MAS - Versaterm Public Safety US Inc. - 47QTCA19D00JQ

GENERAL SERVICES ADMINISTRATION

Federal Acquisition Service

Authorized Federal Supply Schedule FSS Price List

On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order are available through GSA Advantage!, a menu-driven database system. The INTERNET address GSA Advantage! is: GSAAdvantage.gov

Multiple Award Schedule

FSC Group: Information Technology FSC Class: IT Software

Contract Number 47QTCA19D00JQ

For more information on ordering, go to the following website: https://www.gsa.gov/schedules

Contract Period 09/09/2024 – 09/08/2029

Versaterm Public Safety US Inc

1 N MACDONALD STE 500

MESA, AZ 85201-7346

Toll free: 1 800-288-5467 Contract Administrator: David Epstein

Direct Phone: 480-222-8919 Fax: 480-222-8999 www.justicetrax.com sales@justicetrax.com

Business Size: Other than small business

Price List current as of Modification #PS-0045 effective April 2, 2025

Prices Shown Herein are Net (discount deducted) https://www.gsa.gov/schedules http://www.justicetrax.com/ mailto:sales@justicetrax.com

Contract 47QTCA19D00JQ 2 | P a g e

Customer Information

1a. Awarded Special Item Numbers (SINs)

SIN Description 511210 Software Licenses 54151 Software Maintenance Services OLM Order Level Materials

1b. Lowest Priced Model Number and Unit Price-

SIN Product GSA price Incl. IFF

511210 CIMS 81+ $235.96

54151 Indexer Maintenance $93.70

Details on pages 4 - 6

1c. Hourly Rates – N/A

2. Maximum order -

SIN Maximum Order 511210 $500,000 54151 $500,000

OLM $250,000

3. Minimum order - $100.00

4. Geographic coverage – CONUS, DC, AK, HI, PR

5. Point(s) of production – Same as company address

6. Discount from list prices or statement of net price. Government Net Prices (discounts already deducted.)

7. Quantity discounts – See pages 4 - pricing per user count

8. Prompt payment terms – Net 30 days

*Information for Ordering Offices: Prompt payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions

9. Foreign items - None

10a. Time of delivery – Specified on Task Order

10b. Expedited Delivery – Contact contractor

10c. Overnight and 2-day delivery – Contact contractor

10d. Urgent Requirements - Agencies are advised to contact the contractor for Urgent delivery requirements.

Contract 47QTCA19D00JQ 3 | P a g e

11. F.O.B. point(s) - Destination

12a. Ordering address(es) – Same as company address

12b. Ordering procedures - See Federal Acquisition Regulation (FAR) 8.405-3.

13. Payment address(es) – Same as company address

14. Warranty provision – Contractor’s standard commercial warranty

15. Export packing charges, if applicable – N/A

16. Terms and conditions of rental, maintenance, and repair (if applicable) – See Page 6 – Terms and Conditions Applicable to Perpetual Software Licenses and Maintenance of General-Purpose Commercial Information Technology Software.

17. Terms and conditions of installation (if applicable) – N/A

18a. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices (if applicable) – N/A

18b. Terms and conditions for any other services (if applicable) – N/A

19. List of service and distribution points (if applicable) – N/A

20. List of participating dealers (if applicable) – N/A

21. Preventive maintenance (if applicable) – N/A

22a. Special attributes such as environmental attributes (e.g., recycled content, energy efficiency, and/or reduced pollutants) – N/A

22b. If applicable, indicate that Section 508 compliance information is available for the information and communications technology (ICT) products and services and show where full details can be found (e.g. contractor’s website or other location.) ICT accessibility standards can be found at: https://www.Section508.gov/. – N/A

23. Unique Entity Identifier (UEI) number - XTZQPHGC2ZK4

24. Registration in System for Award management (SAM) database. Contractor is registered and active https://www.section508.gov/

Contract 47QTCA19D00JQ 4 | P a g e

PRICING INFORMATION

SINs MFR PART NO PRODUCT NAME PRODUCT DESCRIPTION

DISCOUNT PRICE

OFFERED TO GSA

(including IFF)

511210 Indexer Indexer Virtual printer to file directly into LIMS-plus $520.55

54151 Indexer Maintenance Indexer Maintenance Support and upgrades to Indexer $93.70

511210 LIMS-plus1-20 JusticeTrax LIMS-plus® Laboratory Information Management

System (LIMS)1 to 20 licenses.

$8,268.94

511210 LIMS-plus21-40 JusticeTrax LIMS-plus® Laboratory Information Management

System (LIMS) 21 to 40 licenses.

$7,350.17

511210 LIMS-plus41-80 JusticeTrax LIMS-plus® Laboratory Information Management

System (LIMS) 41 to 80 licenses.

$6,431.40

511210 LIMS-plus81+ JusticeTrax LIMS-plus® Laboratory Information Management

System (LIMS) 81+ licenses.

$5,512.62

54151 LIMS-plusMaintenance1-20 JusticeTrax LIMS-plus® Annual

Software Maintenance

JusticeTrax LIMS-plus® Annual Software Maintenance per license from 1-20 licenses $1,488.41

54151 LIMS-plusMaintenance21-40 JusticeTrax LIMS-plus® Annual

Software Maintenance

JusticeTrax LIMS-plus® Annual Software Maintenance per license from 21-40 licenses $1,323.03

54151 LIMS-plusMaintenance41-80 JusticeTrax LIMS-plus® Annual

Software Maintenance

JusticeTrax LIMS-plus® Annual Software Maintenance per license from 41-80 licenses $1,157.65

54151 LIMS-plusMaintenance81+ JusticeTrax LIMS-plus® Annual

Software Maintenance

JusticeTrax LIMS-plus® Annual Software Maintenance per license from 81+ licenses $992.27

54151 LIMS-plusMaintenance500 JusticeTrax LIMS-plus® Annual

Software Maintenance JusticeTrax LIMS-plus® Annual Software Maintenance per license up to 500 users

$190,822.58

511210 CIMS-5-20

Consumables Inventory

Management System (CIMS) Consumables Inventory Management

System (CIMS) per 5-20 licenses $826.90

511210 CIMS-21-40

Consumables Inventory

Management System (CIMS)

Consumables Inventory Management System (CIMS) per 21-40 licenses (license numbers must equal number of LIMS-plus licenses)

$735.02

511210 CIMS-41-80

Consumables Inventory

Management System (CIMS) Consumables Inventory Management

System (CIMS) per 41-80 licenses $643.13

511210 CIMS-81+

Consumables Inventory

Management System (CIMS) Consumables Inventory Management

System (CIMS) per 81+ licenses $551.25

511210 LIMS-plusDNA-3-10 LIMS-plus DNA LIMS-plus DNA per 3-10 licenses $6,431.40

511210 LIMS-plusDNA-11-20 LIMS-plus DNA LIMS-plus DNA per 11-20 licenses $5,880.13

511210 LIMS-plusDNA-20+ LIMS-plus DNA LIMS-plus DNA per 20+ licenses $5,328.88

54151 CIMSMaintenance-5-20 Consumables Inventory

Management System (CIMS) Annual Maintenance

Consumables Inventory Management System (CIMS) Annual Maintenance per

5-20 licenses $148.84

54151 CIMSMaintenance-21-40 Consumables Inventory

Management System (CIMS) Annual Maintenance

Consumables Inventory Management System (CIMS) Annual Maintenance per

$132.30

Contract 47QTCA19D00JQ 5 | P a g e

21-40 licenses (license numbers must equal number of LIMS-plus licenses)

54151 CIMSMaintenance-41-80 Consumables Inventory

Management System (CIMS) Annual Maintenance

Consumables Inventory Management System (CIMS) Annual Maintenance per

41-80 licenses $115.76

54151 CIMSMaintenance-81+ Consumables Inventory

Management System (CIMS) Annual Maintenance

Consumables Inventory Management System (CIMS) Annual Maintenance per

81+ licenses $99.22

54152 CIMSMaintenance-500 CIMS Site Licensing Annual

Maintenance CIMS Site Licensing Annual Maintenance up to 500 licenses $19,082.16

54151 LIMS-plusDNA-Maintenance-3-10 LIMS-plus DNA Annual

Maintenance LIMS-plus DNA Annual Maintenance per

3-10 licenses $1,157.65

54151 LIMS-plusDNA-Maintenance-11-20 LIMS-plus DNA Annual

Maintenance LIMS-plus DNA Annual Maintenance per

11-20 licenses $1,058.42

54151 LIMS-plusDNA-Maintenance-21+ LIMS-plus DNA Annual

Maintenance LIMS-plus DNA Annual Maintenance per

21+ licenses $959.19

511210 LIMS-plus 8-20 LIMS-plus Subscription Tier 1, 8 to 20 users Laboratory Information Management

System (LIMS) $2,359.64

511210 LIMS-plus 21-40 LIMS-plus Subscription Tier 2, 21 to 40 users Laboratory Information Management

System (LIMS) $2,145.12

511210 LIMS-plus 41-80 LIMS-plus Subscription Tier 3, 41 to 80 users Laboratory Information Management

System (LIMS) $1,930.61

511210 LIMS-plus 81+ LIMS-plus Subscription Tier 4, 81+ users Laboratory Information Management

System (LIMS) $1,716.10

511210 LIMS-plus Up to 500 LIMS-plus Subscription, Tier 5, up to 500 users Laboratory Information Management

System (LIMS) $386,121.76

511210 LIMS-plus Portal 8-20 LIMS-plus Portal Subscription, Tier 1, 8 to 20 LIMS users Client Portal, requires matching LIMS $589.91

511210 LIMS-plus Portal 21-40 LIMS-plus Portal Subscription, Tier 2, 21 to 40 LIMS users Client Portal, requires matching LIMS $536.28

511210 LIMS-plus Portal 41-80 LIMS-plus Portal Subscription, Tier 3, 41 to 80 LIMS users Client Portal, requires matching LIMS $482.66

511210 LIMS-plus Portal 81+ LIMS-plus Portal Subscription, Tier 4, 81+ LIMS users Client Portal, requires matching LIMS $429.03

511210 LIMS-plusPortal Up to 500 LIMS-plus Portal Subscription, Tier 5, up to 500 LIMS users

Client Portal, requires matching LIMS $96,530.44

511210 CIMS 8-20

CIMS Subscription Tier 1, 8 to

20 users Consumables Inventory Management

System, requires matching LIMS $294.95

511210 CIMS 21-40

CIMS Subscription Tier 2, 21 to 40 users Consumables Inventory Management

System, requires matching LIMS $278.86

511210 CIMS 41-80

CIMS Subscription Tier 3, 41 to 80 users Consumables Inventory Management

System, requires matching LIMS $257.41

511210 CIMS 81+

CIMS Subscription Tier 4, 81+ users Consumables Inventory Management

System, requires matching LIMS $235.96

511210 CIMS Up to 500 CIMS Subscription, Tier 5, up to 500 users Consumables Inventory Management

System, requires matching LIMS $53,628.02

511210 LIMS-plus DNA Up to 10 LIMS-plus DNA, Tier 1, up to

10 users

Forensic DNA Sample & Data Management System, requires matching

LIMS

$1,823.36

Contract 47QTCA19D00JQ 6 | P a g e

511210 LIMS-plus DNA 11-20 LIMS-plus DNA, Tier 2, 11 to

20 users

Forensic DNA Sample & Data Management System, requires matching

LIMS

$1,662.47

511210 LIMS-plus DNA 21+ LIMS-plus DNA, Tier 3, 21+ users

Forensic DNA Sample & Data Management System, requires matching

LIMS

$1,501.58

511210 LIMS-plus DNA Up to 200 LIMS-plus DNA, Tier 3, up to

200 users

Forensic DNA Sample & Data Management System, requires matching

LIMS

$130,307.17

Contract 47QTCA19D00JQ 7 | P a g e

Terms And Conditions Applicable To

Perpetual Software Licenses (Special Item Number 511210) And Maintenance (Special Item Number

54151) Of General Purpose Commercial Information Technology Software

MASTER SOFTWARE AND SERVICES AGREEMENT

This Master Software and Services Agreement ("MSA") is made effective as of the date of the last signature set forth on the signature page hereto (the “Effective Date”):

BETWEEN:

[Name of customer], a [type of entity] [jurisdiction], (hereafter referred to as "Customer")

–and–

Versaterm Public Safety US, Inc., a corporation incorporated under the laws of the state of Delaware (hereafter referred to as "Versaterm")

Background

A. Versaterm (including its affiliates) develops, and licenses proprietary software related to public safety agencies.

B. The parties contemplate that from time-to-time Customer will wish to obtain, and Versaterm will provide, a license and associated services from Versaterm to permit Customer to such software and related materials, all of which shall be governed by the terms and conditions of this MSA.

NOW THEREFORE in consideration of the covenants contained in this MSA, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

1. Definitions.

For the purposes of this MSA, each Service Schedule and each Statement of Work, these terms will have the following meanings:

"Authorized User" means an employee, consultant, or contractor of Customer authorized by Customer to access and use the Services on Customer’s behalf.

"Confidential Information" means this Agreement, any Service Schedule, the Software, Customer Data and all ideas, designs, business models, databases, drawings, documents, diagrams, formulas, test data, marketing, financial or personnel data, technology, products, sales information, trade services, know-how customer or supplier information, including information provided by such customers or suppliers, or any other information already furnished or to be furnished or made available by one Party to the other, whether in oral, written, graphic or electronic form including any such

Contract 47QTCA19D00JQ 8 | P a g e information exchanged during informational sessions designated as confidential, including, without limitation, information concerning a Party's actual and potential customers and other Intellectual Property Rights of such Party, provided, however, that Confidential Information shall not include any data or information: (i) that, at the time of disclosure, is in or, after disclosure, becomes part of the public domain, through no act or failure on the part of the receiving Party, whether through breach of this Agreement or otherwise; (ii) that, prior to disclosure by the disclosing Party, was already in the possession of the receiving Party, as evidenced by written records kept by the receiving Party in the ordinary course of its business, or as evidenced by proof of actual prior use by the receiving Party; (iii) independently, custom developed by the receiving Party, by Persons having no direct or indirect access to the disclosing Party's Confidential Information provided that the receiving Party provides clear and convincing evidence of such independent development; (iv) which, subsequent to disclosure, is obtained from a third Person: (A) who is lawfully in possession of the such information;

(B) who is not in violation of any contractual, legal, or fiduciary obligation to either Party, as applicable, with respect to such information; and (C) on a non-confidential basis; or (v) is further disclosed with the prior written consent of the disclosing Party, but only to the extent of such consent.

“CPI” means for Customer located in Canada the consumer price index published by Statistic Canada on the 1st of the year and for Customer located in the United States the consumer price index for all urban consumers published by the U.S. Bureau of Labor Statistics on the 1st if the year.

"Customer Data" means collectively any data, files, documentation, or other information: (i) that Customer or any of its Authorized Users may upload to Versaterm Platform when using the Services;

and (ii) processed through the use of the Services, excluding Third Party Data and any Versaterm Data.

"Customizations" means all Customer-requested modifications made to the Software or User Documentation by or for Versaterm in accordance with the terms of a Service Schedule or Work Order, which shall be at Customer's expense.

"Enhancements" means any changes or additions to the Software, that improve functions, add new functions, improve performance, or corrects errors by changes in system design or coding, including but not limited to changes or additions that are made to the Software to provide substantial additional value or utility.

"Fees" means the Subscription Fees, the License Fees, the Maintenance and Support Fees, the Customization Fees and all other fees and charges charged by Versaterm under this MSA, any Service Schedule, any SOW, or any other attachment.

“Go-Live Date” means the date on which the Software is available for production use, as may be further defined in a Service Schedule or SOW.

"including" means "including without limitation" and is not to be construed to limit any general statement which it follows to the specific or similar items or matters immediately following it.

"Intellectual Property" means any property, tangible or intangible, that may be subject to Intellectual Property Rights, including without limitation, ideas, formulae, algorithms, concepts, techniques, processes, procedures, approaches, methodologies, plans, systems, research, information, documentation, data, data compilations, specifications, requirements, designs, diagrams, programs, inventions, technologies, software (including its source code), tools, products knowledge, know-how, Contract 47QTCA19D00JQ 9 | P a g e including without limitation, trade secrets, and other materials or things.

"Intellectual Property Rights" means: (a) any and all proprietary rights anywhere in the world provided under: (i) patent law; (ii) copyright law, including moral rights; (iii) trademark law; (iv) design patent or industrial design law; (v) semiconductor chip or mask work law; (vi) trade secret law; (vii) privacy law;

or (viii) any other statutory provision or common law principal applicable to this Agreement which may provide a right in either: (A) Intellectual Property; or (B) the expression or use of Intellectual Property;

and (b) any and all applications, registrations, licenses, sub-licenses, franchises, agreements or any other evidence of a right in any of the foregoing.

“License Fees” means the fees charged by Versaterm in respect of the provision of Software to Customer on an on-premises basis, as further identified in a Service Schedule.

"Licensed Materials" means collectively the Versaterm Platform, Software, and the User Documentation.

"Maintenance and Support Fees" means the fees charged by Versaterm in respect of maintenance and support services as further identified in a Service Schedule.

"Network Aggregator Provider" means a third party service provider that offers connectivity services to securely link separate networks.

“Open Source Software Components” means software programs, libraries, or distributables (commonly known as “public”, “open source” or “free” software) made publicly available by the copyright holders.

"Party" means either Customer or Versaterm and "Parties" means both.

"Person" means any individual, company, corporation, partnership, government or government agency, authority or entity howsoever designated or constituted.

"Point of Access" means Versaterm's, or its subcontractor's, border router, which is used to establish connectivity from the Versaterm Platform to Versaterm's, or its subcontractor's, internet provider, or the public internet.

“Professional Services” all professional services purchased by Customer in respect of the Subscription Services or use of Software (if installed on Customer’s premises) , including implementation services, data migration, specialized support, training services and any other services as further described in a Service Schedule or Statement of Work.

"Service Schedule" means the applicable written document, signed by Customer and Versaterm, which incorporates by reference the terms and conditions of this MSA, the terms and conditions of Subscription Service or the terms and conditions regarding use of the Software, any attached SOW, and any other relevant terms and conditions with respect to Customizations, Professional Services, Implementation or the provision of other technical services.

"Software" means the computer programs owned by Versaterm and which are licensed to Customer under a Service Schedule, including: (a) all maintenance modifications (updates and upgrades); (b) Enhancements; (c) Customizations, now developed or to be developed by or for Versaterm during the Term; and (d) all formulas, routines, subroutines, algorithms, concepts, techniques, know-how and ideas implemented or embodied in any of the foregoing, in any form. For the avoidance of doubt, Software excludes Third Party Components.

Contract 47QTCA19D00JQ 10 | P a g e

“Statement of Work or SOW” means the applicable written document, signed by Customer and Versaterm or incorporated as part of Service Schedule, under which Versaterm may provide Customer additional Professional Services related to the Software, including training, specialized support and data migration, which shall be attached to the applicable Service Schedule.

"Subscription Fee" means the fees charged by Versaterm in respect of the Subscription Service as further identified in a Service Schedule.

"Subscription Service” means any combination of the following: (i) limited access and use rights to the Versaterm Platform on a hosted basis, (ii) hosting services, (iii) support services, and (iv) any other similar generally applicable services that Versaterm provides to its customers in accordance with the User Documentation. For the avoidance of doubt, Subscription Services do not include Professional Services.

“Subscription Term” means, with respect to any use of Software or access to Subscription Service, the subscription period specified on the applicable Service Schedule or, if no explicit period is indicated in the applicable Service Schedule, a period of one (1) year starting from the 1st of the month following the Effective Date; together with, all renewals thereof effected in accordance with the terms of this Agreement.

“Term” means the term set out in Section 3, paragraph (a).

“Third Party Data” means any data owned by a third party that the Customer accesses via the Software.

“Third Party Component” means any components of the Subscription Services provided by third parties, including Open Source Software Components and third party proprietary software or services (e.g. Amazon Web Services (AWS)).

“Third Party Supplier” means any party who provides products and/or services, including Open Source Software and Third Party Components that contribute to the overall Software provided to the Customer by Versaterm.

"User Documentation" means the user manuals, guides, and specifications with respect to the operation, use, functions, and performance of the Software, as revised from time to time, and any additional documentation for Customizations produced by Versaterm, in written or online electronic form.

"Versaterm Platform" means the Software, Versaterm Server and such devices and peripherals physically located with the Versaterm Server, including all computer hardware, software, network elements, and electrical and telecommunications infrastructure located behind the Point of Access.

"Versaterm Server" means that computer server located at Versaterm's premises, or a third-party provider of hosting and/or network services, that houses the Software.

Contract 47QTCA19D00JQ 11 | P a g e

2. Scope of Agreement

(a) It is the intention of Versaterm and Customer that, where Software and services are to be provided by Versaterm under this MSA, particular details and terms will be specified in a Service Schedule. If there is a conflict between a Service Schedule and this MSA, the Service Schedule will prevail over the conflicting provisions of this MSA to the extent of the inconsistency but only for the purposes of that Service Schedule. Except for such conflicts, the provisions of this MSA will not be deemed to be amended, cancelled, waived, or released by the execution of a Service Schedule.

(b) Each Service Schedule shall contain the following minimum information, to the extent the same is applicable:

i. the express incorporation of this MSA by reference;

ii. a list and description of the applicable Software;

iii. Subscription Term;

iv. Customizations and custom application programming interfaces (“APIs”) if any, to the Software and the terms and conditions upon which same will be provided;

v. the Fees, including onboarding fees, escrow agreement fees and implementation fees, as applicable;

vi. the License Fee or Subscription Fee for the Software;

vii. the Maintenance and Support Fee;

viii. the site(s) at which the Software are permitted to be installed if Software is installed on Customer’s premises;

ix. the project schedule (which may include project implementation dates, installation dates, training session dates) for the Software;

x. training, if applicable;

xi. any other terms relating to the maintenance, enhancement or support of the Software; and

xii. any special terms and conditions agreed upon by Versaterm and Customer.

3. Effective Dates.

(a) This MSA shall have an initial term of three (3) years from the Effective Date (the "Initial Term"), unless earlier terminated in accordance with the provisions under Section 19, and shall automatically renew for consecutive additional one (1) year terms (each a "Renewal Term"), unless either Party provides a written termination notice to the other Party at least sixty (60) days prior to the expiration of the Initial Term or the then-current Renewal Term, as applicable. The Initial Term and Renewal Terms, if any, are

Contract 47QTCA19D00JQ 12 | P a g e collectively referred to herein as the “Term”. Notwithstanding any termination or expiration of this MSA, the MSA shall continue to be in effect until the termination or expiration of the last effective Service Schedule.

(b) Each Service Schedule will be effective from the date set out in such Service Schedule and for the term specified in that Service Schedule.

(c) Upon expiration of each Subscription Term, unless otherwise specified in the applicable Service Schedule, all rights to access and use or the license to use Licensed Materials, as applicable, granted under such Service Schedule and this MSA shall automatically be renewed for additional one (1) year periods, and Versaterm will invoice Customer at the then-current subscription-based price for such additional Subscription Term year at Versaterm’s then-current rates, subject to the cap set forth in Section 8(g) (or such other rates mutually agreed by the Parties), unless a Party provides written notice to the other Party to terminate at least sixty (60) days prior to the expiration of the Subscription Term or any renewal term.

4. License

(a) Customer shall have the right to access and use or install and use the Licensed Materials solely as expressly granted or otherwise set forth in this MSA and the applicable Service Schedule.

(b) Customer shall not:

(i) use, reproduce, display, perform or otherwise exploit the Software except as expressly authorized in this MSA or in a Service Schedule;

(ii) copy any of the Software or User Documentation except as reasonably necessary to use the Software for its internal use as authorized herein or in a Service Schedule, and in all cases subject to the confidentiality provisions hereof, and provided that all copyright notices and any other proprietary notices are included;

(iii) assign this MSA or transfer, lease, export or grant a sublicence of the Software or the license contained in this MSA to any Person except as expressly authorized herein or in a Service Schedule;

(iv) decompile, disassemble, reverse engineer, or otherwise access or attempt to gain access to the Software’s source code;

(v) give any Person other than its employees, consultants, contractors and/or clients of Customer or other individuals listed pursuant to a Service Schedule access to the Software or;

(vi) rent or lend, with or without charge, any system which includes the Software to any Person including clients and customers;

(vii) operate at any time on a regular or irregular basis an online or offline customer service bureau involving the Software;

Contract 47QTCA19D00JQ 13 | P a g e

(viii) permit (and Customer shall take all necessary precautions to prevent) third parties (including, any parties affiliated or related to Customer) to use the Software in any way that would constitute a breach of this MSA or any Service Schedule;

(ix) use any APIs, other than the APIs expressly authorized for use by Versaterm, with the Software or use any authorized APIs in a manner that is not permitted or published by Versaterm;

(x) remove or modify any proprietary marking or restrictive legends placed on the Licensed Materials;

(xi) use any device, software, or routine to interfere with the proper working of the Software or to bypass any security features of the Software; or

(xii) introduce into the Versaterm Platform any viruses, worms, defects, trojan horses, malware, or any items of a destructive nature,

(c) Customer shall be solely and exclusively responsible for the supervision, management, and control of Customer’s and each of its Authorized User’s use of the Licensed Materials and shall require each Authorized User to maintain all passwords and other access credentials with respect thereto.

5. Customer’s Obligations

(a) Where the Software will require access and use of the Versaterm Platform, Versaterm shall operate and maintain the Versaterm Platform in accordance with the applicable Service Schedule. Access to the Versaterm Platform may be through a secure connection with the public internet or using a Network Aggregator Provider. Customer acknowledges and agrees that Versaterm is not responsible or liable for any communication over the public internet, or for the Network Aggregator Provider's network or its operation or the Network Aggregator Provider's network's failure to deliver communication to and from the Versaterm Platform on a timely basis.

(b) Customer shall be fully responsible for the acts and omissions of all Persons that are authorized or otherwise allowed, by Customer, to use or have access to the Software and User Documentation.

(c) Customer agrees to co-operate with and advise Versaterm of all information which would be reasonably required to permit Versaterm to deliver and, if applicable, install the Software. Customer shall respond promptly to any Versaterm request to provide information, approvals, authorizations or decisions that are reasonably necessary for Versaterm to provide the Software.

(d) Subject to the terms and conditions of this MSA, each Service Schedule, and if applicable, each SOW, Customer shall provide Versaterm with all reasonable access, which may include remote access, to Customer’s systems and premises for the purpose of Versaterm performing its obligations pursuant to this MSA, and the failure of Customer to provide such access shall relieve Versaterm of its obligation to perform such obligations.

(e) Customer shall notify Versaterm immediately of any actual or suspected unauthorized use of its passwords or API keys for the Versaterm Platform.

Contract 47QTCA19D00JQ 14 | P a g e

6. Ownership

(a) Customer acknowledges and agrees that all rights, title and interests in and to the Licensed Materials, including all Intellectual Property embodied therein, are and shall at all times remain the exclusive property of Versaterm and that, except as expressly set forth herein, no rights, title or interests, including any license, is granted to Customer hereunder by implication, estoppel, or otherwise of any kind whatsoever in or to the Licensed Materials or any portion thereof, except, in each case, for the rights and licenses expressly granted to Customer herein,. Customer further acknowledges and agrees that all Third Party Components are and shall at all times remain the property of the applicable Third Party Suppliers.

(b) Customer shall not remove any Versaterm trademark, service mark or logo, or any proprietary notices or labels (including any copyright or trademark notices) from the Service.

(c) If Customer provides any feedback, comments, suggestions, ideas, descriptions of processes, or other information to Versaterm about or in connection with any Licensed Materials, including any ideas, concepts, know-how or techniques contained therein (collectively, “Feedback”), then Customer hereby grants Versaterm and its affiliates a worldwide, fully paid-up, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify and otherwise exploit the Feedback for any purpose, without any compensation to Customer or any restriction or obligation on account of Intellectual Property Rights or otherwise. Without limiting the generality of the foregoing, nothing in this MSA limits Versaterm’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.

7. Customer Data and Hosting Provider

(a) Customer hereby grants to Versaterm a limited, non-exclusive, non-transferable, royalty-free right to use, reproduce, manipulate, display, transmit and distribute the Customer Data solely in connection with providing the Licensed Materials to Customer, and improving and developing the Licensed Materials. In addition, Versaterm may analyze Customer Data, and data of other customers, to create aggregated or anonymized statistics or data that do not identify Customer or any individual, and Versaterm may during and after the Term use and disclose such statistics or data in its discretion. Except as specified otherwise in the Agreement, Customer shall be solely responsible for providing, updating, uploading and maintaining all Customer Data.

(b) Customer acknowledges and agrees that Versaterm: (i) will not be responsible for the accuracy, completeness or adequacy of any Customer Data or the results generated from any Customer Data uploaded to the Versaterm Platform and processed by the Software; (ii) has no control over any Customer Data or the results therefrom; (iii) does not purport to monitor Customer Data; and (iv) if Software is installed on Customer premises, shall not be responsible to back up or maintain any back up of the Customer Data or any portion thereof.

(c) Versaterm may change its third party hosting provider (“Hosting Provider”) at any time. Customer’s use of the Licensed Materials is subject to any applicable restrictions imposed by the Hosting Provider.

Notwithstanding any other provision of this MSA, Versaterm shall not be liable for any problems, failures, defects or errors with the Licensed Materials to the extent caused by the Hosting Provider. Customer

Contract 47QTCA19D00JQ 15 | P a g e acknowledges that the Fees payable for the Licensed Materials reflect the fact that Versaterm is not responsible for the acts and omissions of the Hosting Provider.

8. Fees and Payment Terms

(a) All Fees applicable to a Service Schedule will be specified therein. All amounts invoiced and due in accordance with the payment terms of the applicable Service Schedule shall be paid by Customer within thirty (30) days of the date of an invoice for such amounts.

(b) Any additional services, such as Professional Services or Customizations, requested by Customer shall be subject to additional Fees, unless otherwise agreed to in writing by the Parties.

(c) All invoices under a Service Schedule will be in writing, reasonably substantiate the charges set out therein and will be emailed by Versaterm to Customer at email address specified in the applicable Service Schedule or may be submitted through an alternative electronic platform as agreed to between the Parties (i.e.: Customer’s portal) as identified in the applicable Service Schedule.

(d) Where Customer fails to pay any amount in accordance with paragraph (a) above, Versaterm shall have the right, in addition to any other remedies, to charge, and Customer shall pay, interest on such overdue amounts at the rate of one and a half per cent (1.5%) per month (18% per annum), or, if less, the maximum rate of interest allowed by law.

(e) In all cases, all undisputed amounts due under this Agreement will be paid by Customer in full without any withholding, set-off, counterclaim or deduction.

(f) If, acting in good faith, Customer disputes any item within an invoice, it shall raise such dispute by written notice to Versaterm prior to the date that payment on such invoice is due, and the Parties shall negotiate in good faith to attempt to resolve the dispute promptly. If the dispute is not resolved within thirty (30) days of the said notice being given, the dispute shall be resolved in accordance with Section

33. Any amounts not disputed in accordance with this section shall be deemed accepted and must be paid by Customer in accordance with paragraph (a).

(g) Versaterm reserves the right to increase the fees on an annual basis, as identified in a Service Schedule, by no more than CPI + 4%. Notwithstanding the foregoing, Versaterm may increase fees beyond the cap of CPI + 4% for Third Party Components.

9. Taxes.

In addition to all charges under a Service Schedule, Customer shall pay to Versaterm all taxes, duties, and other such assessments or charges which may be assessed, levied, or imposed with respect to any Software, services or products provided under a Service Schedule, except taxes based on Versaterm's income and capital. The foregoing provision includes sales, use, service, excise and personal property taxes, whether collected or withheld by Versaterm or otherwise assessed, and any penalty and interest payments related to the foregoing (which penalty and interest payments are not due to any fault on the part

Contract 47QTCA19D00JQ 16 | P a g e of Versaterm) but does not include taxes for which Customer is exempt by law and for which Customer has provided to Versaterm a bona fide tax exemption certificate prior to such tax becoming due.

10. Confidentiality

(a) Each Party acknowledges that all Confidential Information consists of confidential and proprietary information. Except as required by law, each Party shall hold Confidential Information of the other Party in trust and confidence for and on behalf of such other Party, and shall take commercially reasonable measures to maintain the confidentiality of the Confidential Information, which measures shall in any event be no less than what such Party would implement to protect its own Confidential Information of a similar nature or value. Each Party agrees not to make use of Confidential Information other than to the extent necessary for the exercise of rights or the performance of obligations under this MSA or any Service Schedule, and not to release, disclose, communicate or otherwise make it available to any third-party other than officers, directors, employees, consultants and contractors of Versaterm or Customer, as applicable, who reasonably need to know it in connection with the exercise of rights or the performance of obligations under this MSA or any Service Schedule.

(b) Each Party agrees that any breach of this Section 10 ("Confidentiality") may give rise to irreparable damage to the other Party, the injury to the other Party from any such breach would be difficult to calculate, and that money damages would therefore be an inadequate remedy for such breach. Each Party agrees that the other Party will be entitled, in addition to all other remedies that the other Party may have under this MSA, at law or in equity, and without showing or proving any actual damage sustained by it, to a permanent or temporary injunction or other order to restrain any breach, threatened breach or the continuation of any breach of this Section 10.

(c) Upon the termination or expiration of each Service Schedule, each Party will return to the other Party all Confidential Information with respect to such Service Schedule which is then in its possession or control. Upon the termination of this MSA, each Party will return to the other Party all Confidential Information of such other Party which is then in its possession or control.

(d) Notwithstanding the above, Versaterm reserves the right to retain Customer Data on audit logs and server system logs and in support tickets, support requests, and direct communications with Versaterm, saved as part of routine back-ups or as otherwise may be required by law.

11. Representations and Warranties of Versaterm.

Versaterm represents and warrants as follows:

(a) Versaterm has the power and the capacity to enter into, and to perform its obligations under this MSA.

This MSA and each of the agreements, contracts and instruments required by this MSA to be delivered by Versaterm have been duly authorized by Versaterm. This MSA has been duly executed and delivered by Versaterm and is a valid and binding obligation of Versaterm, enforceable in accordance with its terms;

(b) neither the entering into of this MSA, nor the performance by Versaterm of any of its obligations under this MSA will contravene, breach, or result in any default under any organizational documents of

Contract 47QTCA19D00JQ 17 | P a g e

Versaterm or under any agreement to which Versaterm is a party or by which Versaterm is otherwise bound; and

(c) Versaterm will use commercially reasonable efforts to ensure that all Software delivered to Customer is, at the time of shipment, free of any known computer software viruses.

12. Representations and Warranties of Customer. Customer represents, warrants, and covenants, as follows:

(a) Customer has the corporate power and the capacity to enter into, and to perform its obligations under this MSA. This MSA and each of the agreements, contracts and instruments required by this MSA to be delivered by Customer have been duly authorized by Customer. This MSA has been duly executed and delivered by the Customer and is a valid and binding obligation of the Customer, enforceable in accordance with its terms; and

(b) neither the entering into of this MSA, nor the performance by Customer of any of its obligations under this MSA will contravene, breach, or result in a default under the articles, by-laws, constating documents or other organizational documents of Customer or under an agreement to which the Customer is a party or by which Customer is otherwise bound.

13. Versaterm’s Indemnity

(a) Versaterm will defend at its own expense any claim, proceeding or suit (for purposes of this Section 13, a "Claim") brought against Customer to the extent such Claim alleges that any Licensed Materials provided under a Service Schedule infringes a proprietary right of a third-party which is enforceable within Canada or the United States, and will indemnify and pay all damages finally awarded against Customer by courts of competent jurisdiction on account of such infringement together with all reasonable costs and expenses (including reasonable legal fees as determined by courts of competent jurisdiction) incurred by Customer as a direct result of such Claim, provided Versaterm is given: (i) prompt written notice, however, no later than ten (10) days, of the Claim; (ii) all reasonable information and assistance which it may require to defend the Claim; (iii) sole control of the defense of the Claim, and all negotiations for its settlement or compromise; and provided further: (iv) that the alleged infringement does not result from any alterations, modifications or enhancements to the Software or Documentation made by Customer or on its behalf by a third-party, or the use or operation of the Licensed Materials in combination with other software, products, data, apparatus or equipment not provided by Versaterm.

(b) Notwithstanding anything to the contrary in this MSA or any Service Schedule, Versaterm shall not be responsible for any cost, expense or compromise incurred or made by Customer in respect of a Claim without Versaterm's express prior written consent.

(c) If any Claim has occurred, or in Versaterm’s opinion is likely to occur, Versaterm may, at its option and expense:

(i) procure for Customer the right to continue using the applicable Licensed Materials;

(ii) replace or modify the same so that it becomes non-infringing without loss of material functionality; or

Contract 47QTCA19D00JQ 18 | P a g e

(iii) if none of the foregoing alternatives is reasonably available, or available on commercially reasonable terms, at Versaterm’s discretion, discontinue the Service and use of the Software and refund to Customer any pre-paid and unused portion of the Fees paid by Customer in respect of use of the Software for the remainder of the then-current portion of the Term.

(d) Notwithstanding the above Versaterm shall have no obligation for any Claim based upon Third Party Components, which are warranted solely by the individual Third Party Supplier.

(e) This Section 13 states the entire obligations of Versaterm with respect to any infringement of any Intellectual Property Rights of any third party.

14. Customer's Indemnity

Customer shall defend at its own expense any Claim brought against Versaterm, its affiliates or any of their respective directors, officers, employees, consultants, contractors or agents (each, a “Versaterm Indemnitee”), to the extent such Claim: (i) alleges, directly or indirectly, that any Customer Data infringes any Canadian or U.S. Intellectual Property Right of a third person; or (ii) is in relation to Customer's use of the Software, including contrary to applicable law, except however to the extent Versaterm is obligated to indemnify Customer pursuant to Section 13; provided that Customer is given:

i. prompt written notice of the Claim or of any allegations or circumstances known to Versaterm which could result in a Claim;

ii. all reasonable information and assistance from Versaterm, at Customer's expense, which Customer may require to defend the Claim; and

iii. sole control of the defense of the Claim, and all negotiations for its settlement or compromise thereof; provided that Versaterm’s express prior written consent shall be required for any such settlement or compromise that (A) does not fully and irrevocably release all Versaterm Indemnitees from any liability of any kind a full release with respect thereto, (B) limits in any manner Versaterm’s right to use, distribute or commercialize any Licensed Materials, or (C) that includes any admission of wrongdoing by or creates or is reasonably likely to create any reputational harm to any Versaterm Indemnitee.

15. Exclusion of Other Warranties and Conditions

(a) EXCEPT AS EXPRESSLY STATED IN THIS MSA, ANY SERVICE SCHEDULE, OR ANY SOW, THE LICENSED MATERIALS, THIRD PARTY COMPONENTS OR ANY SERVICES PROVIDED HEREUNDER, ANY SERVICE SCHEDULE OR ANY SOW ARE PROVIDED ON AN "AS IS", “WHERE-IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND. THE REPRESENTATIONS AND WARRANTIES GIVEN BY

VERSATERM IN SECTION 11 ARE IN LIEU OF ALL OTHER REPRESENTATIONS, WARRANTIES OR

CONDITIONS, WHETHER EXPRESS OR IMPLIED, IN RELATION TO ANY LICENSED MATERIALS, THIRD PARTY COMPONENTS OR SERVICES PROVIDED UNDER THIS MSA, ANY SERVICE SCHEDULE OR ANY

SOW, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY,

FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT AND THOSE ARISING BY

STATUTE OR OTHERWISE IN LAW, OR FROM A COURSE OF DEALING OR USAGE OF TRADE.

VERSATERM HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD PARTY

Contract 47QTCA19D00JQ 19 | P a g e

COMPONENTS OR THE ACTS OR OMISSIONS (INCLUDING WITH RESPECT TO THE PROVISION OF ANY

SERVICES) OF ANY THIRD PARTY SUPPLIER.

(b) CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE USE AND OPERATION OF ANY

SOFTWARE OR THIRD PARTY COMPONENTS, AND THE RESULTS OBTAINED FROM SUCH USE AND

OPERATION, ARE AT THE SOLE AND EXCLUSIVE RISK OF CUSTOMER AND THAT VERSATERM ASSUMES NO LIABILITY OR RESPONSIBILITY WITH RESPECT TO ANY RELIANCE UPON THE RESULTS OBTAINED

BY CUSTOMER OR ANY THIRD-PARTY.

16. Exclusion of Indirect Damages.

UNDER NO CIRCUMSTANCES WILL VERSATERM BE LIABLE FOR ANY OF THE FOLLOWING UNDER THIS AGREEMENT FOR ANY REASON: (A) SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITH RESPECT TO LOSS OF PROFITS, REVENUES, CUSTOMERS OR CONTRACTS, LOSS OF USE OF EQUIPMENT, LOSS OF OR DAMAGE TO DATA OR

CUSTOMER RECORDS, REPUTATIONAL HARM, OPERATIONAL OR SERVICE INTERUPTIONS, BUSINESS INTERRUPTION, OR LACK OF AVAILABILITY OF CUSTOMER MATERIALS OR FACILITIES, INCLUDING

CUSTOMER'S COMPUTER RESOURCES, SOFTWARE AND ANY STORED DATA (INCLUDING CUSTOMER

DATA) OR RECORDS; OR (B) ANY THIRD-PARTY CLAIMS AGAINST CUSTOMER FOR LOSSES OR DAMAGES (EXCEPT AS EXPRESSLY PROVIDED IN SECTION 13), IN EACH CASE, EVEN IF ADVISED OF THE POSSIBILITY

OF SAME OR EVEN IF SAME WERE REASONABLY FORESEEABLE.

17. Limitation of Direct Damages.

THE TOTAL AGGREGATE LIABILITY OF VERSATERM UNDER THIS AGREEMENT IS LIMITED TO THE AMOUNT CUSTOMER PAID VERSATERM FOR THE SERVICES PURSUANT TO WHICH SUCH LIABILITY AROSE OR IS ASSOCIATED DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM GIVING RISE TO THE LIABILITY AROSE. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO DAMAGES ARISING FROM VERSATERM’S

GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

18. Insurance.

Versaterm shall secure and maintain insurance coverage throughout the MSA and any Service Schedule in amounts that it deems reasonable in its sole discretion.

19. Termination.

In addition to any other rights or remedies hereunder:

(a) Versaterm reserves the right to terminate this MSA or any Service Schedule for convenience by providing thirty (30) days written notice to the Customer;

(b) Versaterm may terminate this MSA and/or any Service Schedule at any time on giving Customer notice in writing if: (i) Customer infringes any copyright or other Intellectual Property Right or other industrial or proprietary right of Versaterm; (ii) in Versaterm’s reasonable judgment, Customer’s use of the Software poses a security risk to the Software or any third party; (iii) Customer fails to pay in full any sum owed by

Contract 47QTCA19D00JQ 20 | P a g e it under this MSA or Service Schedule within thirty (30) days of the due date therefor; or (iv) Customer fails to observe or perform any other material obligation or covenant required to be observed or performed by it under this MSA or Service Schedule, and solely in the case of (iv) above, such failure continues for a period of thirty (30) days after delivery of written notice by Versaterm to Customer requiring Customer to cure such failure.

(c) In the event Customer becomes unable to pay future amounts due under any Service Schedule or SOW due to a material reduction in or cancellation of public funding, Customer may terminate the applicable Service Schedule or SOW upon thirty (30) days’ written notice to Versaterm, and Versaterm shall be entitled to retain any advance payments made by Customer to Versaterm.

(d) Subject to applicable law, Customer may terminate this MSA immediately upon giving written notice to Versaterm if Versaterm: (i) makes any general assignment for the benefit of…