MAS - Converus, Inc. - 47QTCA22D002D

GENERAL SERVICES ADMINISTRATION

Federal Supply Service Authorized Federal Supply Schedule 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 for GSAAdvantage!® is: GSAAdvantage.gov.

For more information on ordering from Federal Supply Schedules go to the GSA Schedules page at GSA.gov.

Multiple Award Schedule FSC/PSC Codes: 7A21, R425, R499, 7520, 0000

Contract number: 47QTCA22D002D Contract period: 12/10/2021 - 12/09/2026

Converus, Inc.

610 S. 850 E., Ste. 4 Lehi, UT 84043 USA

801-331-8840 (p) 385-455-8707 (f) www.converus.com

Contract Administrator

Todd Mickelsen tmickelsen@converus.com

Business Size: Small Business

Modification # PO-0005, Effective 5/5/2025 http://www.converus.com/

Customer Information

1a. Table of awarded special item number(s) with appropriate cross reference to item descriptions and awarded price(s).

SIN Item Descriptions and Pricing

339999E Page 5

511210 Page 5

541690 Page 6

611430TTS Page 11

OLM Determined at Task Order

1b. Identification of the lowest priced model number and lowest unit price for that model for each special item number awarded in the contract. This price is the Government price based on a unit of one, exclusive of any quantity/dollar volume, prompt payment, or any other concession affecting price. Those contracts that have unit prices based on the geographic location of the customer, should show the range of the lowest price, and cite the areas to which the prices apply.

SIN LCAT/Product/Course Name Price

339999E Physio Tracker V2 and Seat Pad to create an EyeDetect+ V2 Station $1,968.31

511210 EyeDetect Standard Licenses (quantity of 10,000 or More) $41.31 per test

541690 Technician Junior $60.25 per hour

611430TTS EyeDetect Standard Training (Public Class for Individuals) $143.58 per person

1c. If the Contractor is proposing hourly rates, a description of all corresponding commercial job titles, experience, functional responsibility and education for those types of employees or subcontractors who will perform services shall be provided. If hourly rates are not applicable, indicate “Not applicable” for this item.

For descriptions of all labor categories, please see page 6.

2. Maximum order.

SIN Maximum Order

339999E $250,000

511210 $500,000

541690 $1,000,000

611430TTS $250,000

3. Minimum order. $100

4. Geographic coverage (delivery area). Worldwide.

5. Point(s) of production (city, county, and State or foreign country).

Converus, Inc.

Lehi, UT 84043 USA

6. Discount from list prices or statement of net price. All prices shown are net with GSA discount and IFF included.

7. Quantity discounts.

For SIN 339999E, additional 1% discount from the approved GSA rate for a single task order at or exceeding $50,000 will be granted

8. Prompt payment terms. Net 30.

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

9. Foreign items (list items by country of origin). None.

10a. Time of delivery. 10 days ARO.

10b. Expedited Delivery. Please contact contractor for information about expedited delivery.

10c. Overnight and 2 day delivery. Please contact contractor for information about expedited delivery.

10d. Urgent Requirements. Please contact contractor for information about expedited delivery.

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

12a. Ordering address(es).

Converus, Inc.

Lehi, UT 84043 USA

12b. Ordering procedures: For supplies and services, the ordering procedures, information on Blanket Purchase

Agreements (BPA’s) are found in Federal Acquisition Regulation (FAR) 8.405-3.

13. Payment address(es).

Converus, Inc.

610 S. 850 E., Ste. 4 Lehi, UT 84043 USA

AR@converus.com

14. Warranty provision. Standard Commercial Warranty.

15. Export packing charges, if applicable. Negotiated at task order level.

16. Terms and conditions of rental, maintenance, and repair (if applicable). N/A.

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.

mailto:AR@converus.com

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 on Electronic and Information

Technology (EIT) supplies and services and show where full details can be found (e.g. contractor’s website or other location.) The EIT standards can be found at: www.Section508.gov/. N/A

23. Unique Entity Identifier (UEI) number. 831843177

24. Notification regarding registration in System for Award Management (SAM) database. Converus, Inc. maintains an active registration in the System for Award Management database.

http://www.section508.gov/

Product Pricing

SIN Part Number Product Name GSA Price w

IFF)

339999E UST0S3c EyeDetect Station V3 – Standard, Online Deployment $4,261.96

339999E UST0SL3c EyeDetect Station V3 – Secure, Offline Deployment $10,760.71

339999E UST0S4c EyeDetect Station V4 – Standard, Online Deployment $4,546.10

339999E UST0SL4c EyeDetect Station V4 – Secure, Offline Deployment $11,209.07

339999E PHYSTK2c Physio Tracker V2 and Seat Pad to create an EyeDetect+ V2 Station

$1,968.31

339999E UPGS4toSL4 Upgrade of Online to Offline EyeDetect Station V4 $6,904.79

511210 UST0LTRMc75 EyeDetect Bundle 75, 1-Year Term License for 75 Tests $4,171.28

511210 UST0LTRMc150 EyeDetect Bundle 150, 1-Year Term License for 150 Tests $7,925.44

511210 UST0LTRMc250 EyeDetect Bundle 250, 1-Year Term License for 250 Tests $12,513.85

511210 UST0LTRMc500 EyeDetect Bundle 500, 1-Year Term License for 500 Tests $23,637.28

511210 UST0LTRMc1000 EyeDetect Bundle 1,000, 1-Year Term License for 1,000 Tests $44,493.70

511210 UST0LTRMc1500 EyeDetect Bundle 1,500, 1-Year Term License for 1,500 Tests $57,471.03

511210 UST0LTRMc2000 EyeDetect Bundle 2,000, 1-Year Term License for 2,000 Tests $63,032.75

511210 UST0TRMcUNL EyeDetect Unlimited, 1-Year Term License on 1 Offline Station

ONLY

$69,521.41

511210 UST0Lc50-999 EyeDetect Standard Licenses (quantity of 50 to 999) $66.50

511210 UST0Lc1K-4999 EyeDetect Standard Licenses (quantity of 1,000 to 4,999) $57.43

511210 UST0Lc5K-9999 EyeDetect Standard Licenses (quantity of 5,000 to 9,999) $49.37

511210 UST0LcGT10000 EyeDetect Standard Licenses (quantity of 10,000 or More) $41.31

Service Pricing

SIN Labor Category Title GSA Price w IFF

Year 1 Year 2 Year 3 Year 4 Year 5

541690 Program/Project Manager Junior $100.11 $102.61 $105.18 $107.81 $110.50

541690 Program/Project Manager Senior $151.09 $154.87 $158.74 $162.71 $166.78

541690 Subject Matter Expert I $171.49 $175.77 $180.17 $184.67 $189.29

541690 Subject Matter Expert II $180.76 $185.27 $189.91 $194.65 $199.52

541690 Subject Matter Expert III $203.93 $209.03 $214.25 $219.61 $225.10

541690 Scientist $194.66 $199.53 $204.51 $209.63 $214.87

541690 Senior Scientist $231.74 $237.53 $243.47 $249.56 $255.80

541690 Software Engineer Junior $83.43 $85.51 $87.65 $89.84 $92.09

541690 Software Engineer Senior $139.04 $142.52 $146.08 $149.73 $153.48

541690 Onboarding Specialist I $64.89 $66.51 $68.17 $69.88 $71.62

541690 Onboarding Specialist II $78.79 $80.76 $82.78 $84.85 $86.97

541690 Technician Junior $60.25 $61.76 $63.30 $64.88 $66.51

541690 Technician Senior $88.06 $90.26 $92.52 $94.83 $97.20

Labor Category Descriptions

Program/Project Manager Junior

Provides consulting support on functions of program management. Assists program/project managers in developing program documentation, creating program schedules, tracking program status, evaluating operational and technical alternatives, performing risk assessment, and managing EyeDetect deployments, test development, lab studies or field trials.

Minimum Education Minimum Years of Experience

Bachelors 3

Program/Project Manager Senior

Coordinates and manages all aspects of an EyeDetect deployment, lab study or field trial. Takes responsibility for the performance of all contractor personnel, exercises decision authority to ensure quality deliverables, and ensures that proper resources are being applied to the project. Functions as the lead customer contact for reporting and is the day-to-day management interface with customers.

Bachelors 10

Subject Matter Expert I

Recognized, leading professional with specialized expertise in credibility assessment, lie detection protocols, EyeDetect lab studies and/or field trials and other project related fields. Provides high-level vision to Program/Project Manager, Subject Matter Expert II or III, and senior client leadership to influence the objectives of complex efforts. Capable of defining, leading, overseeing, conducting, assessing methodology, and evaluating findings of sophisticated assessments of complex problems in credibility assessment projects. May define, oversee, or evaluate the work of a project team, make recommendations for project plan or analysis, and deliver final reports and briefings.

Bachelors 2

Subject Matter Expert II

Recognized, leading professional with specialized expertise in credibility assessment, lie detection protocols, EyeDetect lab studies and/or field trials and other project related fields. Provides high-level vision to Program/Project Manager, Subject Matter Expert III, and senior client leadership to influence the objectives of complex efforts. Capable of defining, leading, overseeing, conducting, assessing methodology, and evaluating findings of sophisticated assessments of complex problems in credibility assessment projects. May define, oversee, or evaluate the work of a project team, make recommendations for project plan or analysis, and deliver final reports and briefings.

Masters 5

Subject Matter Expert III

Recognized senior professional with specialized experience in credibility assessment, lie detection protocols, EyeDetect lab studies and/or field trials and other related subject areas that are not universally accessible. Serves in an advisory role for programs and projects. Conducts sophisticated assessments of complex problems in their area of expertise, evaluating the work of the project team, making recommendations for the project plan or analysis, and providing inputs to final reports. Collaborates with working groups or personnel in highly complex, challenging efforts that are of high strategic importance to the customer.

PhD 8

Education to Experience Equivalency

Actual Education Required Education Additional Years of Experience Needed for Educational

Requirements Equivalent (Full Time)

Associates PhD 7

Scientist

Serves as an investigator and/or other research lead on credibility assessment lab studies and field trials, assuming primary responsibility for definition of the test protocol and for the design and implementation of the project activities. Tracks and assesses status of research tasks for projects. In the absence of a Senior Scientist on the project, takes the lead and/or supporting role in summarizing the research results in a written report or manuscript for internal use and/or publication in professional publications when applicable.

PhD 5

Senior Scientist

Serves as principal investigator and/or other senior research lead on credibility assessment lab studies and field trials, assuming primary responsibility for definition of the test protocol and for the design and implementation of the project activities. Tracks and assesses status of research tasks for projects. Takes the lead and/or supporting role in summarizing the research results in a written report or manuscript for internal use and/or publication in professional publications when applicable. Recognized nationally as having extensive content expertise, having authored and published various articles and being sought out by external agencies to serve on various scientific panels and committees or present at industry events.

PhD 8

Software Engineer Junior

Performs work involved in one or more of the phases of developing software used in products or services provided to external customers. Expertise includes performing software requirements definition, top-level architecture design, detailed software component design, interface design, database design, software coding in a modern programming language, integration, test, documentation, and delivery. Supports the generation of software documentation including software design and interface specifications, test plans and reports, version descriptions, and user’s manuals.

Software Engineer Senior

Leads and performs work involved in one or more of the phases of developing software used in products or services provided to external customers. Expertise includes performing and directing other Software Engineers in software requirements definition, top-level architecture design, detailed software component design, interface design, database design, software coding in a modern programming language, integration, test, documentation, and delivery. Supports the generation of software documentation including software design and interface specifications, test plans and reports, version descriptions, and user’s manuals.

Bachelors 7

Onboarding Specialist I

Supports and assists new customers during the initial setup and deployment of EyeDetect, including the identification of tests needed, design and creation of tests, translation of tests, deployment of tests and overall successful implementation of EyeDetect. Takes guidance and direction from an Onboarding Specialist II, especially when confronted with complex, unfamiliar onboarding tasks and issues.

Onboarding Specialist II

Schedules onboarding calls with new customers. Supports and assists new customers during the initial setup and deployment of EyeDetect, including the identification of tests needed, design and creation of tests, translation of tests, deployment of tests and overall successful implementation of EyeDetect. Delegates tasks and provides guidance to Onboarding Specialist I.

Bachelors 4

Technician Junior

Responsible for being the single point of contact to the customer for all technical questions and troubleshooting of product problems. Interacts with customers via email support, desktop support and telephone support to provide a high level of customer satisfaction. Works with software engineers to identify, resolve and deliver solutions to customers. Takes direction from and escalates complex issues to Senior Technicians.

Bachelors 1

Technician Senior

Responsible for being the single point of contact to the customer for all technical questions and troubleshooting of product problems. Interacts with customers via email support, desktop support and telephone support to provide a high level of customer satisfaction. Works with software engineers to identify, resolve and deliver solutions to customers. Takes responsibility for complex issues escalated from Junior Technicians. Identifies the most common recurring issues, creates knowledgebase articles, and posts them to the knowledgebase.

Bachelors 4

Training Pricing

SIN Labor Category Title Course Length

GSA Price w

IFF

Per Course or

Per Person

611430TTS

Complete EyeDetect Standard and Advanced Training

(Private Class for Customer) 3 Days $4,785.89 Per Course

611430TTS

Complete EyeDetect Standard and Advanced Training

(Public Class for Individuals) 3 Days $526.45 Per Person

611430TTS EyeDetect Standard Training (Private Class for Customer) 1 Day $1,435.77 Per Course

611430TTS EyeDetect Standard Training (Public Class for Individuals) 1 Day $143.58 Per Person

611430TTS EyeDetect Advanced Training (Private Class for Customer) 2 Days $3,350.13 Per Course

611430TTS EyeDetect Advanced Training (Public Class for Individuals) 2 Days $382.87 Per Person

Training Descriptions

Complete EyeDetect Standard and Advanced Training (Private Class for Customer)

Day 1 - Standard Training on Lie Detectors; Why People Pass and Fail Lie Detection Tests; Scoring Algorithm, Test Scores, Countermeasures; Test Proctor; Dashboard Administrator; EyeDetect Number Test; and EyeDetect Manager.

Day 2 - Advanced Training on Writing MCT and Audio MCT Tests; Examinee Suitability; Base Rates; and Successive Hurdles.

Day 3 - Advanced Training on Writing DLC Tests; Concordance between Polygraph and EyeDetect; Research Studies; and the Physio Tracker.

o Online certification exams for Test Proctor, Test Dashboard Administrator and Test Writing available.

o Remote, instructor-led training available via Microsoft Teams.

o Attendees pay travel expenses, if applicable.

o Client pays instructor travel expenses, if applicable (economy class airfare/hotel/food)..

Course Length Minimum Participants Maximum Participants

Contractor or Customer Facility

3 Days 1 12 Both

Complete EyeDetect Standard and Advanced Training (Public Class for Individuals)

Day 1 - Standard Training on Lie Detectors; Why People Pass and Fail Lie Detection Tests; Scoring Algorithm, Test Scores, Countermeasures; Test Proctor; Dashboard Administrator; EyeDetect Number Test; and EyeDetect Manager.

Day 2 - covers Advanced Training on Writing MCT and Audio MCT Tests; Examinee Suitability; Base Rates; and Successive Hurdles.

Day 3 - covers Advanced Training on Writing DLC Tests; Concordance between Polygraph and EyeDetect; Research Studies; and the Physio Tracker.

o Online certification exams for Test Proctor, Test Dashboard Administrator and Test Writing available.

o Remote instructor-led training available via Microsoft Teams.

o Client pays instructor travel expenses, if applicable (economy class airfare/hotel/food).

3 Days 1 12 Contractor Site

EyeDetect Standard Training (Private Class for Customer)

Course covers Standard Training on Lie Detectors; Why People Pass and Fail Lie Detection Tests; Scoring Algorithm, Test Scores, Countermeasures; Test Proctor; Dashboard Administrator; EyeDetect Number Test; and EyeDetect Manager.

o Online certification exams for Test Proctor and Test Dashboard Administrator available.

o Remote, instructor-led training available via Microsoft Teams.

1 Day 1 12 Both

EyeDetect Standard Training (Public Class for Individuals)

Course covers Standard Training on Lie Detectors; Why People Pass and Fail Lie Detection Tests; Scoring Algorithm, Test Scores, Countermeasures; Test Proctor; Dashboard Administrator; EyeDetect Number Test; and EyeDetect Manager.

o Online certification exams for Test Proctor and Test Dashboard Administrator available.

o Remote, instructor-led training available via Microsoft Teams.

1 Day 1 12 Contractor Site

EyeDetect Advanced Training (Private Class for Customer)

Course covers Advanced Training on Writing MCT, Audio MCT and DLC Tests; Examinee Suitability; Base Rates;

Successive Hurdles; Concordance between Polygraph and EyeDetect; Research Studies; and the Physio Tracker.

o Online certification exams for Test Writing available.

o Remote, instructor-led training available via Microsoft Teams.

2 Days 1 12 Both

EyeDetect Advanced Training (Public Class for Individuals)

Course covers Advanced Training on Writing MCT, Audio MCT and DLC Tests; Examinee Suitability; Base Rates;

Successive Hurdles; Concordance between Polygraph and EyeDetect; Research Studies; and the Physio Tracker.

o Online certification exams for Test Writing available.

o Remote instructor-led training available via Microsoft Teams.

2 Days 1 12 Contractor Site

USE OF CONVERUS® PRODUCTS AND SOFTWARE (DEFINED BELOW) PROVIDED BY CONVERUS, INC.

(“CONVERUS”) IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS (THE “EULA”). PLEASE READ THE EULA CAREFULLY BEFORE ACCESSING OR USING THE PRODUCTS OR SOFTWARE. IF YOU DO NOT AGREE TO

THE TERMS AND CONDITIONS OF THE EULA, DO NOT USE THE PRODUCTS OR SOFTWARE.

1. Products and Software.

1.1 Software License. Converus hereby grants

you a nonexclusive, worldwide, non-transferable, non-sublicensable, royalty-free license, during the Term (as defined in Section 8.1), to use the then-current version of the Software in connection with your use of the Converus hardware and other products you purchase from Converus or a Converus reseller (the “Products”) for your internal, non-commercial business purposes in full compliance with this Agreement and the Documentation (as defined in Section 1.6). As between you and Converus, Converus retains all right, title, and interest in and to the Software, including all IP Rights (as defined in Section 3.1). All rights not expressly granted to you are, as between the parties, reserved to Converus. The foregoing license includes Converus’ standard maintenance for the Software for 12 months from the date of your most recent purchase of a license key for the Software. Converus’ standard software maintenance consists solely of software fixes to correct material errors with the Software, plus such additional bug fixes, updates, enhancements, and other releases as Converus chooses to make generally available to its customers as a part of standard software maintenance. The term “Software” means the software and applications licensed to you by Converus under this EULA, regardless of whether provided for use on a standalone basis, embedded in or included with Products, or for integration and/or use with other equipment, hardware, software, or products, and including all Documentation (as defined in Section 1.6), bug fixes, updates, enhancements or other releases of any of the foregoing. For purposes of clarity, “Software” also includes any items owned or licensed by a party other than Converus, but that are sold, licensed, or provided by or through Converus under this EULA.

1.2 Technical Support. To report an error with

the Products or the Software or to receive technical support regarding the Products and/or the Software, you shall first contact the applicable reseller of the Products and Software. In the event such reseller is unable to resolve your technical support issue, Converus shall provide technical support to you as set forth herein. Technical support is limited to Converus using good faith efforts to answer questions about the Software and/or Products during Converus’ normal business hours and is not a substitute for product training or project support.

1.3 Use and Restrictions. You covenant to only

use the Products, Software, Converus Data (as defined in Section 1.6), and Customer Data (as defined in Section 1.6) in full compliance with this EULA and all applicable existing and future international, national, state, local, or other industry or governmental authority statutes, laws, rules, regulations, orders, codes, permits, authorizations, ordinances, and standards (“Applicable Law”). You may only use the Software

(a) in accordance with the number of license keys you have purchased from Converus, (b) in conjunction with the Products, and (c) at a workstation that has a Product installed (except for the use of the “Administrative Console” features of the

Software, which may be used on computers that do not have a Product installed). You may not use the Software to operate a service bureau, act as an application service provider or otherwise to benefit any third party. If you use the Software to conduct evaluations on any prospective, current or former employees or contractors, you agree to notify such individuals that such an evaluation is being conducted. You shall not:

(i) reverse engineer, decompile, disassemble, modify, create derivative works of, or publicly display the Software for any purpose; (ii) attempt to derive the source code from the object code for the Software; (iii) attempt to defeat any license key used to activate the Software; (iv) remove or alter any proprietary notice on the Software; or (v) use any files included with the Software in any other application, unless you have first obtained the necessary developer licenses from Converus. Your use of the Software is subject to audit by Converus to ensure compliance with this EULA.

1.4 Third-Party Hardware and Software. You

acknowledge that Converus purchases certain equipment and licenses certain software from third parties in connection with Converus’ provision of the Products and licensing of the Software to you.

1.5 Passwords; Security. You agree to carefully

safeguard all of your passwords. You are solely responsible for all activities that occur under your account. You agree to immediately notify Converus of any unauthorized use of your account or any other breach of security.

1.6 Functionality. You acknowledge that you

have had an opportunity to review the technical and user manuals and guides used in conjunction with the Products and Software (the “Documentation”), and you understand the functionality of the Products and Software and their uses in connection with your business. You assume full responsibility for the selection of the Software to support your business and achieve your intended results, as well as for the accuracy and completeness of (a) all Customer Data, and (b) all decisions made or actions taken based on the Customer Data or any content, data, measurements, results, or other information that arise out of, result from or are otherwise generated by your use of the Products or Software. As used in this EULA, the term “Customer Data” means all content, data, measurements, results, and other information that arise out of, result from, or are otherwise generated by your use of the Products or Software that: (a) can be used to identify, contact, or locate a natural person, including name, gender, birth date, address, telephone number, email address, social security number (or non-U.S.

equivalent), or driver’s license number; (b) contains profiles, identifiers, or demographic, biometric, or behavioral data that has the capacity to be linked to a specific person; or (c) is substantially equivalent to any of the foregoing. As used in this EULA, the term “Converus Data” means any and all content, data, measurements, results, or other information that is provided by Converus or arises out of, results from or is otherwise generated by your use of the Products or Software, excluding Customer Data.

1.7 Translations. Converus provides the Products

and the Software to you in the language specified in the Documentation. You may not translate the Products or the Software. You may request a translation of the Products and/or the Software into a language other than the language specified in the Documentation, which Converus may provide in its sole discretion. If Converus provides such a translation of any of the Products or the Software, you shall only use the translated version provided by Converus and shall have no right to further translate or otherwise modify such Products or Software.

1.8 Confidentiality. You acknowledge that the

Products, Software, Documentation, Audit Reports (as defined in Section 5.2) and all other information, data, documents, materials, works, and other content that are provided or used by Converus in connection with the Products or Software or otherwise comprise or relate to the Products or Software (excluding Customer Data) are the confidential information of Converus and are made available to you in strict confidence.

Neither you nor any other person or entity connected with you shall directly or indirectly, without the express written consent of Converus, disclose such confidential information to any third party. Converus recognizes that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C. 552, which may require that certain information be released, despite being characterized as “confidential” by the vendor.

2. Warranty and Updates.

2.1. Warranty. Converus warrants that for six months

from the delivery of any Products and for 90 days from the delivery of any license keys for any Software (as applicable, the “Warranty Period”), such Products and Software will conform to their respective Documentation in all material respects. If you deliver notice to Converus during the Warranty Period that the Products or Software do not conform to the foregoing warranty, Converus shall, at its expense and option, repair, modify, or replace the Products or Software with Products or Software that comply with the foregoing warranty or, shall refund you the amounts you paid for the applicable Products or Software.

2.2. Updates. Converus may communicate at its discretion

with the Products and software to determine whether there are any patches, bug fixes, updates, upgrades or other modifications to improve the Software. You agree to allow such communication and that Products and Software may automatically install any such updates without providing any further notice or receiving any additional consent. Typically, such updates will add additional functionality or improve stability. You understand and agree that Converus may modify or discontinue, temporarily or permanently, the Software (or any part thereof) with or without notice.

Converus shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance caused by any updates, except that in the event that Converus’ discontinuation or modification of the Product materially diminishes the functionality that you have contracted for, you shall be entitled to a pro rata refund for any fees paid not used.

3. Data.

3.1 Ownership and License of Customer Data.

You own all right, title, and interest in and to the Customer Data, including all IP Rights therein. As used in this EULA, the term “IP Rights” means intellectual property rights and protections throughout the world, whether currently or hereafter recognized, including all: (a) patents, patent applications, and statutory invention registrations (including any reissuances, reexaminations, divisions, continuations or continuations-in-part); (b) trade secret rights under Applicable Law, know-how, proprietary information, concepts, and techniques; (c) copyrights, software (including all source and object code, documentation, technical data, specifications, and designs and any changes, improvements, or modifications thereto or derivatives thereof), designs, and mask works; (d) rights in databases; (e) proprietary indicia, trademarks, service marks, trade names, trade dress, logos, and Internet domain names, together with all goodwill associated therewith; (f) moral rights, rights of privacy, rights of publicity, and similar rights; and

(g) any other proprietary rights and protections, including, in each case, all applications and registrations related thereto. You hereby grant to Converus a nonexclusive, worldwide, transferable, sublicensable (through multiple tiers), irrevocable, perpetual, royalty-free, fully paid-up license, during the Term and at all times thereafter, to use aggregated and anonymized Customer Data for its general business purposes..

3.2 Processing of Customer Data. If you provide

or otherwise make Customer Data accessible to Converus, you authorize and request that Converus access, use, store, transfer, and otherwise process, such Customer Data. Converus shall not use Customer Data for purposes other than those set forth in this EULA or as instructed by you. Converus will comply with the Converus Global Privacy Policy, which is attached hereto. You acknowledge and agree that the control of Customer Data shall at all times remain with you. You are responsible for compliance with your obligations as the controller of Customer Data under Applicable Law with respect to the processing of Customer Data and all other applicable data protection laws.

You represent and warrant that, at all times during the Term, you will instruct Converus to access, use, store, and otherwise process Customer Data only on your behalf and only in accordance with this EULA and Applicable Law.

3.3 Sensitive Personal Data. You may not

provide or otherwise make accessible to Converus any payment card information, data concerning an individual’s race or ethnic origin, nationality, political or religious beliefs, trade union membership, health or sexual life, or any other information or data that imposes specific security and/or other obligations on Converus under Applicable Law in connection with the processing of such data without Converus’ prior consent.

3.4 Authority and Consent. With respect to

Customer Data that you provide or otherwise make accessible to Converus, you represent and warrant that: (a) you have obtained all necessary authority to do so; and (b) you have obtained from the individuals concerned all necessary consents under Applicable Law to both the provision and transfer of such Customer Data to Converus and the processing of such data by

Converus for the purposes of performance of this EULA, Converus’ business purposes, and as otherwise set forth in this

EULA.

3.5 Ownership and License of Converus Data. As

between you and Converus, Converus owns all right, title, and interest in and to the Converus Data, including all IP Rights therein. If you are deemed to have any ownership interest in any Converus Data, then you shall assign, and hereby do assign, irrevocably and on a royalty-free basis, all of such ownership interest or other rights exclusively to Converus. You shall, at Converus’ reasonable request and expense, execute and deliver all documents necessary to effect or perfect such assignments.

Converus hereby grants you a nonexclusive, worldwide, non-transferable, non-sublicensable, royalty-free, fully paid-up license, during the life of the Products, to use the Converus Data for your internal, non-commercial business purposes.

4. Export Matters. The Software and underlying information or technology are subject to U.S. export control laws, including the International Economic Emergency Powers Act, the Export Administration Act, regulations issued pursuant to these laws, and certain regulations promulgated by the United States Department of Treasury Office of Foreign of Assets Controls, all as amended (the “Export Control Laws”).

You shall not download, export, re-export or otherwise transfer, directly or indirectly, the Software in violation of the Export Control Laws. By using the Software, you acknowledge that (a) you are responsible for obtaining any necessary U.S.

government authorization to ensure compliance with U.S.

Export Control Laws, and (b) you can contact the U.S.

Departments of Commerce and Treasury for guidance as to applicable licensing requirements and other restrictions.

5. Security. Converus has implemented and will maintain reasonable administrative, physical, and technical safeguards intended to protect Customer Data against accidental loss, destruction, or alteration or unauthorized disclosure or access. Such measures may include: (a) physical access controls and access controls on information systems, including secure user authentication protocols, secure access control methods, firewall protection, and malware protection;

(b) encryption of electronic information to the extent required by Applicable Law; (c) measures to protect against destruction, loss, or damage to Customer Data due to potential environmental hazards, such as fire and water damage, or technological failures; and (d) any other measures deemed reasonable and appropriate by Converus to protect such data.

5.1 Security Measures. Converus has

implemented and will maintain reasonable administrative, physical, and technical safeguards intended to protect Customer Data against accidental loss, destruction, or alteration or unauthorized disclosure or access. Such measures may include:

(a) physical access controls and access controls on information systems, including secure user authentication protocols, secure access control methods, firewall protection, and malware protection; (b) encryption of electronic information to the extent required by Applicable Law; (c) measures to protect against destruction, loss, or damage to Customer Data due to potential environmental hazards, such as fire and water damage, or technological failures; and (d) any other measures deemed reasonable and appropriate by Converus to protect such data.

5.2 Security Incidents. If Converus becomes

aware of any unlawful access to any Customer Data stored on Converus equipment or in Converus’ facilities, or unauthorized access to such equipment or facilities resulting in loss or unauthorized disclosure or alteration of Customer Data (each, a “Security Incident”), Converus will promptly, subject to any reasonable restrictions placed on Converus by any law enforcement agency in the process of conducting an investigation relating thereto: (a) notify you of the Security Incident; (b) investigate the Security Incident and provide you with detailed information about the Security Incident; and (c) take commercially reasonable steps to mitigate the effects and to minimize any damage resulting from the Security Incident.

You agree that: (i) an Unsuccessful Security Incident will not be subject to this Section; and (ii) Converus’ obligation to report or respond to a Security Incident under this Section is not and will not be construed as an acknowledgement by Converus of any fault or liability with respect to the Security Incident. The term “Unsuccessful Security Incident” means a Security Incident that does not result in unauthorized access to Customer Data or to any of Converus’ equipment or facilities storing Customer Data, and may include, without limitation, pings and other broadcast attacks on firewalls or edge servers, port scans, unsuccessful log-on attempts, denial of service attacks, packet sniffing (or other unauthorized access to traffic data that does not result in access beyond IP addresses or headers) or similar incidents.

6. Reserved.

7. Limitation of Liability.

7.1 Limited Warranty and Disclaimer.

CONVERUS WARRANTS THAT THE PRODUCTS OR

SOFTWARE WILL, FOR A PERIOD OF SIXTY (60) DAYS

FROM THE DATE OF YOUR RECEIPT, PERFORM

SUBSTANTIALLY IN ACCORDANCE WITH PRODUCTS

OR SOFTWARE WRITTEN MATERIALS

ACCOMPANYING IT. EXCEPT AS EXPRESSLY SET

FORTH HEREIN, CONVERUS DISCLAIMS ALL

WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,

INCLUDING ANY WARRANTIES OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE, TITLE, OR NON-INFRINGEMENT, AND ANY

WARRANTY THAT THE PRODUCTS OR SOFTWARE

WILL PROVIDE UNINTERRUPTED OR ERROR-FREE

OPERATION, MEET YOUR REQUIREMENTS OR

EXPECTATIONS, OR OPERATE SATISFACTORILY IN

CONJUNCTION WITH OTHER MANUFACTURERS’

HARDWARE OR SOFTWARE.

7.2 No Consequential Damages. IN NO EVENT

SHALL EITHER PARTY BE LIABLE FOR ANY

INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE,

EXEMPLARY, OR CONSEQUENTIAL DAMAGES

ARISING OUT OF THIS EULA, REGARDLESS OF THE

FORM OF ACTION AND EVEN IF SUCH PARTY HAS

BEEN ADVISED OF THE POSSIBILITY OF SUCH

DAMAGES. For the avoidance of doubt, you agree that any

Losses awarded against Converus, or agreed to in settlement in connection with a Claim indemnified hereunder, are direct damages. The foregoing limitation of liability shall not apply to (1) personal injury or death resulting from Licensor’s negligence; (2) for fraud; or (3) for any other matter for which liability cannot be excluded by law.

7.3 Limitation. EXCEPT FOR YOUR

INDEMNIFICATION OBLIGATIONS HEREUNDER, OR

(b) LOSSES DUE TO A BREACH OF SECTION 1.8, THE

AGGREGATE LIABILITY OF EITHER PARTY UNDER

THIS EULA SHALL NOT EXCEED THE AGGREGATE

AMOUNTS ACTUALLY PAID BY YOU FOR THE

PRODUCTS AND SOFTWARE AT THE TIME SUCH

CLAIM AROSE.

8. Term and Termination.

8.1 Term. This EULA shall commence on the

date you first accept it and shall continue in full force and effect until terminated pursuant to the provisions hereof (the “Term”).

8.2 Termination. When the End User is an

instrumentality of the U.S., recourse against the United States for any alleged breach of this Agreement must be brought as a dispute under the contract Disputes Clause (Contract Disputes Act). During any dispute under the Disputes Clause, Converus shall proceed diligently with performance of this Agreement, pending final resolution of any request for relief, claim, appeal, or action arising under the Agreement, and comply with any decision of the Contracting Officer.

8.3 Effect of Termination. Immediately upon

termination of this EULA, you shall cease using the Software and shall delete or destroy all copies of the Software (including any Documentation or other information related to the Software provided by Converus) and, upon request, shall deliver to Converus a certification in writing that you have deleted or destroyed all copies of the Software and Documentation, and ceased all use of the Software, Converus Data, and Customer Data. Termination of this EULA will not prejudice or affect any right of action or remedy that has accrued or will accrue to either party due to the other party’s acts or omissions prior to the effective date of the termination. The provisions of this EULA which by their nature are intended to survive the termination of this EULA (including the provisions of Section 1 (except for the license granted to you therein), Section 3 (except for the license granted to you in Section 3.5), Section 4, Section 6, Section 7, Section 8.3, and Section 9) shall survive the termination of this EULA.

9. General Terms.

9.1 Assignment. Converus shall not delegate or

assign any duties, rights or claims under this EULA without your prior consent, except that Converus may, assign this EULA in its entirety to (a) an Affiliate, or (b) any successor entity in the event of Converus’ transfer of all or substantially all of its assets or stock, merger, spin-off, consolidation, reorganization, or other business combination in accordance with the procedures set forth in FAR 42.1204; provided, however, that in any of the foregoing events, to the extent

Converus has incurred obligations prior to the date of such assignment, Converus shall not be relieved of any of such obligations hereunder except to the extent performed or satisfied by the assignee. You may not, in whole or in part, assign or otherwise transfer this EULA or any of your rights or obligations hereunder. Any delegation or assignment in violation of this Section 9.1 shall be void. This EULA shall be binding upon and shall inure to the benefit of the parties hereto, their respective successors and permitted assigns. The term “Affiliate” means with respect to a party on any date of determination, any other entity directly or indirectly controlling, controlled by or under common control with such party as of such date, and the term “control” (including any correlative usages) means (a) the legal, beneficial or equitable ownership, directly or indirectly, of at least 50% of the equity interests, or (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies or the election of at least 50% of the board of directors or comparable governing body, whether through the ownership of voting securities, by contract or otherwise.

9.2 Publicity. Converus may use your name on

its publicly available list of customers to the extent permitted by the General Services Acquisition Regulation (GSAR) 552.203-71. Other than as expressly set forth in this Section, neither party will issue any press release or public announcement or make any public disclosure (including promotional or marketing materials or customer lists, and regardless whether in the form of news releases, advertising or solicitation materials, or blog or social media postings) regarding the existence or terms of this EULA or the Products or Software without the prior consent of the other party;

provided, however, that the foregoing will not prohibit informational releases intended solely for a party’s internal distribution.

9.3 Force Majeure. Excusable delays shall be

governed by FAR 552.212-4(f).

9.4 Reserved.

9.5 Use by the U.S. Government; Restricted

Rights. The Products and Software provided under this EULA are commercial items, as defined in FAR 2.101, developed exclusively at private expense, used for nongovernmental purposes, and licensed to the public. Any use by the U.S.

Government of the Products or Software shall be in accordance with this EULA, as stated in FAR 12.212. If the U.S.

government is deemed to have use rights under FAR 52.227 or DFARS 227, all use, duplication, and disclosure by agencies of the U.S. Government shall be in accordance with FAR 52.227- 14,.

9.6 Governing Law. This EULA shall be

governed in all respects by the Federal laws of the United States. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

9.7 Construction. The headings and captions

used in this EULA are used for convenience only and are not to be considered in construing or interpreting this EULA. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms. All references to this EULA and the words “herein,” “hereof,” “hereto,” and “hereunder” and other words of similar import refer to this EULA as a whole and not to any particular Section or other subdivision. Both parties hereby waive any canon of construction that would require any portion of this EULA to be construed against the drafter thereof. The governing language of this EULA shall be English. If this EULA is translated into a language other than English, then the English version shall prevail.

9.8 Miscellaneous. This EULA constitutes the

entire agreement between you and Converus with respect to the subject matter herein and supersedes any prior or contemporaneous communications, representations or agreements between the parties, whether oral or written. No amendment, modification or waiver of any of the provisions of this EULA shall be binding unless made in writing and signed by an authorized representative of each party. No implied licenses are granted pursuant to the terms of this EULA. No license rights shall be created by implication or estoppel.

Converus’ failure to exercise or enforce any right or provision of this EULA will not constitute a waiver of such right or provision. No remedy referred to in this EULA is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to herein or otherwise available at law or in equity. If any provision of this EULA is held to be invalid or unenforceable, the remainder of this EULA shall remain in full force and effect.

Converus Global Privacy Policy Last Modified: October 15, 2019

Converus, Inc. (“Converus,” “we” or “us”) respects your privacy and is committed to protecting it through our compliance with this Global Privacy Policy (“Privacy Policy”). This Privacy Policy describes the types of information we may collect from you when you visit www.converus.com, www.converus.es, www.converus.net, and other websites owned or controlled by Converus. In this Privacy Policy, we call these websites, individually or together, the “Site” for short. This Privacy Policy also describes how we use the information we collect, with whom we share it, how we protect it, and the choices we offer you regarding our collection and use of such information.

This Privacy Policy applies to the Site. It does not necessarily apply to information collected by us offline or through use of our products and services. Please see the “Other Collection, Use, and Disclosure of Information” section below for details.

Please read this Privacy Policy carefully. By using the Site, you agree to the terms of this Privacy Policy. If you do not agree with the terms of this Privacy Policy, do not use the Site.

Types of Information We Collect We may collect personal information from you, meaning information about you that can uniquely identify you, such as your name and email address, if you choose to provide us with such information. We may also collect information about you that does not uniquely identify you if you choose to provide us with such information.

We collect such information in various ways, including if you request information from us by filling in a form on the Site.

In addition, when you visit the Site, we may collect certain information by automated means, such as cookies. A “cookie” is a text file that websites send to a visitor’s computer or other Internet-connected device to uniquely identify the visitor’s browser or to store information or settings in the browser. The information we may collect by automated means may include, but is not limited to, the following:

• information about the devices you use to access the Internet (such as the IP address and the type of the device, its operating system type and web browser);

• dates, times and duration of visits to the Site (including whether you are a repeat or first-time visitor);

and

• information on actions taken on the Site (such as page views and site navigation patterns).

Please see the Converus Cookie Policy for more information on how the foregoing information may be collected and used, and how to control or disable cookies.

We do not collect personal information from you automatically, but we may tie information collected by automated means to personal information that you provide to us.

Please note that we do not collect personal information about your online activities over time and across third-party websites or online services.

How We Use the Information We Collect We may use the information we obtain about you to:

• provide products or services you request;

• understand your needs and interests and tailor the Site and our products and services accordingly;

https://converus.com/ https://www.converus.es/ https://www.converus.net/

• respond to your questions and comments and provide customer support;

• communicate with you about our products and services and our offers, events, and promotions;

• operate, evaluate, and improve our business and the products and services we offer;

• enforce our Terms of Use and other agreements; and

• comply with applicable legal requirements and industry standards.

In addition to the uses described above, we…