MAS - Deque Systems Inc. - 47QTCA21D004E

GENERAL SERVICES ADMINISTRATION

FEDERAL SUPPLY SERVICE

AUTHORIZED FEDERAL SUPPLY SCHEDULE PRICE LIST

For more information on ordering from Federal Supply Schedules click on the FSS Schedules button at:

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

SCHEDULE TITLE: Multiple Award Schedule

CONTRACT NUMBER: GS-35F-150LA (47QTCA21D004E)

CONTRACT PERIOD: January 21, 2021 – January 20, 2026

Modification Number: Not Applicable. The Contractor’s Price List is current from publication.

FSC Classes/Product Codes:

• DA10 IT and Telecom - Business Application/Application Development Software As A Service

• DE11 IT and Telecom - Mobile Device As A Service

• U012 Education/Training - Information Technology/Telecommunications Training

CONTRACTOR: Deque Systems, Inc.

381 Elden Street, Suite 2000 Herndon, Virginia 20170 Telephone: (703) 225-0380 Fax: (703) 225-0387 E-Mail: GSA@deque.com Website: www.deque.com

CONTRACTOR’S SOURCE: Carol A Frederick

381 Elden Street, Suite 2000 Herndon, Virginia 20170 Telephone: (703) 225-0380 Fax: (703) 225-0387 E-Mail: GSA@deque.com

BUSINESS SIZE: Woman-Owned Small Business

Deque Systems, Inc. (Deque) is a woman-owned software and services company that was founded in 1999 with a mission of digital equality. For over 20 years, Deque has been the industry leader in producing digital accessibility software. Deque’s accessibility experts are instrumental in the creation and maintenance of the World Wide Web Consortium’s (W3C) Web Content Accessibility Guidelines (WCAG). Deque has over 15 years of experience helping federal, state and local government agencies achieve Section 508 compliance through a complete suite of tools, services, and training. Deque’s mission is to provide flexible, innovative, and cost-effective accessibility solutions for the public and private sectors.

http://fss.gsa.gov/ http://www.gsaadvantage.gov/ mailto:GSA@deque.com http://www.deque.com/ mailto:GSA@deque.com

Deque Systems, Inc.

GSA MAS Authorized FSS Price List Contract No. GS-35F-150LA (47QTCA21D004E)

TABLE OF CONTENTS

CUSTOMER INFORMATION

TERMS AND CONDITIONS FOR ALL IT CONTRACTORS

TERMS AND CONDITIONS APPLICABLE TO SOFTWARE LICENSES (SPECIAL ITEM NUMBER

511210)

TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT) PROFESSIONAL

SERVICES (SPECIAL ITEM NUMBER 54151S)

TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT) TRAINING

(SPECIAL ITEM NUMBER 611420)

CONTRACTOR’S PRICE LIST

END USER LICENSE AGREEMENT

COMMERCIAL SUPPLIER AGREEMENT

CUSTOMER INFORMATION

1a. TABLE OF AWARDED SPECIAL ITEM NUMBERS (SINs)

SIN Description Large Category Subcategory

511210 Software Licenses Information Technology IT Software

54151S Information Technology Professional Services

Information Technology IT Services

611420 Information Technology Training

Information Technology IT Training

1b. LOWEST PRICED MODEL NUMBER AND UNIT PRICE FOR EACH SIN:

(Government net price based on a unit of one)

See Contractor’s Price List set forth below.

1c. HOURLY RATES (Services only):

Not Applicable.

2. MAXIMUM ORDER*:

Special Item Number and Title Maximum Order

511210 Software Licenses $1,000,000.00

54151S Information Technology Professional Services $1,000,000.00

611420 Information Technology Training $1,000,000.00

NOTE TO ORDERING ACTIVITIES: *If the best value selection places your order over the Maximum Order identified in this catalog/pricelist, you have an opportunity to obtain a better schedule contract price. Before placing your order, contact the aforementioned contactor for a better price. The contractor may (1) offer a new price for this requirement (2) offer the lowest price available under this contract or (3) decline the order. A delivery order that exceeds the maximum order may be placed under the schedule contract in accordance with FAR 8.404.

3. MINIMUM ORDER: The Minimum Order value for all awarded SINs is $100.00 USD.

4. GEOGRAPHIC COVERAGE: Domestic delivery within the 48 contiguous states and

Washington, D.C.

5. POINT(S) OF PRODUCTION: Herndon, Virginia; Ann Arbor, Michigan

6. DISCOUNT FROM LIST PRICES: GSA Net Prices are shown in the below GSA

Pricelist. Negotiated discounts have been applied and the IFF has been added.

7. QUANTITY DISCOUNT(S): One percent (1%) additional for each order greater than

$500,000.00 for SIN 511210, SIN 54151S, and SIN 611420.

8. PROMPT PAYMENT TERMS: Prompt payment discounts are not offered. Payment Terms are NET 30 calendar days from receipt of invoice.

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

9.a Government Purchase Cards must be accepted at or below the micro-purchase threshold.

9.b Government Purchase Cards are accepted above the micro-purchase threshold.

Contact the Contractor for limit.

10. FOREIGN ITEMS: None.

11a. TIME OF DELIVERY: 30 days or as negotiated with the ordering activity.

11b. EXPEDITED DELIVERY: Contact the Contractor for availability.

11c. OVERNIGHT AND 2-DAY DELIVERY: Contact the Contractor for availability.

11d. URGENT REQUIRMENTS: Contact the Contractor for availability.

12. FOB POINT: Destination.

13a. ORDERING ADDRESS:

Herndon, Virginia 20170

13b. ORDERING PROCEDURES:

Ordering activities shall use the ordering procedures described in Federal Acquisition Regulation 8.405-3 when placing an order or establishing a BPA for supplies or services. The ordering procedures, information on Blanket Purchase Agreements (BPA’s) and a sample BPA can be found at the GSA/FSS Schedule Homepage (fss.gsa.gov/schedules).

14. PAYMENT ADDRESS:

Herndon, Virginia 20170

15. WARRANTY PROVISION: The Contractor’s standard commercial warranty as stated in the contract’s commercial price list will apply to this contract.

16. EXPORT PACKING CHARGES: Not Applicable.

17. TERMS AND CONDITIONS OF GOVERNMENT PURCHASE CARD ACCEPTANCE:

Accepted at or below the micro-purchase level.

18. TERMS AND CONDITIONS OF RENTAL, MAINTENANCE, AND REPAIR (IF APPLICABLE):

Not Applicable.

19. TERMS AND CONDITIONS OF INSTALLATION (IF APPLICABLE): Not Applicable.

20. TERMS AND CONDITIONS OF REPAIR PARTS INDICATING DATE OF PARTS PRICE LISTS

AND ANY DISCOUNTS FROM LIST PRICES (IF AVAILABLE): Not Applicable.

20a. TERMS AND CONDITIONS FOR ANY OTHER SERVICES (IF APPLICABLE): Not Applicable.

21. LIST OF SERVICE AND DISTRIBUTION POINTS (IF APPLICABLE): Not Applicable.

22. LIST OF PARTICIPATING DEALERS (IF APPLICABLE): Not Applicable.

23. PREVENTIVE MAINTENANCE (IF APPLICABLE): Not Applicable.

24a. SPECIAL ATTRIBUTES SUCH AS ENVIRONMENTAL ATTRIBUTES (e.g., recycled content, energy efficiency, and/or reduced pollutants): Not Applicable.

24b. Section 508 Compliance for Electronic and Information Technology (EIT): Section 508 compliance information on the supplies and services in this contract are available at the following website address (URL): https://www.deque.com/section-508-compliance/.

The EIT standard can be found at: www.Section508.gov/.

25. DUNS NUMBER: 011-475-105 CAGE CODE: 1WFT4

26. NOTIFICATION REGARDING REGISTRATION IN SYSTEM FOR AWARD MANAGEMENT

(SAM) DATABASE: Contractor has an Active Registration in the SAM database.

https://www.deque.com/section-508-compliance/ http://www.section508.gov/

TERMS AND CONDITIONS FOR ALL IT CONTRACTORS

1. Organizational Conflicts of Interest

a) Definitions

1) “Contractor” means the person, firm, unincorporated association, joint venture, partnership, or corporation that is a party to this contract.

2) “Contractor and its affiliates” and “Contractor or its affiliates” refer to the Contractor, its chief executives, directors, officers, subsidiaries, affiliates, subcontractors at any tier, and consultants and any joint venture involving the Contractor, any entity into or with which the Contractor subsequently merge or affiliates, or any other successor or assignee of the Contractor.

3) An “Organizational conflict of interest” exists when the nature of the work to be performed under a proposed ordering activity contract, without some restriction on ordering activities by the Contractor and its affiliates, may either (i) result in an unfair competitive advantage to the Contractor or its affiliates or (ii) impair the Contractor’s or its affiliates’ objectivity in performing contract work.

b) To avoid an organizational or financial conflict of interest and to avoid prejudicing the best interests of the ordering activity, ordering activities may place restrictions on the Contractors, its affiliates, chief executives, directors, subsidiaries, and subcontractors at any tier when placing orders against schedule contracts. Such restrictions shall be consistent with FAR 9.505 and shall be designed to avoid, neutralize, or mitigate organizational conflicts of interest that might otherwise exist in situations related to individual orders placed against the schedule contract. Examples of situations, which may require restrictions, are provided in FAR 9.508.

2. Services Performed

a) All services performed by the Contractor under the terms of this contract shall be as an independent Contractor, and not as an agent or employee of the ordering activity.

b) The Contractor shall commence performance of services on the date agreed to by the Contractor and the ordering activity.

c) The Contractor agrees to render services only during normal working hours, unless otherwise agreed to by the Contractor and the ordering activity.

3. Travel. Any Contractor travel required in the performance of services must comply with the Pub.

L. 99-234 and FAR Part 31.205-46, as applicable, in effect on the date(s) the travel is performed.

Established Federal Government per diem rates will apply to all Contractor travel.

4. Warranty

a) Unless specified otherwise in this contract, the Contractor’s standard commercial warranty as stated in the contract’s commercial pricelist will apply to this contract.

b) The Contractor’s commercial guarantee/warranty shall be included in the Commercial Supplier Agreement to include Enterprise User License Agreements or Terms of Service (TOS) agreements, if applicable.

c) Except as otherwise provided by an express or implied warranty, the Contractor will not be liable to the ordering activity for consequential damages resulting from any defect or deficiencies in accepted items.

d) NOTWITHSTANDING THE FOREGOING, THE CONTRACTOR MAKES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, WARRANTIES

WHICH ARISE THROUGH COURSE OF DEALING OR USAGE OF TRADE, OR

WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

5. Contractor Tasks / Special Requirements

a) Security Clearances: The Contractor may be required to obtain/possess varying levels of security clearances in the performance of orders issued under this contract. All costs associated with obtaining/possessing such security clearances should be factored into the price offered under this Multiple Award Schedule.

b) Travel: The Contractor may be required to travel in performance of orders issued under this contract. Allowable travel and per diem charges are governed by Pub. L. 99-234 and FAR Part 31 and are reimbursable by the ordering agency or can be priced as a fixed price item on orders placed under this contract. Travel in performance of a task order will only be reimbursable to the extent authorized by the ordering agency. The Industrial Funding Fee does NOT apply to travel and per diem charges.

c) Certifications, Licenses and Accreditations: As a commercial practice, the Contractor may be required to obtain/possess any variety of certifications, licenses and accreditations for specific FSC/service code classifications offered. All costs associated with obtaining/possessing such certifications, licenses and accreditations should be factored into the price offered under the Multiple Award Schedule program.

d) Insurance: As a commercial practice, the Contractor may be required to obtain/possess insurance coverage for specific FSC/service code classifications offered. All costs associated with obtaining/possessing such insurance should be factored into the price offered under the Multiple Award Schedule program.

e) Personnel: As a commercial practice, the Contractor may be required to provide key personnel, resumes or skill category descriptions in the performance of orders issued under this contract.

Ordering activities may require agency approval of additions or replacements of key personnel.

f) Organizational Conflicts of Interest: Where there may be an organizational conflict of interest as determined by the ordering agency, the Contractor’s participation in such order may be restricted in accordance with FAR Part 9.5.

g) Documentation/Standards: The Contractor may be requested to provide products or services in accordance with rules, regulations, OMB orders, standards and documentation as specified by the agency’s order.

h) Data/Deliverable Requirement: Any required data/deliverables at the ordering level will be as specified or negotiated in the agency’s order.

i) Government-Furnished Property: As specified by the agency’s order, the Government may provide property, equipment, materials, or resources as necessary.

j) Availability of Funds: Many Government agencies’ operating funds are appropriated for a specific fiscal year. Funds may not be presently available for any orders placed under the contract or any option year. The Government’s obligation on orders placed under this contract is contingent upon the availability of appropriated funds from which payment for ordering purposes can be made. No legal liability on the part of the Government for any payment may arise until funds are available to the ordering Contracting Officer.

TERMS AND CONDITIONS APPLICABLE TO SOFTWARE LICENSES

(SPECIAL ITEM NUMBER 511210)

1. Technical Support. Without additional charge to the ordering activity, shall provide a technical support number for the purpose of providing user assistance and guidance in the implementation of the software. Ordering activities may contact the Contractor via telephone: (703) 225-0380 ext.

281 or e-mail: helpdesk@deque.com. The technical support number is available during normal business hours of operation on Monday – Friday from 8:00 A.M. (ET) to 5:00 P.M. (ET).

2. Descriptions and Equipment Compatibility. See Contractor’s Authorized Price List for a complete description of each software product including the operating systems on which the software can be used. Also included shall be a brief, introductory explanation of the modules and documentation which are offered.

3. Right-to-Copy Pricing. Right-to-copy licenses are not offered under this contract.

4. Utilization Limitations

a) Software acquisition is limited to commercial computer software defined in FAR Part 2.101.

b) When acquired by the ordering activity, commercial computer software and related documentation so legend shall be subject to the following:

(i) Title to and ownership of the software and documentation shall remain with the Contractor, unless otherwise specified.

(ii) Software licenses are by site and by ordering activity. An ordering activity is defined as a cabinet level or independent ordering activity. The software may be used by any subdivision of the ordering activity (service, bureau, division, command, etc.) that has access to the site the software is placed at, even if the subdivision did not participate in the acquisition of the software. Further, the software may be used on some sharing basis where multiple agencies have joint projects that can be satisfied using the software placed at one ordering activity’s site. This would allow other agencies access to one ordering activity’s database. For ordering activity public domain databases, user agencies and third parties may use the computer program to enter, retrieve, analyze and present data. The user ordering activity will take appropriate action by instruction, agreement, or otherwise, to protect the Contractor’s proprietary property with any third parties that are permitted access to the computer programs and documentation in connection with the user ordering activity’s permitted use of the computer programs and documentation. For purposes of this section, all such permitted third parties shall be deemed agents of the user ordering activity.

(iii) Except as provided herein, the ordering activity shall not provide or otherwise make available the software or documentation, or any portion thereof, in any form, to any third party without the prior written approval of the Contractor. Third parties do not include prime Contractors, subcontractors and agents of the ordering activity who have the ordering activity’s permission to use the licensed software and documentation at the facility, and who have agreed to use the licensed software and documentation only in accordance with these restrictions. This provision does not limit the right of the ordering activity to use software, documentation, or information therein, which the ordering activity may already have or obtains without restrictions.

(iv) “Commercial Computer Software” may be marked with the Contractor’s standard commercial restricted rights legend, but the schedule contract and schedule pricelist, including this clause, “Utilization Limitations” are the only governing terms and conditions, and shall take precedence and supersede any different or additional terms and conditions included in the standard commercial legend.

mailto:helpdesk@deque.com

5. Term Licenses

a) The word "Term" is defined as "a limited period of time”. Term licenses have a limited duration and are not owned in perpetuity. The Ordering activity’s authorized users will lose the right to use these licenses upon the end of the term period.

b) Ordering activities may not convert term licenses to perpetual licenses under this contract.

c) Ordering activities should notify the Contractor in writing thirty (30) calendar days prior to the expiration of an order if the term license is to be terminated at that time. Orders for the continuation of term licenses will be required if the term license is to be continued during the subsequent period.

d) Cross-Year Funding Within Contract Period. Where an ordering activity’s specific appropriation authority provides for funds in-excess-of a 12-month (fiscal year) period, the ordering activity may place an order under this schedule contract for a period up to the expiration of the contract period, notwithstanding the intervening fiscal years.

6. Software Maintenance. Software maintenance as a product includes the publishing of bug/defect fixes via patches and updates/upgrades in function and technology to maintain the operability and usability of the software product. It may also include other no charge support that is included in the purchase price of the product in the commercial marketplace. No charge support includes items such as user blogs, discussion forums, online help libraries and FAQs (Frequently Asked Questions), hosted chat rooms, and limited telephone, email and/or web-based general technical support for users’ self-diagnostics. Software Maintenance as a product is billed at the time of purchase. Software maintenance as a product does NOT include the creation, design, implementation, integration, etc. of a software package. These examples are considered software maintenance as a service. Software maintenance as a product is billed at the time of purchase.

Notwithstanding the foregoing, Contractor will provide software services, including start-up services and support and maintenance services, in accordance with Exhibit A to the Contractor’s EULA.

7. End User License Agreement (EULA). The Contractor’s EULA is set forth below and is incorporated herein by this reference.

TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT)

PROFESSIONAL SERVICES (SPECIAL ITEM NUMBER 54151S)

1. Scope

a) The prices, terms and conditions stated under this SIN apply exclusively to IT Professional Services within the scope of this Multiple Award Schedule (MAS).

b) The Contractor shall provide services at the Contractor’s facility and/or at the ordering activity location, as agreed to by the Contractor and the ordering activity.

2. Performance Incentives

a) Performance incentives may be agreed upon between the Contractor and the ordering activity on individual fixed price orders under this contract in accordance with this clause.

b) The ordering activity must establish a maximum performance incentive price for these services and/or total solutions on individual orders.

c) Incentives should be designed to relate results achieved by the Contractor to specified targets.

To the maximum extent practicable, ordering activities shall consider establishing incentives where performance is critical to the ordering activity’s mission and incentives are likely to motivate the Contractor. Incentives shall be based on objectively measurable tasks.

3. Order

a) Agencies may use written orders, EDI orders, blanket purchase agreements, individual purchase orders, or task orders for ordering professional services under this contract. Blanket Purchase Agreements shall not extend beyond the end of the contract period; all services and delivery shall be made, and the contract terms and conditions shall continue in effect until the completion of the order. Orders for tasks which extend beyond the fiscal year for which funds are available shall include FAR 52.232-19 (Deviation – May 2003) Availability of Funds for the Next Fiscal Year clause.

b) All task orders are subject to the terms and conditions of the contract. In the event of conflict between a task order and the contract, the contract will take precedence.

4. Ordering Procedures for Competitive Acquisitions

a) When ordering services, ordering activities shall–

1) Prepare a Request (Invitation for Bid, Request for Information, Request for Proposal, Request for Quotation, or other communication tool) that includes, but is not limited to, the following:

i. A statement of work that outlines, at a minimum, the work to be performed, location of work, period of performance, deliverable schedule, applicable standards, and any special requirements (i.e., security clearances, travel, special knowledge, etc.) should be prepared.

ii. The request should include the statement of work and request the contractor to submit a firm-fixed price to provide the services outlined in the statement of work.

The firm-fixed price shall be based on the rates in the schedule contract. Any Contractor travel required in the performance of services must comply with the Pub. L. 99-234 and FAR Part 31.205-46, as applicable, in effect on the date(s) the travel is performed. Established Federal Government per diem rates will apply to all Contractor travel.

iii. The request shall notify the contractors what basis will be used for selecting the contractor to receive the order. The notice shall include the basis for determining whether the contractors are technically qualified and provide an explanation regarding the intended use of any experience and/or past performance information in determining technical qualification of responses. Requests should be tailored to the minimum level necessary for adequate evaluation and selection for order placement. Ordering activities should strive to minimize the contractor’s costs associated with responding to requests. Oral presentations should be considered, when possible.

5. Stop-Work Order (FAR 52.242-15) (AUG 1989)

a) The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either-

1) Cancel the stop-work order; or

2) Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the Government, clause of this contract.

b) If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in writing, accordingly, if-

1) The stop-work order results in an increase in the time required for, or in the Contractor’s cost properly allocable to, the performance of any part of this contract; and

2) The Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided, that, if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon the claim submitted at any time before final payment under this contract.

c) If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement.

d) If a stop-work order is not canceled and the work covered by the order is terminated for default, the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order.

6. Inspection of Services. In accordance with FAR 52.212-4 Contract Terms and Conditions –

Commercial Items (Jan 2017) (Deviation – Feb 2007) (Deviation – 2018) and FAR 52.246-4 Inspection of Services – Fixed Price (Aug 1996) for fixed priced orders.

7. Responsibilities of the Contractor. The Contractor shall comply with all laws, ordinances, and regulations (Federal, State, City, or otherwise) covering work of this character. If the end-product of a task order is software, then FAR 52.227-14 Rights in Data – General, may apply.

8. Responsibilities of the Ordering Activity. Subject to security regulations, the ordering activity shall permit Contractor access to all facilities necessary to perform the requisite IT Services.

9. Invoices. The Contractor, upon completion of the work ordered, shall submit invoices for IT

Professional Services. Progress payments may be authorized by the ordering activity on individual orders if appropriate. Progress payments shall be based upon completion of defined milestones or interim products. Invoices shall be submitted monthly for recurring services performed during the preceding month.

10. Payments. For firm-fixed price orders the ordering activity shall pay the Contractor, upon submission of proper invoices or vouchers, the prices stipulated in this contract for service rendered and accepted. Progress payments shall be made only when authorized by the order.

11. Resumes. Resumes shall be provided to the GSA Contracting Officer or the user ordering activity upon request.

12. Incidental Support Costs. Incidental support costs are available outside the scope of this contract. The costs will be negotiated separately with the ordering activity in accordance with the guidelines set forth in the FAR.

13. Approval of Subcontracts. The ordering activity may require that the Contractor receive, from the ordering activity’s Contracting Officer, written consent before placing any subcontract for furnishing any of the work called for in a task order.

14. Commercial Supplier Agreement (CSA). The Contractor’s CSA is set forth below and is

TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT)

TRAINING (SPECIAL ITEM NUMBER 611420)

1. Cancellation and Rescheduling

a) The ordering activity will notify the Contractor at least seventy-two (72) hours before the scheduled training date if a student will be unable to attend. The Contractor will then permit the ordering activity to either cancel the order or reschedule the training at no additional charge. In the event the training class is rescheduled, the ordering activity will modify its original training order to specify the time and date of the rescheduled training class.

b) In the event the ordering activity fails to cancel or reschedule a training course within the time frame specified above, the ordering activity will be liable for the contracted dollar amount of the training course. The Contractor agrees to permit the ordering activity to reschedule a user who fails to attend a training class within ninety (90) days from the original course date, at no additional charge.

c) The ordering activity reserves the right to substitute one student for another up to the first day of the class.

d) In the event the Contractor is unable to conduct training on the date agreed to by the Contractor and the ordering activity, the Contractor must notify the ordering activity at least seventy-two

(72) hours before the scheduled training date.

2. Format and Content of Training

a) **If applicable** The Contractor shall provide written materials (i.e., manuals, handbooks, texts, etc.) normally provided with course offerings, printed, and copied two-sided on paper containing 30% postconsumer materials (fiber).

b) **If applicable** For hands-on training courses, there must be a one-to-one assignment of IT content to students.

c) The Contractor shall provide each student with a Certificate of Training at the completion of each training course.

d) The Contractor shall provide the following information for each training course offered:

1) Course title

2) Brief description of the course content, to include the course format (e.g., lecture, discussion, hands-on training)

3) Length of the course

4) Mandatory and desirable prerequisites for user enrollment

5) Minimum and Maximum number of users per class

6) Locations where the course is offered

7) Class schedules

8) Price (per student, per class (if applicable))

e) For courses conducted at the ordering activity’s location, instructor travel charges (if applicable) including mileage and daily living expenses (e.g., per diem charges) are governed by Pub. L.

99-234 and FAR Part 31.205-46 and are reimbursable by the ordering activity on orders placed under the Multiple Award Schedule, as applicable, in effect on the date(s) the travel is performed. The Industrial Funding Fee does NOT apply to travel and per diem charges.

f) For Online Training Courses, a copy of all training material must be available for electronic download by the students.

3. Deque University. Deque Systems, Inc. offers several delivery options for training. Based upon project-specific requirements, geographical distribution of the student base, and the level of domain knowledge associated with accessibility compliance and initiatives, Deque Systems, Inc. will recommend specific delivery options and engagement-specific solutions that are most appropriate for your organization, including, but not limited to, on-site classroom or virtual instructor-led training.

For more information with respect to Deque University courses, please refer to https://dequeuniversity.com.

4. Commercial Supplier Agreement (CSA). The Contractor’s CSA is set forth below and is https://dequeuniversity.com/

CONTRACTOR’S PRICE LIST

SIN Product/Service Description Unit of Issue

GSA Price including IFF

511210 DQU-GOV-One- Course

Annual subscription to one Section 508 compliance course in Deque's on-demand, online University. Per person.

EA $42.17

511210 DQU-GOV-Full-Curr Annual subscription to the Section 508 compliance curriculum (Full Curriculum) in Deque's on-demand, online University. Per person.

EA $295.16

511210 DQU-GOV-Role-Web- Curr

Annual subscription to role-specific Section 508 compliance curriculum package (Web Accessibility) in Deque's on-demand, online University. Per person.

EA $140.55

511210 DQU-GOV-Role- Mobile-Curr

Annual subscription to role-specific Section 508 compliance curriculum package (Mobile App Accessibility Fundamentals) in Deque's on-demand, online University. Per person.

EA $140.55

511210 DQU-GOV-Role-Doc- Curr

Annual subscription to role-specific Section 508 compliance curriculum package (MS Office, PDF, and Document Accessibility Package) in Deque's on-demand, online University.

Per person.

EA $140.55

511210 DQU-GOV-Role-QA- Curr

Annual subscription to role-specific Section 508 compliance curriculum package (Accessibility QA Testing) in Deque's on-demand, online University.

Per person.

EA $93.70

511210 DQU-GOV-Role- Design-Curr

Annual subscription to role-specific Section 508 compliance curriculum package (Accessibility for Designers) in Deque's on-demand, online University.

Per person.

EA $93.70

511210 DQU-GOV-Cert Annual subscription to IAAP CPACC and WAS Certification preparation package for both exams in Deque's on-demand, online University. Per person.

EA $159.29

511210 Amaze-S508-Annual- Lic

Amaze for Section 508. Annual subscription includes maintenance and support. Single instance. Allows developed Amaze overlays to be deployed. A purchase of one of the Amaze overlay development options under SIN 54151S IT Professional Services is required.

EA $231,914.36

511210 WSCOMPLY-S508-

SaaS-Single-Instance

WorldSpace Comply for Section 508 Refresh. Annual subscription includes

EA $77,773.30

maintenance and support. SaaS. Single instance installation on standard AWS configuration. Limited to 30,000 pages scanned per month. Includes initial installation and default configuration on supported platforms.

511210 WSCOMPLY-S508-

SaaS-100K pages

WorldSpace Comply for Section 508 Refresh. SaaS. Annual subscription includes maintenance and support.

Single instance installation on standard AWS configuration. Limited to 100,000 pages scanned per month. Includes initial installation and default configuration on supported platforms.

EA $222,075.57

511210 Startup-WSATTEST-

HTML-S508

Start-up services for WorldSpace Attest HTML based on Section 508 refresh standards. Equips licensed users to begin using WorldSpace Attest HTML.

Includes account setup and two hours of web-based orientation.

EA $9,604.53

511210 Startup-WSATTEST-iOS-S508

Start-up services for WorldSpace Attest iOS based on Section 508 refresh standards. Equips licensed users to begin using WorldSpace Attest iOS.

Includes account setup and two hours of web-based orientation.

EA $9,604.53

511210 Startup-WSATTEST- Android-S508

Start-up services for WorldSpace Attest Android based on Section 508 refresh standards. Equips licensed users to begin using WorldSpace Attest Android. Includes account setup and two hours of web-based orientation.

EA $9,604.53

511210 WSATTEST-S508-10 WorldSpace Attest for Section 508.

Available platforms include HTML, iOS and Android. Annual subscription includes maintenance and support. 10-user license for Testers and Subject Matter Experts. Integrates with automation test frameworks and CI servers.

EA $29,750.63

511210 WSASSURE-S508-

SaaS-10

WorldSpace Assure for Section 508.

SaaS. Annual subscription includes maintenance and support. 10-user license for Testers and Subject Matter Experts. Includes initial installation and default configuration on supported platforms using AWS cloud.

EA $44,508.82

511210 WSASSURE-S508-

OnPrem-10

WorldSpace Assure for Section 508.

On-premise. Annual subscription includes maintenance and support. 10-user license for Testers and Subject Matter Experts. Includes initial

EA $52,942.07

installation and default configuration on supported platforms.

511210 Setup-WSCOMPLY- RaaS-S508

Initial setup of WorldSpace Comply, Report-as-a-Service. Configuration and initial report based on scanning of website critical pages and flows (not to exceed 200 pages or 10 critical transactional flows).

EA $37,481.11

511210 WSCOMPLY-RaaS- S508

WorldSpace Comply, Report-as-a- Service (RaaS), based on Section 508 refresh standards. Deque will perform monthly accessibility scans and will report on website critical pages and flows (not to exceed 200 pages or 10 critical transactional flows). Purchase of "Setup-WSCOMPLY-RaaS-S508” is required.

EA $14,758.19

511210 Custom Dashboard-

WSCOMPLY-S508

Custom implementation for a WorldSpace Comply Dashboard that will document program status and accomplishments based on Section 508 standards. Provides the Section 508 PMO with valuable tools to monitor program progress and support accessibility awareness and adoption.

EA $23,659.95

511210 Custom Dashboard-

WSATTEST-S508

Custom implementation for a WorldSpace Attest Dashboard that will document program status and accomplishments based on Section 508 standards. Provides the Section 508 PMO with valuable tools to monitor program progress and support accessibility awareness and adoption.

EA $46,851.39

511210 Custom Dashboard-

WSASSURE-S508-TT

Custom implementation for a WorldSpace Assure Dashboard that will document program status and accomplishments based on Section 508 and Deque’s Trusted Tester standards. Provides the Section 508 PMO with valuable tools to monitor program progress and support accessibility awareness and adoption.

EA $23,659.95

54151S Section 508 and Trusted Tester PDF Remediation of a simple complexity page

Section 508 and Trusted Tester remediation of PDF page or form with WorldSpace Assure for increased efficiency. Simple complexity forms may include but are not limited to the following: Text, Images, Tables, Headers, Footers, Columns, URLs, and Lists.

Task $31.04

54151S Section 508 and Trusted Tester PDF

Section 508 and Trusted Tester remediation of a PDF page or form with

Task $34.92

Remediation of a medium complexity page

WorldSpace Assure for increased efficiency. Medium complexity forms may include but are not limited to the following: Text, Images, Tables, Headers, Footers, Columns, URLs, and Lists; and further, may also include complex items such as Tables, Graphs/Charts, and Equations.

54151S Section 508 and Trusted Tester PDF Remediation of a complex complexity page

Section 508 and Trusted Tester remediation of PDF page or form with WorldSpace Assure for increased efficiency. Complex pages may include but are not limited to the following:

Tables, Graphs/Charts, Equations, and Media.

Task $42.68

54151S Section 508 and Trusted Tester PDF Testing of a page or form

Section 508 and Trusted Tester testing of PDF page or form with WorldSpace Assure for increased efficiency.

Complex forms may include but are not limited to the following: Tables, Graphs/Charts, Equations, and Media.

Task $38.80

54151S Section 508 and Trusted Tester testing of a screen view for websites, web applications and digital services per page

Section 508 and Trusted Tester testing of screen view by a Section 508 Subject Matter Expert.

Task $1,144.60

54151S Section 508 and Trusted Tester remediation of a screen view for websites, web applications and digital services

Section 508 and Trusted Tester remediation of screen view by a Section 508 Senior Subject Matter Expert.

Task $1,406.50

54151S Amaze Overlays for a simple complexity web page

Amaze Overlay development for Section 508 compliance for a simple complexity web page. Tasks will be performed by Developers, Subject Matter Experts, and Project Managers.

Tasks include: (i) assess webpage to find accessibility issues; (ii) document and understand accessibility issues and expected behaviors; (iii) research potential fixes; (iv) code, unit test, and promote fixes; and (v) re-assess webpage after fixes are applied in order to validate results. The scope and duration of each task varies by page complexity. These pages primarily contain text content with very few images. An example would be a ‘Terms of Use’ page, however, if page headers

Task $14,550.00 and/or footers are used, the complexity will increase. Few web pages fit this category.

54151S Amaze Overlays for a medium complexity webpage

Amaze Overlay development for Section 508 compliance for a medium complexity webpage. Tasks will be performed by Developers, Subject Matter Experts, and Project Managers.

Tasks include: (i) assess webpage to find accessibility issues; (ii) document and understand accessibility issues and expected behaviors; (iii) research potential fixes; (iv) code, unit test, and promote fixes; and (v) re-assess webpage after fixes are applied in order to validate results. The scope and duration of each task varies by page complexity. The page may contain simple complexity content as well as forms and images that initiate action.

Task $16,490.00

54151S Amaze Overlays for a complex complexity webpage

Amaze Overlay development for Section 508 compliance for a complex complexity web page. Tasks will be performed by Developers, Subject Matter Experts, and Project Managers.

Tasks include: (i) assess webpage to find accessibility issues; (ii) document and understand accessibility issues and expected behaviors; (iii) research potential fixes; (iv) code, unit test, and promote fixes; and (v) re-assess webpage after fixes are applied in order to validate results. The scope and duration of each task varies by page complexity. These pages may contain medium complexity content as well as large forms, embedded content, complex tables, several actionable controls, maps, etc.

Task $19,400.00

611420 All instructor-led onsite training

Section 508 instructor-led onsite training, per course up to 25 students.

T&E not included. Per day rate quoted.

per course per day

$11,602.02

END USER LICENSE AGREEMENT

This End User License Agreement (“Agreement”) is between the Government Customer, as defined below, having its principal place of business at the address contained in the Order Form attached hereto as Exhibit

A, and the GSA Multiple Award Schedule (MAS) Contractor, Deque Systems, Inc. (“Deque”) with its principal place of business at 381 Elden Street, Suite 2000, Herndon, VA 20170, USA. This Agreement governs the Customer’s use of the Commercial Computer Software and associated Commercial Computer

Software Services and the Documentation made available for use with such Commercial Computer

Software. “You”, “Customer”, “Government Customer” or “Licensee” mean the Government Customer

(Agency) who, under the GSA MAS Program, is the “Ordering Activity,” as defined below.

RECITALS

WHEREAS, Deque is an expert in the field of accessibility Commercial Computer Software and services;

WHEREAS, Deque provides such accessibility Commercial Computer Software and services to its customers;

WHEREAS, Licensee desires to license such accessibility Commercial Computer Software and services from Deque; and

WHEREAS, Deque desires to provide such accessibility Commercial Computer Software and services to

Licensee under the terms and conditions of this Agreement and the Order Form.

NOW, THEREFORE, in consideration of the mutual covenants and representations contained herein, the parties hereby agree as follows:

1. DEFINITIONS.

1.1 “Applicable Laws” means all United States federal, state, and local laws, statutes, regulations, rules, executive orders, supervisory requirements, directives, interpretive letters, and other official releases of any US Governmental Authority, in each case as amended, consolidated, supplemented, or replaced from time to time.

1.2 “Contracting Officer” means the United States Government contracting officer.

1.3 “Deque University” means the Deque on-line learning management system modules listed on the Order Form.

1.4 “Domain” means an Internet domain, i.e., all addressable URLs having the same letters and numbers to the left of the period adjacent to the top-level domain and after any period that precedes the period adjacent to the top-level domain which are owned by Licensee and which ownership can be verified by internet tools (ex. “WHOIS”). For example, (a) “domainname.com” and “domainname.net” are separate Domains and (b) “domainname.com” and “mail.domainname.com” are parts of the same Domain.

1.5 “Governmental Authority” means any US federal, state, and local government, quasi-governmental, judicial, public, or statutory instrumentality, authority, body, agency, bureau. or entity with authority to bind Licensee or Deque at law.

1.6 “FAR” means the Federal Acquisition Regulation.

1.7 “GSAR” means the General Services Administration Acquisition Regulation.

1.8 “Licensee Data” means data, information or material uploaded or routed to the

Commercial Computer Software, transmitted using the Commercial Computer Software or otherwise provided to Deque in any medium by Licensee or third parties, together with any derivative works made therefrom. Licensee Data does not include Restricted Data.

1.9 “MAS Contract” means the Multiple Award Schedule Solicitation 47QSMD20R0001 and the Information Technology Code F Category Attachment thereto.

1.10 “Open Source Commercial Computer Software” means any Commercial Computer

Software, documentation or other material that contains, or is derived (in whole or in part) from, any

Commercial Computer Software, documentation or other material that is distributed as free Commercial

Computer Software, open source Commercial Computer Software (e.g., Linux) or similar licensing or distribution models, including, but not limited to Commercial Computer Software, documentation or other material licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (i) GNU’s General Public License (GPL), Lesser/Library

GPL (LGPL), or Free Documentation License, (ii) The Artistic License (e.g., PERL), (iii) the Mozilla Public

License, (iv) the Netscape Public License, (v) the Sun Community Source License (SCSL), (vi) the Sun

Industry Standards License (SISL), (vii) the BSD License and (viii) the Apache License.

1.11 “Order Form” means the ordering document attached hereto as Exhibit A and Exhibit A-1 that describes the Commercial Computer Software and Start-Up Services and specifies restrictions on the use of the Commercial Computer Software and the fees therefore. The term “Order Form” shall include any subsequent ordering document for Commercial Computer Software signed by the parties specifically referencing this Agreement.

1.12 “Ordering Activity” means an “entity authorized to order under GSA Schedule Contracts” as defined in Government Order OGP 4800.2l (“GSA Order”), as such order may be revised from time to time.

1.13 “Commercial Computer Commercial Computer Software and Documentation” means specific Commercial Computer Software products and associated documentation for the

Commercial Computer Commercial Computer Software listed on the Order Form that are licensed to

Licensee by Deque hereunder.

1.14 “Commercial Computer Software Services” means Hosting, Start-Up Services and

Support and Maintenance Services directly related to the use of the Commercial Computer Software licensed hereunder.

1.15 “Start-Up Services” means the implementation, configuration and training services contained in Exhibit A-1 hereunder and provided by Deque to assist Licensee in the setup and use of the

Commercial Computer Software.

1.16 “Support and Maintenance Services” means the services included with the subscription

Commercial Computer Software and described on Exhibit A.

1.17 “Users” means employees, contractors, outsourcers, representatives, agents and consultants of Licensee and its’ Affiliates who are authorized by Licensee to use the Commercial Computer

Software under this Agreement and have been supplied user identifications and passwords by Licensee or by Deque at Licensee’s request.

2. LICENSE GRANT

2.1 Deque Responsibilities. During the Term of this Agreement, Deque agrees to license, maintain, and support the Commercial Computer Software and make them available to Licensee via the

Internet or other data transmission system, pursuant to the terms and conditions of this Agreement and the applicable Order Form. Deque also agrees to host the Commercial Computer Software if requested by

Licensee.

2.2 Grant of License and Access. Deque grants to Licensee and its authorized Users, the non-exclusive, non-refundable, non-transferable right to install and use the Commercial Computer Software as expressly stated in the Order Form on Licensee owned Domains only. Licensee and its authorized

Users may access and use the Commercial Computer Software during the Term solely for Licensee’s internal business purposes only. The Commercial Computer Software is licensed by Deque, not sold.

Deque reserves to itself all rights in the Commercial Computer Software that are not expressly granted by this Agreement. Licensee obtains no right, title, or interest in the Commercial Computer Software or any of the associated materials, or any right, title, or interest to any intellectual property rights in the Commercial

Computer Software, other than as expressly set forth in this Agreement. Title in, and full ownership of, the

Commercial Computer Software and all materials relating to the Commercial Computer Software and supplied to Licensee by Deque shall remain in Deque.

2.3 Copy and Use Restrictions

(a) Licensee may copy the Commercial Computer Software as reasonably necessary for backup, archival or disaster recovery purposes. Licensee may reproduce printed

Documentation in its entirety for internal use only.

(b) Licensee may not, and may not allow any third party to:

i. Copy any Commercial Computer Software except to make a backup that is never used in production when the primary copy of the Commercial Computer Software is available to Licensee for use

ii. Decompile, disassemble, decrypt, or reverse engineer the Commercial Computer

Software or attempt to derive the source code for any part of the Commercial

Computer Software;

iii. Encumber any right in the Commercial Computer Software in favor of a third party, whether by agreement, operation of law, or otherwise;