220000000860.pdf

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

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Postage and Mail Equipment

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

September 1, 2023 May 14, 2024 4 - 1 Year May 14, 2026

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

37 Executive Drive

Danbury CT 06810

Jacob Halbur

847-423-7882 jacob.halbur@bluecrestinc.com

VS0069487

DMT SOLUTIONS GLOBAL

CORPORATION

C O

N

TR

A C

TO

R

Melissa Beck

(517) 897-1502

DTMB

Various DTMB beckm3@michigan.gov

C on tr ac t A dm in is tr at or

Pr og ra m

M an ag er

ST

A

TE

N/ANet 45 Days

Change Notice Number 7

Contract Number MA220000000860 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

0 Months May 14, 2027

$8,824,832.00 $0.00 $8,824,832.00

DESCRIPTION

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

Effective January 14, 2026, the third option year available on this contract is hereby exercised. The revised contract expiration date is May 14, 2027.

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

AGENCY NAME PHONE EMAIL

DTMB Kristen Hampton HamptonK@michigan.gov

DTMB Tom Goodine goodinet@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 7 TO CONTRACT NO. MA220000000860

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

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Postage and Mail Equipment

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

September 1, 2023 May 14, 2024 4 - 1 Year May 14, 2026

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

37 Executive Drive

Danbury CT 06810

Jacob Halbur

847-423-7882 jacob.halbur@bluecrestinc.com

VS0069487

DMT SOLUTIONS GLOBAL

CORPORATION

C O

N

TR

A C

TO

R

Melissa Beck

(517) 897-1502

DTMB

Various DTMB beckm3@michigan.gov

C on tr ac t A dm in is tr at or

Pr og ra m

M an ag er

ST

A

TE

N/ANet 45 Days

Change Notice Number 6

Contract Number MA220000000860 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

0 Years

$5,824,832.00 $3,000,000.00 $8,824,832.00

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

Effective 11-18-2025, this contract is hereby increased by $3,000,000.00.

All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, DTMB Central Procurement approval, and State Administrative Board approval on 11/18/2025.

DTMB Tom Goodine goodinet@michigan.gov

Program Managers for

CHANGE NOTICE NO. 6 TO CONTRACT NO. MA220000000860

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

Postage and Mail Equipment

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

September 1, 2023 May 14, 2024 4 - 1 Year May 14, 2026

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

37 Executive Drive

Danbury CT 06810

Jacob Halbur

847-423-7882 jacob.halbur@bluecrestinc.com

VS0069487

DMT SOLUTIONS GLOBAL

CORPORATION

C O

N

TR

A C

TO

R

Melissa Beck

(517) 897-1502

DTMB

Various DTMB beckm3@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANet 45 Days

Change Notice Number 5

Contract Number MA220000000860 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

0 Years

$5,824,832.00 $0.00 $5,824,832.00

Effective July 28, 2025, the contract administrator is being updated to:

Melissa Beck

Beckm3@michigan.gov

517-897-1502

DTMB Tom Goodine goodinet@michigan.gov

Program Managers for

CHANGE NOTICE NO. 5 TO CONTRACT NO. MA220000000860

DTMB

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

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Postage and Mail Equipment

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

September 1, 2023 May 14, 2024 4 - 1 Year May 14, 2026

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

37 Executive Drive

Danbury CT 06810

Jacob Halbur

847-423-7882 jacob.halbur@bluecrestinc.com

VS0069487

DMT SOLUTIONS GLOBAL

CORPORATION

C O

N

TR

A C

TO

R

Alannah Doak

(517) 230-9424

DTMB

Various DTMB

DoakA@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANet 45 Days

Change Notice Number 4

Contract Number MA220000000860 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

May 31, 2029

$5,824,832.00 $0.00 $5,824,832.00

DESCRIPTION

Effective 7/25/2025, the following attachment is hereby incorporated into the contract.

BCC End User License Agreement

THIS BCC END USER LICENSE AGREEMENT and all applicable Orders subject to the terms hereof (collectively the “Agreement”) is made as of the Effective Date by and between BCC Software, LLC, a Delaware Company with offices located at 1890 Winton Road South, Suite 180, Rochester, NY 14618 (“Licensor”) and the State of Michigan (“Licensee”) in accordance with Contract Number 220000000860.

This Agreement is entered into in connection with, and is subject to, the NASPO Master Agreement (CTR058805) (the “Master Agreement”) and the State of Michigan Participating Addendum (Contract Number 220000000860), executed on September 6, 2023 (the “MI Participating Addendum”, and collectively with the Master Agreement, the “Contract”), by and between DMT Solutions Global Corporation (d/b/a BlueCrest, “BlueCrest”) and Licensee.

Licensee has placed an order for the Software through BlueCrest. This Agreement governs the licensing relationship between Licensor and Licensee. In the event that BlueCrest has assumed additional obligations or liabilities for itself in the Contract regarding the licensing of Licensor products or services, the terms herein do not relieve BlueCrest of said obligations or liabilities; provided, however, in no event shall Licensee bring a claim(s) against BlueCrest under the Contract and a claim(s) against Licensor under this Agreement to the extent such claims arise, directly or indirectly, from the same event, circumstances or facts.

NOW, THEREFORE, in consideration of the mutual benefits of the covenants and restrictions set forth herein, Licensor and Licensee hereby agree as follows:

ARTICLE I: DEFINITIONS

Section 1.01 - Definitions: The following definitions shall apply:

1. Access: The term “access” and variants thereof shall mean to store data in, retrieve data from or otherwise approach or make use of (directly or indirectly) through electronic means or otherwise.

2. Business Hours: The term “Business Hours” shall mean the normal business operating hours of Licensor which are from 8:00AM until 5:00PM ET, Monday through Friday, except holidays.

3. Cancellation Notice: The term “Cancellation Notice” shall mean that written notice sent by one party to the other party seeking to cancel this Agreement because of breach by the other party.

4. Defect Notice: The term "Defect Notice" shall mean that certain written notice from Licensee to Licensor identifying discrepancies between the actual performance of the Software and the performance represented in the Documentation.

5. Delivery Date: The term “Delivery Date” shall mean the date the Software is shipped to Licensee or the date on which the Software is made available for download by Licensee.

6. Documentation: The term “Documentation” shall mean the current copy of Licensor's User's Guide and Release Notes as made available to Licensee by Licensor.

7. Effective Date: The term “Effective Date” shall mean the date an Order is placed by Licensee.

8. Enhancement: The term “Enhancement” shall mean an enhancement in executable code for modifications to the Software which improve or expand the functionality or features of the Software made generally available to Licensees of the Software at an additional charge.

9. Initial Term: The term “Initial Term” shall mean the period commencing on the Delivery Date and continuing as set forth in the Order. If the Order does not set forth a specific length of the Initial Term, the Initial Term shall be for a period of one (1) year commencing upon the Delivery Date.

10. License Fee: The term “License Fee” shall mean the amount of money payable for the Software or Services contained in the Order.

11. License Term: Unless otherwise stated in this Agreement or an Order, the term “License Term” shall mean the Initial Term and any Renewal Term thereafter.

12. Licensed Site: The term “Licensed Site” shall mean the physical location where the Software is initially installed.

13. Order: The term "Order" shall mean the Software and/or Services Licensee has elected to purchase or license, whether in an order schedule, a Renewal Quote, or as submitted by Licensee in writing to BlueCrest. All Orders are to be placed through BlueCrest.

14. Services: The term “Services” shall mean those list processing services and subscriptions offered by Licensor and selected by Licensee.

15. Software: The term “Software” shall mean the program DVDs and/or downloads, along with the computer programs contained therein, in machine-readable, object code form only for that certain Software described in the Order, including Updates thereto.

16. Software Maintenance: The term “Software Maintenance” shall mean Updates provided on an as-needed basis by Licensor under the terms of this Agreement.

17. Software Support: The term “Software Support” shall mean the assistance provided by Licensor to Licensee in using the Software licensed under this Agreement. Software Support does not include the development of any custom applications or the performance of professional services for Licensee.

18. Termination Notice: The term “Termination Notice” shall mean that written notice sent by either party to the other party seeking to terminate this Agreement as such notice applies to an identified Order in accordance with Article VI hereof.

19. Unauthorized Access: The term “Unauthorized Access” shall mean any access to the Software or Documentation by Licensee or any third party for any use other than within the scope of the license granted by this Agreement, in connection with the operation of Licensee's business, evaluating the performance, utility and functions of the Software, and training employees or independent contractors of Licensee in the use of the Software.

20. Unauthorized User: The term “Unauthorized User” shall mean any individual other than an employee of Licensee authorized by Licensee who accesses the Software or Documentation, for any use outside of the scope of the license granted by this Agreement, evaluating the performance, utility and functions of the Software for a purpose other than training employees or independent contractors of Licensee in the use of the Software.

21. Update: The term “Update” shall mean a modification of the Software whenever developed or published by Licensor and made generally available to Licensees of the Software at no additional charge.

22. Users: The term “Users” shall mean employees authorized by Licensee to access the Software in connection with the operation of its business and independent contractors of Licensee who have executed a confidentiality agreement which accords the Software and Documentation confidential treatment and acknowledges the rights of Licensor.

ARTICLE II: LICENSE

Section 2.01 - License Grant: Licensor hereby grants to Licensee, and Licensee accepts, a non-exclusive, non-transferable, revocable (subject to the terms of this Agreement) license to use the Software, and the accompanying Documentation, only as authorized in this Agreement.

Except for Software purchased under a site license (see Section 2.07 herein), only a single User on a computer owned, leased, or otherwise controlled by Licensee at any point in time may use the Software. Neither concurrent use on two or more computers nor concurrent use by two or more Users in a local area network or other network is permitted without separate authorization and the payment of other license fees. Licensee agrees that Licensee shall not assign, sublicense, transfer, pledge, lease, rent, or share its rights under this Agreement, except as expressly permitted by this Agreement. .

Licensee agrees that Licensee shall not, and shall not enable other parties to, reverse engineer, reverse assemble, reverse compile, or otherwise translate the Software. This license does not authorize Licensee to use any component of the Software separately for any purpose.

If the Software was delivered on physical media, Licensee may retain said physical media for backup purposes. In addition, regardless of how the Software is delivered, Licensee may make one copy of the Software for the purpose of backup. Any such copy of the Software shall include Licensor's copyright and other proprietary notices. Except as authorized under this paragraph, no copies of the Software or any portions thereof may be made by Licensee or any person under its authority or control.

Certain libraries that are dynamically linked to the Software and certain components of the Software (“Third Party Components”) may be covered by “open source” or other third party software licenses. Subject to Sections 2.08.01 through 2.08.06 of this Agreement, all Third Party Components included with the standard components of the Software have, if necessary, been properly licensed for Licensee's use of those standard components as authorized under this Agreement.

Section 2.02 - Licensor's Rights: Licensee acknowledges and agrees that the Software and the Documentation are proprietary products of Licensor protected under U.S. copyright and other laws. Licensee further acknowledges and agrees that all right, title, and interest in and to the Software, including associated intellectual property rights, are and shall remain with Licensor and any third party from which Licensor obtains its rights. This Agreement does not convey to Licensee an interest in or to the Software, but only a limited right of use revocable in accordance with the terms of this Agreement. Licensee acknowledges that Licensee is a sub-licensee of the United States Postal Service (“USPS”) and this license does not convey any rights greater than rights of Licensor under its license agreement with the USPS.

Section 2.03 - Withdrawal or Update of Software: Licensor reserves the right to withdraw from the Software any item or part of an item for which it no longer retains the right to license, or which it has reasonable grounds to believe infringes the intellectual property rights of a third party or is unlawful. Licensor reserves the right to update the Software as required for its intended use. Licensor shall give written notice to Licensee of such actions in Software release notes that will be posted online with the Software download. If any such action renders the Software materially less useful to Licensee, Licensor shall, at its option and as Licensee’s sole and exclusive remedy, obtain for Licensee the right to use the removed material, replace the removed material with a suitable replacement, restore the material to its original configuration, or reimburse Licensee in an amount that is proportional to the total License Fee owed by Licensee under this Agreement.

Section 2.04 - Risk of Loss: Licensee assumes risk of loss to the Software and Documentation as of the Delivery Date.

Section 2.05 - Authorized Use: Licensee shall prohibit Unauthorized Users from accessing the Software and Documentation. Licensee shall prohibit Unauthorized Access to the Software and Documentation. Where applicable, Licensee shall limit access to the maximum number of Users authorized by Licensor to simultaneously access the Software.

Section 2.06 - Acceptance: The Software shall be deemed accepted by Licensee ten (10) days after the Delivery Date unless a Defect Notice is received by Licensor via a support ticket submitted through the Customer Portal within such period. Upon receiving a Defect Notice from Licensee, Licensor shall review the asserted discrepancy to determine if the discrepancy is valid. If, in the reasonable judgment of Licensor the discrepancy is valid, Licensor shall correct the discrepancy and resubmit the Software for acceptance by Licensee. If, in the reasonable judgment of Licensor, the discrepancy is not valid, Licensor shall submit to Licensee a written explanation of the reasons why such asserted discrepancy is not valid. The written explanation of Licensor set forth herein shall be deemed accepted by Licensee within ten (10) days after receipt by Licensee of the written explanation unless Licensor receives from Licensee written notice rejecting such explanation and terminating this Agreement and the applicable license within such ten (10) day period.

Section 2.07 - Software Purchased Under a Site License: BCC ArchitectTM, BCC PresortTM, and BCC Post-PresortTM are purchased under a site license and, subject to the terms of this Agreement, may be installed on multiple computers and used concurrently by multiple Users only at the Licensed Site unless prior written approval is received from Licensor to install the Software at another Licensee facility.

Section 2.08 - Software-specific Terms: In addition to the general terms described in this Agreement, the Software may include program-specific terms. Licensee agrees to follow those terms as a pre-condition to use of the Software. It is Licensee’s sole responsibility to understand and follow program-specific terms before commencing use of the Software. These program-specific terms include, but are not limited to:

Section 2.08.01 - BCC IgniteTM: BCC IgniteTM includes third party software from RedPoint Global Inc. and may only be licensed in conjunction with BCC ArchitectTM, BCC PresortTM, and/or BCC Post-PresortTM or their substantially similar replacements. By using this Software, you expressly agree to be bound by the terms of the RedPoint End User License Agreement found at https://bccsoftware.com/redpoint-eula, as may be revised from time to time, and only use the Software in compliance with the permitted uses set forth in Appendix A thereto.

Section 2.08.02 - USPS® CASSTM and/or PAVE certified products: If Licensee is using a USPS® CASSTM or PAVE certified product, the Software processes name and address data of U.S. residents under CASSTM*, PAVE and Full-Service USPS® certifications. The respective DPV® data may not be distributed outside of the U.S. Licensor is obliged to record and report mailing metadata (not personal data) created per USPS® regulations.

* The software used to process the CASSTM Stage II file contains technology that disables access to outdated U.S. Postal Service data in accordance with DMM® 602.9. When used interactively, this product does not allow automated selection of an individual record from a list of multiple candidates. Users of this software are advised that any modification voids CASSTM certification.

Section 2.08.03 - BCC Architect™ Canada or BCC Bulk Mailer® Canada: If Licensee is using BCC ArchitectTM or Bulk Mailer® editions from Canada, portions of the Software are licensed from Canada Post (SERP) and Flagship Software Ltd. Canada (iAddress™).

For data licensed from Canada Post, Licensee agrees: (i) not to permit any party to use the Canada Post Data Files except as allowed under the express terms of this Agreement, (ii) not to create or permit any encumbrances, liens or charges against the Canada Post Data Files, and

(iii) to ensure that any Canada Post Data used, distributed or provided by Licensee is the data from the most current applicable Canada Post Data File and to ensure that Canada Post Data is always distributed, or provided, along with a notice stating the date on which the currency of that data will expire and stating that use of the data, after the expiry date, for the purposes of addressing mail is expressly prohibited.

Licensee shall, with all copies of any Canada Post Data File and Derivative File and on all authorized products or services that Licensee distributes to third parties, include a notice in hard copy stating that the file distributed contains data copied under license from Canada Post (SERP) and shall indicate the date of the Canada Post Data File from which the data was copied. The data file dates are included in the release documentation.

Section 2.08.04 - BCC Presort: BCC PresortTM Software processes name and address data of U.S. residents under PAVE (incl. MAC Batch) and eVS USPS® certifications only. For eVS, Licensee is required to register with USPS directly (see https://postalpro.usps.com).

Section 2.08.05 - BCC Post-Presort: BCC Post-PresortTM Software processes U.S. address information under ZAP and FAST USPS® certifications only (for additional information, see https://postalpro.usps.com.

Section 2.08.06 - Walk Sequencer: This Software processes name and address data of U.S. residents under DPV and DSF2® USPS® certifications only. This software and data may not be distributed outside of the U.S. Licensee is required to record and/or report job metadata created per USPS® regulations.

Section 2.08.07 - DAT-MAILTM, DAT-MAILTM Prep, Enterprise Shipper®, PostalWeb®, SchedulerTM, and 1-PASS PrepTM: The Cloud version of this Software is hosted by Licensor on an Internet-accessible server, although portions of the Software may also be installed on Licensee’s premises. The Cloud version permits Licensee to transmit data to Licensor’s Internet servers for processing and return to Licensee. Licensee is responsible for procuring and maintaining the network connections that connect its network to the Cloud version, including, but not limited to, "browser" software that supports protocols used by third parties, including Secure Socket Layer (SSL) protocol or other protocols accepted by third parties and to follow procedures for accessing services that support such protocols. Licensor reserves the right, at its sole discretion and without prior notification, to end Cloud version sessions that are inactive or that consume more computer or server resources than normal. Licensee acknowledges and agrees that terminating such sessions may result in the loss of data.

Licensor has no obligation to maintain or archive any of the data or information Licensee uploads via the Cloud version.

ARTICLE III: SERVICES

Section 3.01 - Licensor grants Licensee a restricted, non-exclusive, non-transferable, revocable license, subject to the terms of this Agreement, to use the Services to which the Licensee has licensed pursuant to the Contract, subject to the following restrictions and limitations below and elsewhere in this Agreement:

(a) US Postal Service Related Services (e.g. CASSTM, NCOALink®, DSF2®).

(i) Licensor is a non-exclusive licensee of the USPS’s NCOALink® database (“NCOA Database”). The information contained in the NCOA Database is regulated by the Privacy Act of 1974 and may be used only to provide a mailing list correction service for lists that will be used for preparation of mailings. If Licensee receives all or a portion of the NCOA Database through the Services, Licensee hereby certifies to Licensor that Licensee will not use such information for any other purpose. Prior to obtaining or using information from the NCOA Database, Licensee agrees to complete, execute and submit to Licensor the NCOA Processing Acknowledgement Form.

(ii) Further, if Licensee is headquartered, has locations, or otherwise operates or resides outside the United States, Licensee represents and warrants to Licensor that Licensee has obtained the proper certifications from the USPS for NCOALink® processing. Licensor is under no obligation to provide the Services to Licensee unless Licensee has obtained the proper certifications from the USPS.

(iii) No NCOALink® data or software may be distributed outside of the U.S.. Licensee may not use the data to create new mover lists.

(iv) Licensee acknowledges and agrees that USPS requires signed Processing Acknowledgement Forms from Licensees (brokers and mail owners), and Licensor is obliged to store job metadata and report to USPS (for Processing Acknowledgement Form compliance).

(v) As to DPV®, Licensor will fulfill the following false positive requirements for DPV®:

(1) The “DPV® Product Licensee Performance Requirements” document, which is currently located at https://postalpro.usps.com/DPV_LPR, describes the requirements for handling false positive records. The document further describes a layout of file records that are to be used for logging false positives. The documents and sections referred to may be updated or changed by the USPS at its discretion.

(2) The current version of the CASSTM Technical Guide describes the file layout to be used for logging and reporting false positives.

(3) For each false positive result of a DPV® query, the Service will continue processing. Licensor will log the required information from the address that resulted in the false positive, in the format specified in the DPV® Licensee Performance Requirements, and submit it to the USPS.

(4) Any mail piece containing an address which caused a false positive shall not be mailed until clearance from the USPS is obtained.

(5) USPS reserves the right to suspend Service processing when multiple incidents of artificial address detection occur.

(b) DMA Suppression. Services for DMA Suppression is understood to mean flagging consumer names from marketing lists for the purpose of suppressing them with such information used for no other purpose. Licensee understands that the DMAchoice® Services are intended exclusively for Licensee’s own use and Licensee shall not disseminate, sublet, resell, reproduce, transfer or republish the DMAchoice® list in any medium in any manner whatsoever. Licensee acknowledges that it is Licensee’s responsibility to ensure that its files have been processed using the most recent suppression information before such files are used for marketing. Licensee acknowledges that DMA may not have identified and included the names or telephone numbers of all consumers who have signed up for DMAchoice® in the data supplied to Licensee hereunder. Licensee agrees to use the most recent file every thirty (30) days, and shall not use the most recent file past forty-five (45) days.

(c) Deceased Suppression. Services for deceased individual suppression is understood to mean matching the records from Licensee’s or Licensee’s customers’ provided files to identify those individuals within such files who are deceased, with such information to be used for the sole purpose of deleting such deceased individuals from any list used for solicitation or any other external purpose. Licensee shall, and shall require its customers to, not use the information provided from such Service for any other purpose including, but not limited to, promotions to surviving household members, or any other type of marketing or promotion.

LICENSEE AND ITS CUSTOMERS SHOULD NOT TAKE ANY ADVERSE ACTION AGAINST

ANY INDIVIDUAL WITHOUT FURTHER INVESTIGATION TO VERIFY THE DEATH LISTED.

(d) Prison Suppression. Services for prison individual suppression is understood to mean matching the records from Licensee’s or Licensee’s customers’ provided files to identify those individuals within such files, who are incarcerated in the U.S., Canada and U.S. Territories, with such information to be used for the sole purpose of deleting such incarcerated individuals from any list used for solicitation or any other external purpose. Licensee shall not, and shall require its customers to not, use the information provided from such Service for any other purpose.

(e) Other.

(i) Services shall be used solely for Licensee's or Licensee's customers' own internal governmental purposes;

(ii) Services shall be only used for legitimate governmental purposes, including those specified in any processing acknowledgment forms required for certain Services, and will not be used for any illegal, obscene, offensive or immoral purposes;

(iii) Licensee shall not resell, reproduce, retransmit, publish or otherwise transfer the

Services to a third party;

(iv) Licensee shall not knowingly grant access to the Services to any individuals incarcerated in prison or to any business that employs such individuals;

(v) Services shall not be used to artificially compile a list of delivery points or addresses not already in Licensee's possession;

(vi) Licensee shall not make any invention, improvement or enhancement on or relating to the Services or use the Services to compete with Licensor or its data providers;

(vii) Licensee shall not, in any direct mail solicitation, telephone solicitation, or survey, make any reference to any selection criteria or any presumed knowledge about the recipient derived from the Services or the source of the recipient's name and address;

(viii) Licensee will use mailing lists only within the United States, its territories and possessions and represents that the purpose of processing the mailing list is to improve business delivery addresses for letters, flats, postcards, packages, leaflets, magazines, advertisements, books, other printed material and any other item to be delivered by the

USPS;

(ix) Licensee shall not market or otherwise use the Services outside the scope of the license granted by this Agreement;

(x) Licensee agrees not to allow or enable the reverse engineering, decompiling, or disassembling of the Services or products provided or associated with the Services, including without limitation deriving any data, algorithms, or source code; and

(xi) Licensee shall use the Services in full compliance with the access restrictions set forth in

Section 8.03 of this Agreement.

Section 3.02 [RESERVED]

Section 3.03 [RESERVED]

Section 3.04 – Licensor may discontinue any Service with notice to Licensee or modify any Service with or without notice to Licensee. In the event of (a) a discontinuance or (b) a modification that renders the Service materially less useful to Licensee, Licensee shall be entitled to terminate the applicable license.

Notwithstanding anything to the contrary related to the refund of fees as set forth in Section 6.08 Termination for Convenience, Licensee will be entitled to pro-rata refund of unused fees if it terminates the applicable license pursuant to the preceding sentence. Further, Licensor may, from time to time, impose restrictions on the use of the Services as a result of changes in the law or limitations placed on Licensor from third parties or its licensors that limit Licensee’s access to some or all of the data provided through the Services. Licensor reserves the right to temporarily restrict Licensee access to the Services to implement security or data protection enhancements.

Section 3.05 - Licensee’s use of the Services is subject to, and Licensee shall comply with all applicable laws, rules, and regulations.

Section 3.06 - It shall be Licensee’s responsibility to determine the applicability of any such laws, rules, regulations and guidelines. Licensee agrees: (1) to comply with U.S. law regarding the transmission of technical data exported from the United States; (2) not to interfere or disrupt networks connected to Licensor’s online service; and (3) to comply with all regulations, policies and procedures of networks connected to Licensor’s online service.

Section 3.07- Licensor and its licensors shall retain all right, title and interest under applicable contractual, copyright, patent, trademark, trade secret and related laws in the databases and materials contained therein used to provide the Services, and Licensee shall use such materials consistent with such right, title and interest and notify Licensor of any threatened or actual misappropriation or infringement. This Agreement does not convey to Licensee an interest in the databases and materials contained therein used to provide the Services or to the Services itself, but only a limited right of use revocable in accordance with the terms of the Contract, and this Agreement. Licensor or its licensors shall own all right, title and interest in and to all information collected from orders submitted for the Services.

Section 3.08 - Licensee understands and acknowledges that the USPS reserves the right to require Licensor to suspend Licensee’s ability to perform mailing list processing. Licensor will not be liable or responsible for any decision the USPS makes in canceling Licensee’s mailing list processing, including, but not limited to, arbitrating the cancellation decision on Licensee’s behalf. In the event the USPS suspends processing, (i) Licensee shall not be entitled to any refund or credit from Licensor; and, (ii) Licensor will discontinue providing the Services to Licensee.

USPS reserves the right to make any changes, modifications, or enhancements to any or all products.

Section 3.09 - Licensee shall not use or permit others to use the Services for credit granting, credit monitoring, account review, collection, insurance underwriting, employment or any other purpose covered by the Fair Credit Reporting Act ("FCRA"), Federal Trade Commission interpretations of the FCRA, and similar state laws.

Section 3.10 - The Services may contain information analyzed in conjunction with the national Do Not Call Registry ("DNC") and various state Do Not Call files. The Services may have either suppressed such records or identified such records as listed on the DNC or other Do Not Call files.

Licensee shall, and shall require its customers to, use such DNC identified information in compliance with all applicable Do Not Call laws, rules, regulations and guidelines of the DNC and any Do Not Call file of applicable States, local or industry association laws, rules, regulations and guidelines. Licensee represents and warrants that it will, and shall require its customers to, utilize DNC records solely in compliance with exemptions, rules and regulations set in applicable local, state, federal and industry association laws, rules, regulations and guidelines. Licensee shall provide Licensor with a certified subscription account number for Licensee or its customers who will be provided Services that include as a component the use of the National Do Not Call Registry List.

Section 3.11 - With respect to Services that append data to Licensee or its customers’ provided files, use of such appended data shall be limited to no more than one (1) year after delivery of the data via the Services, except in the case of telephone numbers, which may be used for an indefinite period, or for a deceased person flagged as do not contact.

Section 3.12 - In order to use Services through the Software, Licensee must have installed the most current version of the applicable Software.

Section 3.13 - Licensee acknowledges and agrees that Licensor does not accept any data for processing that falls within the scope of the EU General Data Privacy Regulation (GDPR), and

Licensee will not submit any such data. Further, Licensee shall not use the Services to process any data for its customers that falls within the scope of the GDPR.

Section 3.14 - Licensee acknowledges and agrees that Licensor does not create, receive, maintain, process or maintain protected health information (PHI), as that term is defined by the Health Insurance Portability and Accountability Act (HIPAA). Licensee will not submit any data for processing that falls within the HIPAA definition of PHI. Further, Licensee shall not use the Services to process any data for its customers that falls within the HIPAA definition of PHI.

Section 3.15 - Use of the Services may create additional obligations under the California Consumer Privacy Act, Cal. Civ. Code 1798.100 et seq., as amended by the California Privacy Rights Act of 2020 and otherwise (CCPA), Virginia Consumer Data Protection Act, Va. Code Ann. § 59.1-571 et seq. (VCDPA), Colorado Privacy Act, Colo. Rev. Stat. § 6-1-1301 et seq.

(CPA), Connecticut Data Privacy Act, Pub. Act No. 22015 (CTDPA), Utah Consumer Privacy Act, Utah Code Ann. § 13-61-101 et seq. (UCPA), Texas Data Privacy and Security Act (TDPSA), Montana Consumer Data Privacy Act (MTCDPA), including any amendments and any implementing regulations thereto and other state, federal, and international privacy and consumer protection laws (collectively, the “Data Privacy Laws”). Licensee understands that Licensor is not responsible for any data Licensee submits for processing that was collected, stored, processed, transmitted, and handled in full compliance with the Data Privacy Laws applicable to the State of Michigan. Moreover, Licensee understands that Licensor is not responsible to provide required notifications and opt-out opportunities to consumers whose personal information is included in the data. Only when the Data Privacy Laws apply to the data Licensee is submitting for processing as part of the Services, the BCC Data Processing Addendum (DPA), available at https://bccsoftware.com/ccpa, as amended from time to time, is incorporated into this Agreement. Licensor acknowledges that Licensee, as a state entity, may not be subject to some or all Data Privacy Laws. Licensee is solely responsible for using and configuring the Services in a manner that enables Licensee to comply with Data Privacy Laws;

provided that, and to the extent the Services are capable of being configured to comply with Data Privacy Laws, and Licensor shall not be responsible for Licensee’s use of the Services in violation of Data Privacy Laws.

Section 3.16 - Service-specific terms: In addition to the general terms described in this Agreement, the Services may include service-specific terms. Licensee agrees to follow those terms as a pre-condition to use of the Services. It is Licensee’s sole responsibility to understand and follow program-specific terms before commencing use of the Services. These service-specific terms include, but are not limited to:

Section 3.16.01 - Track N Trace®: Premium and Regular pre-paid credits may be purchased for Track N Trace® Services. Premium credits do not expire. Regular credits expire twelve (12) months after the date of purchase. In addition to the other remedies available under this Agreement, Licensor may terminate Licensee’s license to use the Services if Licensee’s barcodes fail to meet all applicable criteria for Track N Trace® Services.

Section 3.16.02 - BCC InfuseTM and BCC Data Marketing Services: These Services include third party software from RedPoint Global Inc. and may only be licensed in conjunction with BCC ArchitectTM, BCC PresortTM, and/or BCC Post-PresortTM or their substantially similar replacements. By using these Services, Licensee expressly agrees to be bound by the terms of the RedPoint End User License Agreement found at https://bccsoftware.com/redpoint-eula, as may be revised from time to time, and only use the Services in compliance with the permitted uses set forth in Appendix A thereto.

Section 3.16.03 - For the Move Update Server, Licensee is required to register with USPS directly (see https://postalpro.usps.com).

ARTICLE IV: SOFTWARE SUPPORT AND MAINTENANCE

Section 4.01 - Software Support: During the License Term, Licensee may access Software Support to which it is entitled via telephone, email, or Licensor’s Customer Portal. If Licensee requests support in the processing of a specific data file, that file may be stored in a secure environment to facilitate resolution of the issue. Licensee has not agreed to the use of Internet remote access in the provision of Software Support and acknowledges that this may limit Licensor’s ability to troubleshoot and resolve certain issues. Licensor’s inability to provide Software Support without the use of Internet remote access shall not constitute a breach of this Agreement or Licensor’s Software Support obligations.

Section 4.02 Software Maintenance: Updates shall be provided on an as-needed basis.

Licensor shall have no maintenance obligations apart from the provision of the Updates.

Section 4.03 Exclusions: Licensor shall have no obligation to support or maintain (a) Software modified without Licensor’s prior written consent; (b) Software used in an unauthorized manner;

(c) Software used in a manner not contemplated by this Agreement or the Documentation; (d) third party applications or other third party technologies, including the effects those applications or technologies may have on the Software; (e) corruption, damage, or upgrading of operating systems, network software, database engines, or clients; (f) Software installed on any computer hardware or used with any software not specified in the Documentation; (g) Software for which Licensee has not installed the most recent release; (h) any process required to migrate the Software to new environments, operating systems, or hardware, including issues related to these activities; (i) custom applications, wrappers, macros, or scripts not native to the Software;

(j) onboarding or customer training; (k) network troubleshooting; (l) operating systems not specified in the Documentation; (m) operating systems not specified in the Documentation; or

(n) Software failures caused by power failures, fluctuations, brownouts, or telecommunication line disruptions and outages.

Section 4.04 Suspension: Licensor may suspend the provision of Software Support without penalty if Licensee (a) requests assistance on more than one (1) occasion with issues that it has been informed are excluded from Licensor’s Software Support obligations; or (b) engages in threatening, abusive, or harassing behavior towards Licensor employees or representatives, including, for example, frequent use of profane or vulgar language.

ARTICLE V: [RESERVED]

ARTICLE VI: TERMINATION, CANCELLATION, AND RENEWAL

Section 6.01 - Termination Limitations: This Agreement shall only be terminated or cancelled as provided under this Article VI.

Section 6.02 - Term: This Agreement shall commence on the Effective Date and remain in effect for as long as Licensee maintains an active license for Software or Services unless terminated earlier pursuant to the terms herein and/or the terms of the Contract.

Section 6.03 - Renewal: The Initial Term for Software or Services licensed under this Agreement shall be set forth in the applicable Order. Following the end of the Initial Term, the applicable Software or Service license may be renewed for additional successive one (1) year terms (each a “Renewal Term”). Licensor will provide Licensee or BlueCrest with the pricing for a Renewal Term (a “Renewal Quote”) at least thirty (30) days prior to the end of the Initial Term or the then-current Renewal Term. If Licensee does not notify Licensor or BlueCrest in writing by the end of the Initial Term or the then-current Renewal Term that it will not be renewing the applicable license(s), Licensor may elect, in its sole discretion, to terminate the applicable license(s) with immediate effect.

If Licensor elects, in its sole discretion, not to offer a renewal of any license, it may terminate said license with immediate effect at the end of the Initial Term or the then-current Renewal Term after providing written notice to Licensee or BlueCrest no less than thirty (30) days before the end of said term. License Fees and other fees for a Renewal Term will reflect the current pricing at the time of renewal. This pricing may be higher than the pricing for the Initial Term or the then- current Renewal Term.

Section 6.04 - Cancellation for Cause: If either party materially breaches its obligations under this Agreement, the non-breaching party may cancel this Agreement and any licenses granted hereunder by sending a Cancellation Notice describing the breach to the breaching party. Upon receipt of such Cancellation Notice, the breaching party shall have thirty (30) days from the date of such notice to cure any such breach (“Cure Period”). If such breach is not cured within the Cure Period, the non-breaching party shall have the right to cancel this Agreement and any licenses granted hereunder as of the expiration of the Cure Period. Notwithstanding the foregoing, Licensor may immediately cancel the Agreement and any licenses granted hereunder at any time if Licensee has supplied false information to Licensor with respect to NCOALink® processing and completion of the required Processing Acknowledgement Form. In the event that Licensee engages in threatening, abusive, or harassing behavior towards Licensor employees or representatives, including, for example, frequent use of profane or vulgar language, Licensor may, in its sole option, (a) immediately cancel this Agreement and any licenses hereunder or (b) continue with the Agreement on the condition that Licensee no longer initiate any contact with Licensor or its employees or representatives.

Section 6.05 - Destruction of and Cease of Use of Software: Upon termination, expiration, or cancellation of this Agreement, Licensee shall destroy all Software and Documentation provided to Licensee by Licensor and cease use of the Software and Documentation. An officer of Licensee shall certify Licensee's destruction and cease of use of the Software and Documentation.

Section 6.06 - Destruction and Cease of Use of Services: Upon termination, expiration, or cancellation of this Agreement, Licensee's right to access and use the Services shall immediately cease and Licensee shall return or destroy any information received from the Services.

Section 6.07 – Termination for Convenience. Licensee may immediately terminate this Agreement in whole or in part without penalty and for any reason or no reason, including but not limited to, appropriation or budget shortfalls. Licensor shall be under no obligation to provide any refund if Licensee elects to terminate under this section.

ARTICLE VII: WARRANTY AND LIMITATION OF LIABILITY

Section 7.01 Software

(a) Licensor warrants to Licensee for a period of sixty (60) days from the Delivery Date (referred to as the “Warranty Period”) that the Software shall operate substantially in accordance with the functional specifications in the Documentation. If during the Warranty Period a defect in the Software appears, Licensee may return the Software to Licensor for either replacement or, if so elected by Licensor, refund of amounts paid by Licensee under this Agreement. Licensee agrees that the foregoing constitutes Licensee’s sole and exclusive remedy for breach by Licensor of any Software warranties made under this Agreement.

(b) Notwithstanding anything to the contrary in this Agreement, Licensor warrants, where applicable, that the distributed version of the Software meets documented certifications, such as CASSTM, PAVETM, etc., provided that it is used only with distributed shared libraries. Any changes or modifications to the shared libraries or changes or modifications (including attempts to reverse engineer the Software in order to make changes or modifications) to the Software will invalidate these certifications. Licensor is not responsible for any problem or failure of the Software to operate resulting therefrom.

(c) LICENSEE ACKNOWLEDGES THAT BECAUSE OF THE COMPLEXITY OF

COMPUTER TECHNOLOGY, LICENSOR CANNOT GUARANTEE THAT SOFTWARE WILL

OPERATE UNINTERRUPTEDLY OR ERROR-FREE. LICENSEE SHOULD NOT RELY

EXCLUSIVELY ON THE RESULTS GENERATED BY THE SOFTWARE, BUT LICENSEE

SHOULD INDEPENDENTLY VERIFY THE ACCURACY OF THOSE RESULTS.

(d) Disclaimer. FOREGOING WARRANTIES APPLY TO THE ORIGINAL LICENSEE ONLY

AND ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED,

OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF

SUITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

Section 7.02 - Services:

(a) Licensee is obligated to examine the deliverables generated from the Services and to notify Licensor in writing of any non-conformity in the deliverables within ten (10) days of receipt. If Licensee so notifies Licensor, then, unless Licensor reasonably disputes Licensee’s claim, Licensor shall, at Licensor’s sole option and as Licensee’s sole remedy, either re-perform the Services for the nonconforming job or issue Licensee a credit for the amount paid for the nonconforming job.

LICENSEE ACKNOWLEDGES THAT THE SERVICES AND THE DELIVERABLES

GENERATED FROM THE SERVICES MAY BE LESS THAN 100% ERROR FREE. LICENSOR

DOES NOT GUARANTEE OR WARRANT THE CORRECTNESS, AVAILABILITY, SPEED,

COMPLETENESS, CURRENTNESS, FUNCTIONALITY, MERCHANTABILITY OR FITNESS

FOR A PARTICULAR PURPOSE OF THE SERVICES. LICENSOR IS PROVIDING THE

SERVICES ON AN “AS IS”, “AS AVAILABLE” BASIS AND MAKES NO REPRESENTATION OR

WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICES. LICENSOR DISCLAIMS

ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO

THE SERVICES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY,

FITNESS FOR A PARTICULAR PURPOSE.

Section 7.03 - Limitation of Damages:

NEITHER PARTY, NOR ITS PARENT, OWNERS, AFFILIATES, SUBSIDIARIES, OFFICERS,

EMPLOYEES, MANAGERS, SUPPLIERS, DATA PROVIDERS, SUCESSORS OR ASSIGNS

SHALL BE LIABLE TO THE OTHER PARTY (OR ANY OTHER PERSON OR ENTITY

CLAIMI…