB

320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Social Media Notifications Solution

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

March 1, 2019 February 29, 2020 9 Months February 28, 2026

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

6 East 32nd Street, 2nd Floor

New York NY 10016

Andrew Johnston

(860) 918-4808 ajohnston@dataminr.com

VS0068235

Dataminr, Inc.

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Kristine Mills

517-242-6402

DTMB

Various DTMB millsk11@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

Change Notice Number 9

Contract Number MA190000000461 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

1 Year February 28, 2027

$925,750.00 $20,000.00 $945,750.00

DESCRIPTION

Effective 8/15/2025, the State exercises an option year and adds $20,000 to procure 2 Individual Use First Alert Licenses for DTMB for the period 8/7/2025-8/6/2026. The revised contract expiration date is 2/28/2027.

All other terms, conditions, specifications and pricing remain the same. Per Contractor, Agency, and DTMB Procurement approval.

Internal Note- Remaining Ad Board Funds after this change notice: $751,999.99.

AGENCY NAME PHONE EMAIL

DTMB Brandon Philip 517-749-7168 philipb@michigan.gov

DTMB Jim Coggin 517-243-5265 CogginJ@michigan.gov

DTMB Lizabeth Rich 989-370-7989 RichL1@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 9 TO CONTRACT NO. MA190000000461

Department of Technology, Management, and Budget 320 S. Walnut Street 2nd Floor Lansing, MI 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Social Media Notifications Solution

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

March 1, 2019 February 29, 2020 9 - 12 Months February 28, 2026

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

6 East 32nd Street, 2nd Floor

New York NY 10016

Andrew Johnston

(860) 918-4808 ajohnston@dataminr.com

VS0068235

Dataminr, Inc.

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N

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A C

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Kristine Mills

517-242-6402

DTMB

Various Various millsk11@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

Change Notice Number 8

Contract Number MA190000000461 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$865,750.00 $60,000.00 $925,750.00

Effective 2/28/2025, this Contract is increased by $60,000 to renew 6 First Alert Individual Use Licenses, 3 for Intelligence Operations Division (IOD) and 3 for Communications and Outreach Division (COD), all for the term for the period 2/29/2025 - 2/28/2026. Each Individual Use License is for one unique Authorized User. Dataminr will provide trial access for up to 1 additional Individual Use License for COD and for up to 2 additional Individual Use Licenses for IOD during contract period of performance.

In addition, the following language is added to the Master Agreement.

"Accessibility Requirements.

The State is required to comply with the Americans with Disabilities Act of 1990 (ADA) and has adopted standards and procedures regarding accessibility requirements for websites, applications, content, and electronic documents. Due to a change in the law, the State is required to comply with specific accessibility standards for websites, applications, content and documents.

Starting 4/24/2026, throughout the Term, all websites, applications, software, content, and electronic documents, including but not limited to mobile applications, text, images, sounds, videos, controls, animations, links, and documents (including files in the following formats: PDF, word processing, presentation, and spreadsheet), created, provided, or made available by the Contractor under this Contract, must comply with WCAG 2.1 Level AA."

All other terms, conditions, specifications and pricing remain the same. Per Contractor, Agency, and DTMB Procurement approval.

Remaining Ad Board funds after this CN: $771,999.99.

DTMB Brandon Philip 517-749-7168 philipb@michigan.gov

DTMB Jim Coggin 517-243-5265 CogginJ@michigan.gov

MSP Lizabeth Rich 989-370-7989 RichL1@michigan.gov

Program Managers for

CHANGE NOTICE NO. 8 TO CONTRACT NO. MA190000000461

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Social Media Notifications Solution

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

March 1, 2019 February 29, 2020 9 - 12 Months February 28, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

6 East 32nd Street, 2nd Floor

New York NY 10016

Andrew Johnston

(860) 918-4808 ajohnston@dataminr.com

VS0068235

Dataminr, Inc.

C O

N

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A C

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Kristine Mills

517-242-6402

DTMB

Various Various millsk11@michigan.gov

STA

TE

C ontract

A dm inistrator Program M anager

Change Notice Number 7

Contract Number MA190000000461 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

12 Months February 28, 2026

$853,750.00 $12,000.00 $865,750.00

DESCRIPTION

Effective 5/24/2024 , the State exercises an option year and adds $12,000 to procure 2 Individual Use First Alert Licenses for DTMB for the period 8/7/2024-8/6/2025. Please note the Contract Administrator has been changed to Kristine Mills.

All other terms, conditions, specifications and pricing remain the same. Per Contractor, Agency, and DTMB Procurement approval.

MSP Lizabeth Rich 989-370-7989 RichL1@michigan.gov

DTMB Jim Coggin 517-243-5265 CogginJ@michigan.gov

DTMB Brandon Philip 517-749-7168 philipb@michigan.gov

Program Managers for

CHANGE NOTICE NO. 7 TO CONTRACT NO. MA190000000461

Michigan Department of Technology, Management & Budget (“Customer”) may purchase First Alert account access for the period pursuant to the terms set forth below. This offer is valid until August 8, 2024.

Product Term

Number of Individual Use Licenses*

Total Dataminr Price

First Alert 12 Months 2 $12,000

*Each Individual Use License is for one unique Authorized User

135 Madison Ave, 9th Floor, New York, NY 10016 | P 212.292.8160 | F 646.701.7818 | dataminr.com

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 6 to

Contract Number 190000000461

Various

Jarrod Barron ajohnston@dataminr.com

Andrew Johnston

New York, NY 10016

DATAMINR, INC.

VS0068235

(860) 918-4808

6 East 32nd Street, 2nd Floor

(517) 249-0406 S

T A

T E

P ro g ra m

M a n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

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DTMB

barronj1@michigan.gov

$679,750.00

March 1, 2019 February 28, 2025

SOCIAL MEDIA NOTIFICATIONS SOLUTION

February 29, 2020

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

9 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ February 28, 2025

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$174,000.00 $853,750.00

Effective 12/12/2023, the parties add $174,000 ($150,000 to renew the 25 IOD licenses and $24,000 to add 4 licenses for Communication and Outreach) all for the term for the period 2/29/2024 - 2/28/2025. All other terms, conditions, specifications and pricing remain the same. Per Contractor, Agency, DTMB Procurement and State Administrative Board approval on 12/12/2023. Remaining Ad Board funds after this CN: $843,999.99.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

CONTRACT SUMMARY

MSP

Program Managers for

CHANGE NOTICE NO. 6 TO CONTRACT NO. 190000000461

Lizabeth Rich 989-370-7989 RichL1@michigan.govMSP

Jim Coggin 517-243-5265 CogginJ@michigan.govDTMB

Brandon Philip 517-749-7168 philipb@michigan.govDTMB

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 5 to

Contract Number 190000000461

Various

Jarrod Barron ajohnston@dataminr.com

Andrew Johnston

New York, NY 10016

DATAMINR, INC.

VS0068235

(860) 918-4808

6 East 32nd Street, 2nd Floor

(517) 249-0406 S

T A

T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

DTMB

barronj1@michigan.gov

$667,750.00

March 1, 2019 February 28, 2024

SOCIAL MEDIA NOTIFICATIONS SOLUTION

February 29, 2020

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

9 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☒ ☐ February 28, 2025

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$12,000.00 $679,750.00

Effective 6/16/2023, the State exercises an option year and adds $12,000 to procure 2 Individual Use First Alert Licenses for DTMB for the period 6/26/2023 - 6/25/2024. All other terms, conditions, specifications and pricing remain the same. Per Contractor, Agency, and DTMB Procurement approval. Remaining Ad Board funds after this CN: $87,999.99.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

Program Managers for

CHANGE NOTICE NO. 5 TO CONTRACT NO. 190000000461

Lizabeth Rich 989-370-7989 RichL1@michigan.govMSP

Jim Coggin 517-243-5265 CogginJ@michigan.govDTMB

Brandon Philip 517-749-7168 philipb@michigan.govDTMB

Statement of Work No. 1

Effective Date: August 7, 2023

Customer: Michigan Department of Technology, Management & Budget (“Customer”)

Address:

Contact: Jeff Pratt Email: prattj@michigan.gov Phone: 517-202-4146 Billing Contact: Jeff Pratt Billing Email: prattj@michigan.gov

Services: This Statement of Work is for the license listed below for First Alert.

LICENSE TYPE: Fees Per License

Total Annual Fees

2 Individual Use Licenses solely for use by Authorized Users $6,000 $6,000

TOTAL FEES: $12,000

License Type Definition(s):

“Individual Use License” means a license that is provided to a specific Authorized User. Authentication Credentials are personal to each Authorized User and may not be shared with or used by more than one person. Customer may transfer an Individual Use License from one user to another from time to time provided that the number of Authorized Users shall be no greater than the number of Individual Use Licenses purchased under the applicable Service Order.

Initial Term: 12 months (from August 7, 2023 through August 6, 2024).

Fees: For the Initial Term, Customer shall pay Dataminr, Inc. (“Dataminr”) the Total Fees set forth above.

Payments:

Method of Payment – ACH/Wire Transfer or Check (please include invoice number on all payments) Sales Tax Exempt PO Required – Yes No; If PO required, provide PO #_________

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 4 to

190000000461Contract Number

Various

Jarrod Barron ajohnston@dataminr.com

Andrew Johnston

New York, NY 10016

DATAMINR, INC.

VS0068235

(860) 918-4808

6 East 32nd Street, 2nd Floor

(517) 249-0406 S

T A

T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

DTMB

barronj1@michigan.gov

$517,750.00

March 1, 2019 February 28, 2023

SOCIAL MEDIA NOTIFICATIONS SOLUTION

February 29, 2020

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

9 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☒ 1 Year ☐ February 28, 2024

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$150,000.00 $667,750.00

Effective 11/22/2022, the State exercises an option year and adds $150,000 to renew its existing 25-person enterprise license for the period 3/1/2023 through 2/28/2024. All other terms, conditions, specifications and pricing remain the same. Per Contractor, Agency, and DTMB Procurement approval. Remaining Ad Board funds after this CN: $99,999.99.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

Program Managers for

CHANGE NOTICE NO. 4 TO CONTRACT NO. 190000000461

Lizabeth Rich 989-370-7989 RichL1@michigan.govMSP

Gordon Mayes 517-204-8026 MayesG1@michigan.govDTMB

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 3 to

190000000461Contract Number

Various

Jarrod Barron ajohnston@dataminr.com

Andrew Johnston

New York, NY 10016

DATAMINR, INC.

VS0068235

(860) 918-4808

6 East 32nd Street, 2nd Floor

(517) 249-0406 S

T A

T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

DTMB

barronj1@michigan.gov

$367,750.00

March 1, 2019 February 28, 2022

SOCIAL MEDIA NOTIFICATIONS SOLUTION

February 29, 2020

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

9 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☒ 1 Year ☐ February 28, 2023

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$150,000.00 $517,750.00

Effective 2/1/2022, the State exercises an option year and adds $150,000 to renew its existing 25-person enterprise license for the period 3/1/2022 through 2/28/2023.

Funding was approved on the 2/1/2022 Ad Board (CN 3).

All other terms, conditions, specifications and pricing remain the same. Per Contractor, Agency, DTMB Procurement and State Administrative Board approval on 2/1/2022.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

Program Managers for

CHANGE NOTICE NO. 3 TO CONTRACT NO. 190000000461

David Eddy 517-749-4167 EddyD@michigan.govMSP

Gordon Mayes 517-204-8026 MayesG1@michigan.govDTMB

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 2 to

190000000461Contract Number

Various

Jarrod Barron ajohnston@dataminr.com

Andrew Johnston

New York, NY 10016

DATAMINR, INC.

VS0068235

(860) 918-4808

6 East 32nd Street, 2nd Floor

(517) 249-0406 S T A T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

MSP

DTMB

barronj1@michigan.gov

$242,750.00

March 1, 2019 February 28, 2021

SOCIAL MEDIA NOTIFICATIONS SOLUTION

February 29, 2020

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

9 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☒ ☐ February 28, 2022

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$125,000.00 $367,750.00

Effective 2/16/2021, the State exercises an option year and adds $125,000 to renew its existing 25-person enterprise license for the period 3/1/2021 through 2/28/2022. All other terms, conditions, specifications and pricing remain the same. Per Contractor, Agency and DTMB Procurement approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

Program Managers for

CHANGE NOTICE NO. 2 TO CONTRACT NO. 190000000461

MSP David Eddy 517-749-4167 EddyD@michigan.gov

DTMB Gordon Mayes 517-204-8026 MayesG1@michigan.gov

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 1 to

190000000461Contract Number

Various

Jarrod Barron ajohnston@dataminr.com

Andrew Johnston

New York, NY 10016

DATAMINR, INC.

VS0068235

(860) 918-4808

6 East 32nd Street, 2nd Floor

(517) 249-0406 S T A T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

DTMB

barronj1@michigan.gov

$117,750.00

March 1, 2019 February 29, 2020

SOCIAL MEDIA NOTIFICATIONS SOLUTION

February 29, 2020

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

9 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☒ 1 year ☐ February 28, 2021

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$125,000.00 $242,750.00

Effective 2/25/2020, the State exercises an option year and adds $125,000 to renew its existing 25-person enterprise license for the period 3/1/2020 through 2/28/2021. The parties also revise and fully restate the Twitter legal terms as attached. All other terms, conditions, specifications and pricing remain the same. Per Contractor, Agency and DTMB Procurement approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

Program Managers for

CHANGE NOTICE NO. 1 TO CONTRACT NO. 190000000461

MSP David Eddy 517-749-4167 EddyD@michigan.gov

DTMB Gordon Mayes 517-204-8026 MayesG1@michigan.gov

Revised Third Party Twitter Terms, Conditions and Notices

1. Twitter TOS (https://twitter.com/en/tos)

2. Customer may not use, or knowingly display, distribute, or otherwise make available Twitter Content (as defined at https://developer.twitter.com/en/developer-terms/agreement-and-policy.html), and information derived from Twitter Content (1) for surveillance purposes, including but not limited to: (a) investigating or tracking Twitter’s users or their Twitter Content; and, (b) tracking, alerting, or other monitoring of sensitive events (including but not limited to protests, rallies, or community organizing meetings); (2) for the purposes of conducting or providing surveillance, analyses or research that isolates a group of individuals or any single individual for any unlawful or discriminatory purpose or in a manner that would be inconsistent with Twitter’s users’ reasonable expectations of privacy; or (3) to target, segment, or profile individuals based on health (including pregnancy), negative financial status or condition, political affiliation or beliefs, racial or ethnic origin, religious or philosophical affiliation or beliefs, sex life or sexual orientation, trade union membership, data relating to any alleged or actual commission of a crime, or any other sensitive categories of personal information prohibited by law.

3. If law enforcement personnel request information about Twitter or its users for the purposes of an ongoing investigation, Customer shall not provide them such information and shall, instead, refer them to Twitter’s Guidelines for Law Enforcement located at https://t.co/le.

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 190000000461 .

between

THE STATE OF MICHIGAN

and

C O

N

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A C

TO

R

Dataminr, Inc.

ST

A

TE

Pr og an ag er Brian Budde MSP

6 East 32nd Street, 2nd Floor (517) 284-3148

New York, NY 10016 buddeb1@michigan.gov

Andrew Johnston

C on tra ct

Ad in is tra to r Christopher Martin DTMB

(860) 918-4808 (517) 643-2833 ajohnston@dataminr.com martinc20@michigan.gov

VS0068235

DESCRIPTION: Social Media Notifications Solution

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

3/1/2019 2/29/2020 9 1-year 2/29/2020

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-card ☐ Payment Request (PRC) ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

MISCELLANEOUS INFORMATION

This is a contract for a SaaS solution that provides email notifications from social media (Twitter) feeds.

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $117,750.00

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management, and Budget 525 W. Allegan St., Lansing, Michigan 48913 P.O. Box 30026 Lansing, Michigan 48909

Statement of Work No. 1 – Public Sector

Effective Date: February 27, 2019

Customer: Michigan State Police Address: 7150 Harris Drive Dimondale, Michigan 48821

Contact: Brian Budde Email: BuddeB1@michigan.gov Phone: 517- 284-3148

Billing Contact: Brian Budde Billing Email: BuddeB1@michigan.gov

Services: This Statement of Work is for the license(s) listed below for Dataminr Alerts.

LICENSE TYPE: ANNUAL FEE PER

LICENSE TOTAL

1 Enterprise License for use by up to 25 Authorized Users within Michigan State Police $117,750.00 $117,750.00

TOTAL ANNUAL FEES: $117,750.00

License Type Definition(s):

“Enterprise License” means a license that permits the Customer or business unit of Customer as set forth in the applicable SOW to designate any of its personnel (subject to any user caps) to be Authorized Users. Authentication Credentials may not be shared with or provided to any individual other than such Authorized User.

Initial Term: 12 months (from March 1, 2019 through February 29, 2020).

Renewal Term(s): Following the Initial Term, this Statement of Work may be renewed for up to nine (9) successive twelve (12) month renewal terms (each a “Renewal Term”) upon mutual written agreement of both parties, prior to the end of the Initial Term or then-current Renewal Term (as applicable).

Fees: For the Initial Term, Customer shall pay Dataminr, Inc. (“Dataminr”) $117,750.00 for a 12 month subscription.

Payments:

Method of Payment – o ACH/Wire Transfer or o Check (please include invoice number on all payments) o Sales Tax Exempt

Additional Terms:

This agreement (“Agreement”) is entered into as of the date indicated above (the “Effective Date”) between Dataminr and the Customer. This Agreement includes and incorporates the above Statement of Work, Dataminr’s Master Services Agreement (“Master Agreement”), which is attached hereto, as well as any Statements of Work previously or subsequently entered into by the parties. There will be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof. Each party’s acceptance of this Agreement was and is expressly conditional upon the other’s acceptance of the terms contained in the Agreement to the exclusion of all other terms.

Capitalized terms not otherwise defined herein shall have the meaning set forth in the Master Agreement.

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MASTER SERVICES AGREEMENT

1. Parties. This Master Services Agreement (this “Master Agreement”) is entered into by Customer (as defined in the Statement of Work (“SOW”) that this Master Services Agreement governs) and Dataminr, Inc. (“Dataminr”). Customer must execute at least one SOW to purchase access to Dataminr services (individually and collectively, “Services”). To purchase additional Services, Customer must execute an additional SOW (which will be numbered sequentially, e.g., “SOW 1”, SOW 2”, and so on) that references this Agreement and sets forth the specific Services to be provided to Customer. This Master Agreement and all SOWs entered into by the parties pursuant to this Master Agreement are collectively referred to herein as the “Agreement”.

2. Description of Services. Dataminr provides a software-as-a-service solution that, among other things, provides real-time alerts (“Alerts”) sourced from publicly available data, information and materials, including public tweets and other public content made available through Twitter, Inc. (collectively, the “Third Party Materials”).

3. Provision of Services.

a. Customer’s Affiliates may purchase access to Services under the terms and conditions of this Master Agreement by mutually executing a SOW with Dataminr; provided that Customer shall remain responsible for its Affiliates’ compliance with all of the terms and conditions of this Agreement. An “Affiliate” of Customer is an entity that is controlled, controlled by, or is under common control with Customer.

b. Dataminr will make the Services purchased by Customer available to Customer in accordance with this Agreement. Customer’s Authorized Users (as defined below) may access and use the Services solely for Customer’s internal purposes. An “Authorized User” is an employee or contractor of Customer or Customer’s Affiliate (if such Affiliate has executed a SOW with Dataminr) authorized to use the Services in accordance with this Agreement, the applicable SOW and the applicable license type set forth in the SOW (the “License Type”), and who has been supplied a username and password for the Services (collectively, “Authentication Credentials”). Authentication Credentials are personal to each Authorized User and may not be shared or used by more than one Authorized User. Customer shall be fully responsible for each Authorized User’s use of the Services. The Services are subject to the License Type(s) set forth in the applicable SOW.

c. Customer and each Authorized User may need to register for an account to access the Services.

Customer shall and shall ensure that its Authorized Users provide accurate, current and complete account information and promptly update this information if it should change. Customer shall promptly request Dataminr in writing to deactivate the Authentication Credentials of any Authorized User that is no longer employed or engaged with Customer. Customer will be responsible for the confidentiality and use of all of its Authentication Credentials.

d. Dataminr reserves the right to monitor and audit Customer’s compliance with Authorized User and License Type limitations specified in an applicable SOW. If any such audit reveals that Customer has exceeded the limitations specified in the SOW, then as a non-exclusive remedy, Dataminr may invoice Customer for, and Customer will pay, such additional fees as are determined to be payable, based on Dataminr’s then current list prices for Customer’s excess use.

4. Service Levels. Dataminr shall provide the Services in accordance with the Service Level Agreement (“SLA”) available at www.dataminr.com/legal/sla.

5. Third Party Materials. Customer acknowledges and agrees that Customer’s use of the Third Party Materials shall be subject to (and Customer agrees it is bound by) the third party terms and conditions (collectively, the “Third Party Terms”) found at www.dataminr.com/thirdpartyterms and attached as Exhibit A (the “Third Party Terms Site”). The Third Party Terms may be modified from time to time by Dataminr and/or its third party licensors and data vendors at any time in their sole discretion by posting new terms at the Third Party Terms Site. These Third Party Terms are hereby incorporated into this Agreement. Dataminr reserves the right to integrate additional safeguards to prevent the Services from being used for surveillance purposes, which both Dataminr and Twitter policies do not allow. Customer is responsible for checking the Third Party Terms Site for updates, and any use by Customer of the Services following a change to the Third Party Terms shall constitute acceptance of such change. If Customer does not agree to the amended Third Party Terms, Customer must stop accessing and using the Services.

Customer acknowledges that Dataminr does not own, create or control the Third Party Materials and that the Third Party Materials delivered to Customer by the Services may include content that is objectionable to Customer or its Authorized Users. Dataminr disclaims and makes no representation or warranty with respect to the Third Party Materials or any portion thereof and assumes no liability for any claim that may arise with respect to the Third Party Materials or Customer’s use, misuse or inability to use the same.

6. Restrictions. Customer will not use or make available the Services in a manner that allows any person or entity other than its Authorized Users to access or use the Services or any Third-Party Materials provided through the Services or otherwise permit unauthorized access to the Services. Customer shall not, and shall ensure that its Authorized Users do not: (a) modify, translate, or create derivative works of the Services, any underlying ideas, technology, or related software of the foregoing; (b) allow access to the Services by any persons other than Authorized Users; (c) rent, sell, lease, distribute, publish, circulate, disseminate, pledge, assign, or otherwise transfer the Services, including but not limited to the Alerts, to any persons other than Authorized Users; (d) forward Alerts to non-Authorized Users in a bulk, systematic, programmatic or automated manner; (e) disassemble, decompile, reverse engineer, or translate any software related to the Services, or otherwise attempt to discover any such software source code, object code, or underlying proprietary information, except to the extent that such restriction is prohibited by applicable law; (f) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof;

(g) interfere with, modify, disrupt or disable features or functionality of the Services, or defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection or monitoring mechanisms of the Services; (h) knowingly or negligently transmit in any Services or Third Party Materials, viruses, Trojan horses, worms, time bombs, corrupted files, or other computer programing routines intended to detrimentally interfere with or expropriate any systems, data, personal information, or property of another (and upon discovery of any such transmission, Customer shall immediately inform Dataminr of said transmission at legal@dataminr.com and Customer shall cooperate in good faith to remedy and limit the harm and injury done by said transmission); (i) provide use of the Services on a service bureau, time-sharing, rental or managed services basis or permit other individuals or entities to create Internet “links” to the Services or “frame” or “mirror” the Services in any way; (j) access the Services or Third Party Materials in order to build a similar or competitive product or service to the Services or Dataminr’s third party licensors and data vendors’ services and/or products; (k) use the Services, by itself or in conjunction with other data sources, in any way including without limitation through data brokers or any other advertising or monetization services, to target individuals; or (l) use the Services or the Third Party Materials in violation of any applicable laws. Dataminr reserves the right, on notice to the Customer, to request written certification from Customer regarding Customer’s use of the Service, no more than once per 12 months, unless Dataminr has a good faith reasonable belief that Customer is out of compliance with the usage limitations or any other term of this Contract, in which case Dataminr may request, and Customer will furnish, written certifications related to use of Dataminr Software more frequently than once every 12 months. Customer agrees to respond to any such request within 15 business days of such request. If Customer’s use is greater than contracted, Customer shall be invoiced for any unlicensed use of the Dataminr Software and the unpaid fees shall be payable in accordance with the agreement between Customer and Dataminr. Payment under this provision shall be Dataminr’s sole and exclusive remedy to cure such issues.

7. Term. Unless earlier terminated, this Agreement shall commence upon the date that the first SOW entered into pursuant to this Master Agreement is executed and shall continue in full force and effect until all outstanding SOWs are completed, expired, or terminated in accordance herewith (the “Term”).

8. Fees. Customer shall pay Dataminr the fees set forth on each applicable SOW (the “Fees”) in accordance with this Section 8. Except as otherwise specified on an applicable SOW, Fees due under a SOW will be invoiced upon execution of such SOW. Fees are due within forty-five (45) days of the date of the invoice. Except where expressly stated otherwise, all Fees paid to Dataminr hereunder are nonrefundable. Any amounts payable hereunder are exclusive of all sales taxes, value added taxes, duties, use taxes, withholdings and other governmental assessments. Customer shall pay all such taxes and governmental assessments associated with the Services (excluding taxes based on Dataminr’s net income), unless Customer provides to Dataminr a valid tax-exempt certificate. Dataminr may change the Fees from time to time hereunder by providing at least forty-five (45) days’ prior notice to Customer; provided that, such change in Fees will not go into effect until the commencement of the next renewal term of the applicable SOW.

9. Suspension. Dataminr may immediately suspend access to the Services upon (a) Customer’s violation of this Agreement (including any SOW or the Third Party Terms) or (b) if Dataminr reasonably determines that Customer is using the Services or the Third Party Materials in violation of applicable law or in an unauthorized or fraudulent manner. Dataminr will restore Customer’s access to the Services after the reason for the suspension has been resolved. Customer shall be responsible for any Fees accrued during any period of suspension.

10. Termination. Without limiting the foregoing, either party may terminate this Master Agreement or an applicable SOW by written notice to the other party in the event that such other party materially breaches this Master Agreement or the SOW and does not cure the breach within thirty (30) days of such notice. Termination of one SOW shall not automatically result in the termination of any other SOW.

Termination of this Agreement as a whole shall result in the termination of all SOWs. Upon termination of this Master Agreement or a SOW, (a) the rights and licenses granted to Customer under this Master Agreement or such SOW, as applicable, shall terminate and Customer shall immediately cease use of the applicable Services and Third Party Materials and (b) Customer shall return to Dataminr or destroy (at Dataminr’s option) anything Customer has obtained in connection with the applicable Services, together with any and all documents, notes and other materials respecting such Services, including, without limitation, all Confidential Information of Dataminr and all copies and extracts of the foregoing. If Customer is destroying Dataminr’s Confidential Information and other materials, Customer shall provide written certification of this destruction to Dataminr. Sections 5, 6, 8, 10, 11, 13, 17, 18, 20, 21, 22 and 24 shall survive termination or expiration of this Agreement.

11. Confidential Information.

a. “Confidential Information” means all non-public information acquired by a party (the “Receiving Party”) in connection with this Agreement or from the other party (the “Disclosing Party”) that (i) is marked “confidential” or “proprietary”, (ii) the Disclosing Party orally or in writing has advised the Receiving Party is confidential, or (iii) based on the nature of the material or the circumstances under which it was disclosed, a reasonable person would believe to be confidential at the time of disclosure. “Confidential Information” includes but is not limited to pricing information, computer programs, names and expertise of employees and consultants, know-how, business proposals, plans and operations, and other technical, business, customer, financial and product development information of Disclosing Party. Without limiting the generality of the foregoing, any of Customer’s data or information provided by Customer or inputted by Customer into the Services, including Customer’s alert parameters and watchlists (collectively, the “Customer Content”) is Confidential Information of Customer. Confidential Information does not include information: (i) that at the time of disclosure is publicly available or becomes publicly available through no act or omission of the Receiving Party; (ii) that is or has been disclosed to the Receiving Party by a third party who is not under (and to whom the Receiving Party does not owe) an obligation of confidentiality with respect thereto; or (iii) that is or has been independently acquired or developed by the Receiving Party.

Additionally, the obligations of this Section 11 shall not apply if the Receiving Party discloses Confidential Information of the Disclosing Party to the extent disclosure is required by court order or is otherwise required by law.

b. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose other than performing its obligations or exercising its rights under this Agreement, and will disclose the Confidential Information of the Disclosing Party only to Receiving Party’s employees, agents and contractors on a “need to know” basis, provided such persons are under an obligation with the Receiving Party to maintain the confidentiality of such Confidential Information, which obligation is consistent with, and no less protective of Confidential Information, than the terms of this Section 11. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. Each party shall be responsible for any breach of this Agreement by any party to whom it has disclosed Confidential Information. Each party shall use all reasonable efforts to assist the other party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Receiving Party shall advise Disclosing Party immediately in the event Receiving Party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and each party will cooperate with the other party in seeking injunctive or other equitable relief against any such person. Each party acknowledges that in the event of any breach or threatened breach of this Section by either party, the other party may suffer irreparable harm and not possess an adequate remedy at law. Accordingly, each party shall have the right to seek injunctive or other equitable relief to restrain such breach or threatened breach.

c. Notwithstanding anything to the contrary, nothing in this Agreement restricts Dataminr from using for analytics, research, product development, marketing and other business purposes any information about Customer’s usage of the Services and the Customer Content on an aggregated and de-identified basis (the “Aggregated Data”); provided that, such information cannot reasonably be used to identify Customer and Dataminr does not publicly disclose any of the Customer Content in violation of this Section 11. Dataminr retains all rights, title and interest to in the Aggregated Data (including intellectual property rights).

d. The obligations regarding Confidential Information under this Section 11, including all trade secrets of a party, survive the expiration or termination of this Agreement.

12. Data Transmission. Customer understands that it is responsible for securing an appropriate Internet connection, equipment and compatible browser software in order to utilize the Services. Customer acknowledges and understands that Dataminr is not responsible whatsoever (including under the SLA) for Services that are delayed, lost, intercepted, or stored across networks not owned and/or operated by Dataminr, including but not limited to, the Internet and Customer’s network.

13. Intellectual Property.

a. As between the parties, Dataminr owns all right, title and interest to (a) Dataminr’s trademarks, trade names, service marks, logos and slogans (collectively, the “Dataminr Marks”) and (b) the Services, including all documentation, algorithms, software, firmware, data, databases or other technology utilized, and all related intellectual property rights in any of the foregoing. This Agreement does not confer on Customer any intellectual property or other rights to the Services other than its right to use under Section 3 and does not confer on Customer any rights to the Dataminr Marks.

b. As between the parties, Customer owns all right, title and interest to the Customer Content. This Agreement does not confer on Dataminr any intellectual property or other rights in relation to the Customer Content other than its right to use in accordance with this Agreement.

c. The parties expressly acknowledge that, as between the parties and Twitter, Twitter and/or its end users own and retain all worldwide right, title and interest in and to all Twitter content and services (and any derivative works or enhancements of either), including, but not limited to, all intellectual property rights therein.

14. Security. Dataminr has established, and will maintain during the Term, commercially reasonable administrative, physical and technical safeguards for the protection of the Customer Content commensurate with industry standards for the services provided hereunder. Those safeguards will include measures for preventing unauthorized access to or use, modification or disclosure of the Customer Content.

15. Insurance. Dataminr must maintain the insurances identified below and is responsible for all deductibles. All required insurance must: (a) protect the State from claims that may arise out of, are alleged to arise out of, or result from Dataminr's or a subcontractor's performance; (b) be primary and non-contributing to any comparable liability insurance (including self-insurance) carried by the State; and (c) be provided by a company with an A.M. Best rating of "A-" or better, and a financial size of VII or better.

This Section is not intended to and is not to be construed in any manner as waiving, restricting or limiting the liability of either party for any obligations under this Contract (including any provisions hereof requiring Contractor to indemnify, defend and hold harmless the State).

Commercial General Liability Insurance

Minimum Limits:

$1,000,000 Each Occurrence Limit $1,000,000 Personal & Advertising Injury Limit $2,000,000 General Aggregate Limit $2,000,000 Products/Completed Operations

Deductible Maximum:

$50,000 Each Occurrence

Contractor must have their policy endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds.

Automobile Liability Insurance

Minimum Limit:

$1,000,000 Per Occurrence

Contractor must have their policy include Hired and Non-Owned Automobile coverage.

Workers' Compensation Insurance

Minimum Limit:

Coverage according to applicable laws governing work activities.

Waiver of subrogation, except where waiver is prohibited by law.

Employers Liability Insurance

Minimum Limit:

$500,000 Each Accident $500,000 Each Employee by Disease $500,000 Aggregate Disease.

16. Beta Tests. In its sole discretion, Dataminr may contact Customer to review and evaluate one or more features prior to commercial release for the purpose of identifying program errors and receiving feedback (collectively, “Beta Tests”). Customer may need to execute additional terms and conditions which may supersede this Agreement to participate in any Beta Tests.

17. Feedback. During the Term, Customer may provide feedback, requests, enhancements, ideas or suggestions regarding the Services or any Beta Tests (the “Feedback”). Customer acknowledges and agrees that all Feedback is the sole property of Dataminr.

18. Disclaimer. DATAMINR PROVIDES NO WARRANTIES OF ANY KIND WITH RESPECT TO

THE THIRD PARTY MATERIALS. EXCEPT FOR THOSE EXPRESS WARRANTIES PROVIDED

HEREUNDER, THIS AGREEMENT, THE SERVICES AND ANY OTHER PRODUCTS AND/OR

SERVICES PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF

ANY KIND. DATAMINR DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS,

IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES

OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND

ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF

TRADE. DATAMINR PROVIDES NO WARRANTIES AND EXPRESSLY DISCLAIMS ANY

WARRANTIES THAT THE SERVICES, THE THIRD PARTY MATERIALS OR ANY OTHER

PRODUCTS OR SERVICES PROVIDED HEREUNDER WILL MEET CUSTOMER’S

REQUIREMENTS OR THAT USE OF SUCH MATERIALS WILL BE ERROR-FREE,

UNINTERRUPTED, VIRUS-FREE OR SECURE.

19. Export, Import and Government Restrictions. Customer is advised that the Services (and any accompanying software) are subject to U.S. export laws as well as the laws of the country where it is delivered or used. Customer agrees to abide by all of these laws and restrictions on selling, leasing, using, or transferring the Services to restricted locations or restricted end-users.

20. Limitation of Liability. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE PARTIES NOR THEIR SUPPLIERS OR LICENSORS SHALL BE RESPONSIBLE OR

LIABLE WITH RESPECT TO THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE,

STRICT LIABILITY OR OTHER THEORY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR

CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND

LOSS OF PROFITS, ERROR OR INTERRUPTION OF USE, LOSS OR INACCURACY OR

CORRUPTION OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES,

RIGHTS, OR TECHNOLOGY, IN EACH CASE, EVEN IF SUCH PARTY WAS ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE

LAW AND SUBJECT TO DATAMINR’S LIMITATION OF LIABILITY WITH RESPECT TO THIRD

PARTY MATERIALS SET FORTH IN SECTION 5, IN NO EVENT WILL DATAMINR’S OR ITS

SUPPLIERS’ OR LICENSORS’ TOTAL CUMULATIVE LIABILITY TO CUSTOMER OR ANY

OTHER PERSON FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY ARISING

UNDER ANY SOW EXCEED THE FEES PAID (OR PAYABLE) BY CUSTOMER TO DATAMINR

UNDER SUCH SOW DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING

THE EVENT GIVING RISE TO SUCH CLAIM. MULTIPLE CLAIMS WILL NOT EXPAND THIS

LIMITATION. The foregoing limitations of liability will not apply to (i) a party’s indemnification obligations; (ii) a party’s breach of its confidentiality obligations; or (iii) gross negligence or willful misconduct.

21. Indemnification.

a. Dataminr will indemnify, defend and hold Customer, its affiliates, officers, directors, and employees harmless from any and all amounts actually paid to third parties in connection with claims, liabilities, damages and/or costs (including but not limited to, reasonable attorneys’ fees) (collectively, “Losses”) relating to any claim brought by a third party alleging that the Services, as provided by Dataminr to Customer under this Agreement and used within the scope of this Agreement, infringes or misappropriates any U.S. patent or copyright of such third parties (each, an “Infringement Claim”), provided that Customer: (i) promptly notifies Dataminr in writing of the Infringement Claim (provided that any failure to provide prompt notification shall not relieve Dataminr of its indemnification obligations unless such failure results in material prejudice to Dataminr); (ii) grants Dataminr the option to assume sole control of the defense and settlement of the Infringement Claim; and (iii) provides Dataminr, at Dataminr’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the Infringement Claim. Notwithstanding the foregoing, the State reserves the right to control or participate in the defense to the extent required by law. In the event the State is legally required to control or participate in its own defense, it shall do so in good faith coordination with Dataminr. An attorney designated by Dataminr to represent the State may not do so until approved by the Michigan Attorney General and appointed as a Special Assistant Attorney General.