MAS - Symetri Usa, LLC - 47QTCA22D003D

GENERAL SERVICES ADMINISTRATION

FEDERAL SUPPLY SERVICE

AUTHORIZED FEDERAL SUPPLY SCHEDULE PRICE LIST

MULTIPLE AWARD SCHEDULE

FSC GROUPS: INFORMATION TECHNOLOGY AND MISCELLANEOUS

CONTRACT NUMBER:

47QTCA22D003D

Microdesk, LLC

10 Tara Boulevard, Suite 420

Nashua, Hillsborough County, NH 03062

Phone: 646-351-8015

Fax: 603-888-3407 www.microdesk.com

Contract Administrator: Nicholas DellaRosa

Email: gsacontracts@microdesk.com

PERIOD COVERED BY CONTRACT:

January 18, 2022 � January 17, 2027

Price List is current through Mod PA-0002, Effective January 24, 2022

Business Size:

Other Than Small Business

On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order are available through GSA

Advantage!®, a menu-driven database system. The INTERNET address GSA Advantage!® is:

GSAAdvantage.gov. For more information on ordering from Federal Supply Schedules go to the

GSA Schedules page at GSA.gov.

CUSTOMER INFORMATION

1a. Table of Awarded Special Item Numbers with appropriate cross-reference to page numbers:

SIN Recovery SIN Description

511210 511210 RC Software Licenses

54151S 54151S RC Information Technology Professional Services

611420 611420 RC Information Technology Training

ANCILLARY ANCILLARY RC Ancillary Supplies and Services

OLM OLM RC Order-Level Materials

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.

See awarded GSA pricing.

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. See below.

2. Maximum Order: SINs 511210 and 54151S: $500,000; SINs 611420 and ANCILLARY:

$250,000

3. Minimum Order: None

4. Geographic Coverage (delivery Area): Worldwide

5. Point(s) of production (city, county, and state or foreign country): Same as Contractor

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

7. Quantity discounts: None

8. Prompt payment terms: Net 30 Days. Information for Ordering Offices: Prompt payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions.

9. Foreign items (list items by country of origin): See awarded GSA price list.

10a. Time of Delivery (Contractor insert number of days): 30 Days ARO

10b. Expedited Delivery. The Contractor will insert the sentence �Items available for expedited delivery are noted in this price list.� under this heading. The Contractor may use a symbol of its choosing to highlight items in its price list that have expedited delivery: Contact Contractor

10c. Overnight and 2-day delivery. The Contractor will indicate whether overnight and 2-day delivery is available. Also, the Contractor will indicate that the schedule customer may contact the Contractor for rates for overnight and 2-day delivery: Contact Contractor

10d. Urgent Requirements. The Contractor will note in its price list the �Urgent Requirements� clause of its contract and advise agencies that they can also contact the Contractor�s representative to affect a faster delivery: Contact Contractor

11. F.O.B Points: Destination

12a. Ordering Address:

10 Tara Boulevard, Suite 420

Nashua, Hillsborough County, NH 03062

Phone: 603-657-3820

Email: salesorderprocessing@microdesk.com

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:

10 Tara Boulevard, Suite 420

Nashua, Hillsborough County, NH 03062

Phone: 603-657-3827

Email: ap@microdesk.com

14. Warranty provision: Standard Commercial Warranty

15. Export Packing Charges (if applicable): N/A

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

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. contactor�s website or other location.) The EIT standards can be found at:

www.Section508.gov/.

23. Unique Entity Identifier (UEI) number: 835742107

24. Notification regarding registration in System of Award (SAM) database: Contractor registered and active in SAM. Cage Code 1N5J0

Acceptance End User Software and Subscription Agreement Microdesk BIMrx

1. Acceptance

By executing a written order for the Microdesk BIMrx software (the �Software�) provided by Microdesk, Inc. (�Licensor�), you as the user and licensee (�Licensee�) agree to the terms and conditions of this License Agreement (the �Agreement�) with respect to the Software.

BY EXECUTING AN ORDER FOR THE SOFTWARE, LICENSEE AGREES TO BE BOUND BY ALL OF THE TERMS AND

CONDITIONS OF THIS AGREEMENT WHICH SUPERSEDES THE TERMS OF ANY OTHER PRIOR WRITING OR

UNDERSTANDING BETWEEN THE PARTIES. IF LICENSEE DOES NOT AGREE TO BE BOUND BY THIS AGREEMENT, REMOVE

THE SOFTWARE FROM YOUR COMPUTER NOW AND, IF APPLICABLE, PROMPTLY RETURN THE SOFTWARE IN YOUR

POSSESSION TO LICENSOR.

2. Grant of License

Subject to the terms and conditions of this Agreement, Licensor hereby grants Licensee a non-exclusive, non-transferable, non-commercial license (the �License�) to use the Software for Licensee�s own internal business purposes and operations, without the rights to create derivative works, all with accordance with the terms set forth in this Agreement and other legal restrictions set forth in any third-party software used while running the Software. The Software shall not be copied, shared, distributed, resold, offered for re-sale, transferred or sub-licensed in whole or in part except that Licensee may make one (1) copy for archive purposes only. Use of the Software under this Agreement shall be limited to the number of users and duration as specified in the terms of the Licensee procurement agreement. For purposes of this Agreement, �users� shall mean any current or future employee, contractor or business associate of Licensee who shall require access to or use the Software solely in connection with the business operations of Licensee.

2.1. Limited Use of the Software: Licensee may use the Software for the purpose of:

2.1.1.Running the Software on Licensee�s computer;

2.1.2.Allowing authorized users access to the Software on Licensee�s computer;

2.1.3.Publishing the Software�s output to Licensee and its authorized users; and

2.1.4.Configuring the Software to suit Licensee�s needs and specifications.

2.2. Protection of the Software: Licensee agrees to take all reasonable steps to protect the Software from unauthorized copying or use. Without limiting any remedies available to Licensor, Licensee agrees to pay Licensor retrospectively for additional licenses if Licensee uses the Software beyond the scope of this Agreement.

2.3. Non-Assignable & Non-Transferable: Licensee may not assign or transfer its rights and duties under this

Agreement.

2.4. Reverse Engineering: Licensee may not modify, reverse engineer, decompile, or disassemble the Software, except and only to the extent that Licensor is required to permit such activity by applicable law. Licensee agrees that any modifications of the Software are derivative works and as such are the sole and exclusive property of

Licensor or its licensors.

2.5. Non-Commercial: Licensee may not use the Software for commercial purposes. For the purpose of this

Agreement, commercial purposes means that a third-party user has to pay in order to access the Software or that

Licensee�s website that runs the Software is behind a pay wall.

2.6. Sole Ownership: All title and copyrights in and to the Software and any copies thereof are owned by Licensor or its suppliers and/or licensors. All title and intellectual property rights in and to the content which may be accessed through use of the Software is the property of the respective owner of such content and may be protected by applicable copyright or other intellectual property laws and treaties. No ownership of or any right to use any part of such content is transferred to Licensee by Licensor or its licensors under this Agreement. Licensee acknowledges that the License granted under this Agreement does not provide Licensee with title or ownership of the Software, but only right of limited use under the terms and conditions of this Agreement. Licensee shall keep the Software free and clear of all claims, liens, and encumbrances of its creditors.

2.7. Reservation of Rights. All rights not expressly granted hereunder are reserved by Licensor. Any copying, use, modification, reproduction, or distribution of the Software not expressly permitted under this Agreement is hereby expressly prohibited.

3. Term & Termination

The Term of this Agreement shall commence on the Effective Date and shall continue until terminated in accordance with this Section 3, unless earlier terminated as provided herein. Licensor may terminate this Agreement by bringing a dispute under the contract Disputes Clause (Contract Disputes Act), including Licensee�s license in the case where:

3.1. Licensee becomes insolvent or otherwise enters into any liquidation process; or

3.2. Licensee exports the Software to any jurisdiction where Licensor may not enforce its rights under this Agreement in; or

3.3. Licensee is in breach of any of the terms and conditions contained in this Agreement with respect to the Software and such breach is not cured within fifteen (15) days upon notification; or

3.4. Licensee otherwise entered into any arrangement which caused Licensor to be unable to enforce its rights under this Agreement.

During any dispute under the Disputes Clause, Licensor 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. Further, upon termination of this Agreement by Licensor pursuant to this Section

3, (i) each party shall return to the other party all materials, data, and confidential information, if any, of such other party, and (ii) all rights, obligations and License hereunder shall terminate and be of no further force or effect.

4. Support and Maintenance Services

Licensor may provide Licensee, from time to time, with updates and/or fixes at its sole discretion; provided, however, nothing in this Agreement shall require Licensor to provide updates, fixes, or other maintenance services.

5. Limitation of Liability

Licensor shall never, and without any limit, be liable for any indirect damage, cost, expense, or any other payment incurred by Licensee as a result of the Software�s actions, failure, bugs and/or any other interaction between the Software and

Licensee�s end-equipment, computers, other software or any third party, end-equipment, computer or services.

Moreover, Licensor shall never be liable for any defect in source code written by Licensee when relying on the Software or using the Software�s open-source code. In no event shall either party be liable to the other party or any third party for lost profits, consequential, special, incidental or punitive damages, whatsoever arising out of or relating to this Agreement, regardless of the basis of the claim even if such party have been advised to the likelihood of such damages; provided, however, the limitation on lost profits shall in no way restrict Licensor�s rights to obtain damages finally awarded by a court of competent jurisdiction in the event that Licensee shall exceed the scope of the License provided by Licensor pursuant to this Agreement. The foregoing limitations of liability and exclusions of damages shall apply whether the damages arise from use or misuse of and reliance on the Software, from inability to use the Software, to use, or from the interruption, suspension, or termination of the Software (including such damages incurred by third parties). Such limitation shall apply notwithstanding a failure of essential purpose of any limited remedy and the fullest extent permitted by law. 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.

6. Representations and Warranties of Licensor

In rendering its obligations under this Agreement and without limiting other applicable performance warranties, Licensor warrants and represents to Licensee that:

6.1. Licensor has secured full right, title, permits, licenses, regulatory approvals, registrations, and authority to deliver the Software.

6.2. Licensor is in good standing in the state of its incorporation and is qualified to do business in each of the other states in which it is providing the Software and services hereunder.

6.3. The sale, licensing and use of the Software in accordance with this Agreement, does not and shall not infringe, misappropriate, or otherwise violate any intellectual property rights of any third party.

6.4. Licensor hereby represents and warrants that the Software does not violate or infringe any third-party claims in regards to intellectual property, patents and/or trademarks and that to the best of its knowledge, no legal action has been taken against it for any infringement or violation of any third-party intellectual property rights.

6.5. LICENSOR WARRANTS THAT THE SOFTWARE WILL, FOR A PERIOD OF SIXTY (60) DAYS FROM THE DATE OF YOUR

RECEIPT, PERFORM SUBSTANTIALLY IN ACCORDANCE WITH SOFTWARE WRITTEN MATERIALS ACCOMPANYING

IT. EXCEPT AS EXPRESSLY SET FORTH IN THE FOREGOING, THE SOFTWARE IS PROVIDED WITHOUT ANY

WARRANTY AND IS PROVIDED �AS-IS,� WITH NO WARRANTIES WHATSOEVER; LICENSOR HEREBY DISCLAIMS TO

THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING

WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SOFTWARE. LICENSOR DOES NOT WARRANT THAT THE

FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE�S REQUIREMENTS, THAT THE OPERATION OF

THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE

CORRECTED. LICENSEE SHALL BE SOLELY LIABLE TO ANY DAMAGE, DEFECT OR LOSS INCURRED AS A RESULT OF

OPERATING THE SOFTWARE AND UNDERTAKE THE RISKS CONTAINED IN RUNNING THE SOFTWARE ON

LICENSEE�S SERVER.

7. Indemnification

7.1. Licensor will have the right to intervene to defend, indemnify and hold Licensee harmless from all damages, awards, and costs (including reasonable attorneys� fees) to the extent resulting from or arising out of any claim or action that alleges the Software directly infringes a U.S. patent or any copyright, or constitutes misappropriation of a third party trade secret; provided, however, that Licensee promptly notifies Licensor in writing of such claim or action, reasonably cooperates with Licensor in its defense or settlement, and Licensor has control of the defense and all related settlement negotiations. In the event the Software becomes, or in

Licensor�s opinion is likely to become, the subject of any claim or action, then Licensor will use commercially reasonable efforts at its sole option and expense, to (i) procure the right for Licensee to continue using the

Software, (ii) replace or modify the Software so it becomes non-infringing while remaining functionally equivalent, or (iii) if option (i) or (ii) is not reasonably available in Licensor�s judgment, Licensor may terminate the License and Licensee will cease using the Software and return it to Licensor, and Licensor will issue a refund of all fees paid by Licensee for the Software. Licensor will have no liability for any claim or action based upon (a) the combination, operation, or use of the Software with hardware, software, or other items not supplied by

Licensor; (b) any alteration of the Software by Licensee or a third party; or (c) any modification of the Software made by Licensor pursuant to specifications, requirements, or designs provided by Licensee. In the event any third-party hardware or software is delivered by Licensor hereunder, such indemnification will be limited to that which provided by the third party. This Section states Licensor�s entire liability and exclusive remedy for any claim or infringement. Nothing contained herein shall be construed in derogation of the U.S. Department of Justice�s right to defend any claim or action brought against the U.S., pursuant to its jurisdictional statute 28 U.S.C. §516.

8. Governing Law; Dispute Resolution

This Agreement and performance hereunder and actions related hereto shall be governed by the Federal laws of the

United States, without regard to its conflict of laws principles. Furthermore, the parties hereby agree that except to the extent prohibited by applicable law, the Uniform Commercial Code and the Uniform Computer Information Transactions

Act as adopted in any form in any state shall not apply to this Agreement.

9. General

9.1. This Agreement constitutes the complete and exclusive statement of agreement between the parties, and supersedes all prior proposals and all other agreements, oral and written, between the parties relating to the subject matter of this Agreement. Licensor reserves the right to modify or amend the non-material terms and conditions of this Agreement at any time and for any reason or for no reason at all, in its sole discretion.

9.2. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of such provision or any other provision hereof and no waiver shall be effective unless made in writing.

9.3. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement, and the application of such provisions in any other circumstances, and in any other jurisdiction, shall not be affected thereby.

ARID Software as a Service Agreement

This Software as a Service Agreement (the �Agreement�"), is by and between Microdesk, Inc., a Massachusetts corporation with offices located at 10 Tara Blvd, Suite 420, Nashua, New Hampshire (�Microdesk�) and the

Ordering Activity under GSA Schedule contracts identified in the Purchase Order (�Customer�).

WHEREAS, Microdesk provides access to its ARID� equipment asset management software-as-a-service offering to its customers;

WHEREAS, Customer desires to access the ARID software-as-a-service offering described in this Agreement, and

Microdesk desires to provide Customer access to its ARID online software, subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions.

�Access Credentials� means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device used, alone or in combination, to verify an individual's identity and authorization to access and use the

Services.

�Action� means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

�Affiliate� of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person.

�Agreement� has the meaning set forth in the preamble.

�Authorized Users� means Customer�s employees, consultants, contractors, and agents (a) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; (b) for whom access to the Services has been purchased hereunder; and (c) in the case of consultants, contractors, and agents, have entered into a written agreement with Customer as provided for in Section 2.2.

�Availability Requirement� has the meaning set forth in Section 5.1.

�Available� has the meaning set forth in Section 5.1.

�Confidential Information� has the meaning set forth in Section 9.1.

�Customer� has the meaning set forth in the preamble.

�Customer Data� means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly from Customer or an

Authorized User by or through the Services. For the avoidance of doubt, Customer Data does not include Resultant Data or any other information reflecting the access or use of the

Services by or on behalf of Customer or any Authorized User.

�Customer Failure� has the meaning set forth in Section 4.2.

�Customer Indemnitee� has the meaning set forth in Section 12.1.

�Customer Systems� means the Customer�s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services.

�Disclosing Party� has the meaning set forth in Section 9.1.

�Documentation� means any manuals, instructions, or any manuals, instructions or any other materials that Microdesk provides to Customer that the Microdesk provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Services or Microdesk Materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.

�Exceptions� has the meaning set forth in Section 5.1.

�Fees� has the meaning set forth in Section 8.1.

�Force Majeure Event� has the meaning set forth in Section 15.9.

�Harmful Code� means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent Customer or any

Authorized User from accessing or using the Services or Microdesk Systems as intended by this Agreement. Harmful Code does not include any Microdesk Disabling Device.

�Indemnitee� has the meaning set forth in Section 12.3.

�Indemnitor� has the meaning set forth in Section 12.3.

�Initial Term� has the meaning set forth in Section 14.1.

�Intellectual Property Rights� means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

�Law� means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

�Losses� means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

�Permitted Use� means any use of the Services by an Authorized User for the benefit of Customer in the ordinary course of its internal business operations.

�Person� means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.

�Process� means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information, or other content.

�Processing� and �Processed� have correlative meanings.

�Microdesk� has the meaning set forth in the preamble.

�Microdesk Disabling Device� means any software, hardware, or other technology, device, or means (including any back door, time bomb, time out, drop dead device, software routine, or other disabling device) used by Microdesk or its designee to disable Customer's or any

Authorized User's access to or use of the Services automatically with the passage of time or under the positive control of Microdesk or its designee.

�Microdesk Indemnitee� has the meaning set forth in Section 12.2.

�Microdesk Materials� means the Services, Specifications, Documentation, and Microdesk

Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Microdesk or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Microdesk

Systems. For the avoidance of doubt, Microdesk Materials include Resultant Data and any information, data, or other content derived from Microdesk�s monitoring of Customer�s access to or use of the Services, but do not include Customer Data.

�Microdesk Personnel� means all individuals involved in the performance of Services as employees, agents, or independent contractors of Microdesk or any Subcontractor.

�Microdesk Systems� means the information technology infrastructure used by or on behalf of

Microdesk in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Microdesk or through the use of third-party services.

�Order� means a service order, generally through the standard Government order SF1449, that the customer has placed with Microdesk for ARID.

"Person" means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

�Receiving Party� has the meaning set forth in Section 9.1.

�Renewal Term� has the meaning set forth in Section 14.2.

�Representatives� means, with respect to a party, that party�s and its Affiliates� employees, officers, directors, agents, independent contractors, service providers, subcontractors, and legal advisors.

�Resultant Data� means data and information related to Customer�s use of the Services that is used by Microdesk in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

�Scheduled Downtime� has the meaning set forth in Section 5.3.

�Service Allocation� has the meaning set forth in Section 3.2.

�Service Credit� has the meaning set forth in Section 5.2.

�Service Level Failure� has the meaning set forth in Section 5.1.

�Service Period� has the meaning set forth in Section 5.1.

�Services� has the meaning set forth in Section 2.1.

�Support Exhibit� has the meaning set forth in Section 5.4.

�Support Services� has the meaning set forth in Section 5.4.

�Term� has the meaning set forth in Section 14.2.

�Third-Party Materials� means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Microdesk.

2. Services.

2.1 Access and Use. Subject to and conditioned on Customer�s and its Authorized Users� compliance with the terms and conditions of this Agreement, Microdesk hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 15.8) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer�s internal use. �Services� for purposes of this Agreement means Microdesk�s ARID software-as-a-service platform and the functionalities made available at that platform. Microdesk shall provide to

Customer the Access Credentials within a reasonable time following the start of the Software Period.

2.2 Access to Services By Consultants, Contractors or Agents as Authorized Users. Microdesk may allow access to and use of the Services by non-employees provided that:

(a) Customer shall ensure by obtaining written assurances from each non-employee

Authorized User that he or she will comply with all relevant terms of this Agreement;

(b) Customer shall be deemed responsible and liable for any and all acts and omissions of each non-employee Authorized User to the same extent as if such acts or omissions were by Customer;

and

(c) any noncompliance by any non-employee Authorized User with the provisions of this

Agreement or any Order will constitute a breach by Customer.

2.3 Documentation License. Microdesk hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 15.8) license to use the Documentation during the

Term solely for Customer�s internal business purposes in connection with its use of the Services.

2.4 Service and System Control. Except as otherwise expressly provided in this Agreement, as between the parties:

(a) Microdesk has and will retain sole control over the operation, provision, maintenance, and management of the Microdesk Materials; and

(b) Customer has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the Customer Systems, and sole responsibility for all access to and use of the Microdesk Materials by any Person by or through the Customer Systems or any other means controlled by Customer or any Authorized User, including any: (i) information, instructions, or materials provided by any of them to the Services or Microdesk; (ii) results obtained from any use of the

Services or Microdesk Materials; and (iii) conclusions, decisions, or actions based on such use.

Notwithstanding anything to the contrary in this Agreement, all Services, including all Processing of

Customer Data by or on behalf of Microdesk shall be provided solely from within, and on computers, systems, networks, and other infrastructure located in, the United States.

2.5 Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, Microdesk Materials, or

Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services, the Microdesk Materials, and the Third-Party Materials are and will remain with Microdesk and the respective rights holders in the Third-Party Materials.

2.6 Service Management. Each party shall, throughout the Term, maintain within its organization a service manager to serve as such party�s primary point of contact for day-to-day communications, consultation, and decision-making regarding this Agreement. Each service manager shall be responsible for providing all day-to-day consents and approvals on behalf of such party under this Agreement. Each party shall ensure its service manager has the requisite organizational authority, skill, experience, and other qualifications to perform in such capacity. Each party shall use commercially reasonable efforts to maintain the same service manager in place throughout the Term. If either party�s service manager ceases to be employed by such party or such party otherwise wishes to replace its service manager, such party shall promptly name a new service manager by written notice to the other party.

2.7 Changes. Microdesk reserves the right, in its sole discretion, to make any changes to the Services and

Microdesk Materials that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Microdesk�s services to its customers; (ii) the competitive strength of or market for Microdesk�s services; or (iii) the Services� cost efficiency or performance; or (b) to comply with applicable Law. In the event that Microdesk makes changes to the Services that materially degrades functionality that that

Customer has contracted for, Customer shall be entitled to a pro rata refund for any fees paid for the portion of the software not used or received. Without limiting the foregoing, either party may, at any time during the Term, request in writing changes to the Services. The parties shall evaluate and, if agreed, implement all such requested changes in a manner to be mutually agreed-upon by the parties. No requested changes will be effective unless and until memorialized in a written change order signed by both parties.

2.8 Suspension of Services. Microdesk may, directly or indirectly, and by use of a Microdesk Disabling

Device or any other lawful means, temporarily suspend, or otherwise deny Customer�s, any Authorized

User�s, or any other Person's access to or use of all or any part of the Services or Microdesk Materials, without incurring any resulting obligation or liability, if: (a) Microdesk receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Microdesk to do so. In this event a claim should be submitted to the Ordering Activity contracting officer pursuant to the Contract Disputes Act for suspension/termination in these cases. This

Section 2.7 does not limit any of Microdesk's other rights or remedies, whether at law, in equity, or under this Agreement.

2.9 System Revisions. Microdesk may revise System features and functions or the non-material terms and conditions of the SLA at any time, including without limitation by removing such features and functions or reducing service levels. If any such revision to the System materially reduces features or functionality provided pursuant to an Order, Customer may within 30 days of notice of the revision terminate such

Order, without cause, or terminate this Agreement without cause if such Order is the only one outstanding.

In the event that Microdesk makes changes to the System features that materially degrades functionality that that Customer has contracted for, Customer shall be entitled to a refund for the portion of the software not used or received.

3. Use Restrictions; Service Usage and Data Storage.

3.1 Use Restrictions. Customer shall not, and shall not permit any other Person to, access or use the Services or Microdesk Materials except as expressly permitted by this Agreement and, in the case of Third-Party

Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except as this Agreement expressly permits:

(a) copy, modify, or create derivative works or improvements of the Services or Microdesk

Materials;

(b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or Microdesk Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;

(c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or Microdesk Materials, in whole or in part;

(d) bypass or breach any security device or protection used by the Services or Microdesk

Materials or access or use the Services or Microdesk Materials other than by an Authorized User through the use of his or her own then valid Access Credentials;

(e) input, upload, transmit, or otherwise provide to or through the Services or Microdesk

Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any

Harmful Code;

(f) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, Microdesk Systems, or Microdesk�s provision of services to any third party, in whole or in part;

(g) remove, delete, alter, or obscure any trademarks, Specifications, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services or Microdesk Materials, including any copy thereof;

(h) access or use the Services or Microdesk Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other Microdesk customer), or that violates any applicable Law;

(i) access or use the Services or Microdesk Materials for purposes of competitive analysis of the Services or Microdesk Materials, the development, provision, or use of a competing software service or product or any other purpose that is to the Microdesk's detriment or commercial disadvantage;

(j) access or use the Services or Microdesk Materials in, or in association with, the design, construction, maintenance, or operation of any hazardous environments, systems, or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Services could lead to personal injury or severe physical or property damage; or

(k) otherwise access or use the Services or Microdesk Materials beyond the scope of the authorization granted under this Section 3.1.

4. Customer Obligations.

4.1 Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up, maintain, and operate in good repair and in accordance with the Specifications all Customer Systems on or through which the Services are accessed or used; (b) provide Microdesk Personnel with such access to

Customer's premises and Customer Systems as is necessary for Microdesk to perform the Services in accordance with the Availability Requirement and Specifications; and (c) provide all cooperation and assistance as Microdesk may reasonably request to enable Microdesk to exercise its rights and perform its obligations under and in connection with this Agreement.

4.2 Effect of Customer Failure or Delay. Microdesk is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of its obligations under this Agreement (each, a "Customer Failure").

4.3 Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by Section 3.1, Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and Microdesk Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify

Microdesk of any such actual or threatened activity.

5. Service Levels and Credits.

5.1 Service Levels. Subject to the terms and conditions of this Agreement, Microdesk will use commercially reasonable efforts to make the Services Available at least ninety-eight percent (98%) of the time as measured over the course of each calendar month during the Term (each such calendar month, a �Service

Period�), excluding unavailability as a result of any of the Exceptions described below in this Section 5.1

(the �Availability Requirement�). �Service Level Failure� means a material failure of the Services to meet the Availability Requirement. �Available� means the Services are available for access and use by

Customer and its Authorized Users over the Internet and operating in material accordance with the

Specifications. For purposes of calculating the Availability Requirement, the following are �Exceptions� to the Availability Requirement, and neither the Services will be considered un-Available nor any Service

Level Failure be deemed to occur in connection with any failure to meet the Availability Requirement or impaired ability of Customer or its Authorized Users to access or use the Services that is due, in whole or in part, to any: (a) act or omission by Customer or any Authorized User; (b) Customer Failure; (c)

Customer�s or its Authorized User�s Internet connectivity; (d) Force Majeure Event; (e) failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by Microdesk pursuant to this Agreement; (f) Scheduled Downtime; or (g) disabling, suspension, or termination of the Services pursuant to Section 2.8.

5.2 Service Level Failures and Remedies. In the event of a Service Level Failure, Microdesk shall issue a credit to Customer equivalent to the daily service rate for the period of time that the service was unavailable subject to the following:

(a) Microdesk has no obligation to issue any Service Credit unless: (i) Customer reports the

Service Failure to Microdesk immediately on becoming aware of it; and (ii) requests such Service Credit in writing within five (5) days of the Service Level Failure; and

(b) in no event will a Service Level Credit for any Service Period exceed one hundred percent

(100%) of the total Fees that would be payable for that Service Period if no Service Level Failure had occurred.

(c) Any Service Credit payable to Customer under this Agreement will be issued to Customer in the calendar month following the Service Period in which the Service Level Failure occurred. This

Section 5.2 sets forth Microdesk's sole obligation and liability and Customer's sole remedy for any

Service Level Failure.

5.3 Scheduled Downtime. Microdesk will use commercially reasonable efforts to give Customer prior notice of all scheduled outages of the Services (�Scheduled Downtime�).

6. Data Backup. The Services do not replace the need for Customer to maintain regular data backups or redundant data archives. PROVIDER HAS NO OBLIGATION OR

LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE,

CORRUPTION, OR RECOVERY OF CUSTOMER DATA.

7. Security.

7.1 Information Security. Microdesk will employ security measures in accordance with Microdesk's data privacy and security policy the non-material terms and conditions as amended from time to time, a current copy of which is set forth in Exhibit A.

7.2 Data Breach Procedures. Microdesk maintains a data breach plan in accordance with the criteria set forth in Exhibit B and shall implement the procedures required under such data breach plan on the occurrence of a data breach (as defined in such plan).

7.3 Customer Control and Responsibility. Customer has and will retain sole responsibility for: (a) all

Customer Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (c) Customer�s information technology infrastructure, including computers, software, databases, electronic systems

(including database management systems), and networks, whether operated directly by Customer or through the use of third-party services (�Customer Systems�); (d) the security and use of Customer�s and its Authorized Users� Access Credentials; and (e) all access to and use of the Services and Microdesk

Materials directly or indirectly by or through the Customer Systems or its or its Authorized Users� Access

Credentials, with or without Customer�s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

7.4 Access and Security. Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the

Services; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for Processing by the Services.

8. Fees and Payment.

8.1 Fees. Customer shall pay Microdesk or if appliable the GSA Schedule Contractor on behalf of Microdesk the fees set forth in accordance with the GSA Schedule Pricelist (�Fees�) in accordance with this

Section 8.

8.2 Taxes. Vendor shall state separately on invoices taxes excluded from the fees, and the Customer agrees either to pay the amount of the taxes (based on the current value of the equipment) or provide evidence necessary to sustain an exemption, in accordance with FAR 552.212-4(k).

8.3 Payment. Customer shall pay all Fees and Reimbursable Expenses within thirty (30) days of the invoice receipt date by [payment method]. Customer shall make payments to the address or account specified in

Arid.Microdesk.com/pricing or such other address or account as Microdesk may specify in writing from time to time.

8.4 Late Payment. If Customer fails to make any payment when due and then, in addition to all other remedies that may be available:

8.5 Reserved.

8.6 No Deductions or Setoffs. All amounts payable to Microdesk under this Agreement shall be paid by

Customer to Microdesk in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than Service Credits issued pursuant to Section 5.2 or any deduction or withholding of tax as may be required by applicable Law).

8.7 Fee Increases. Microdesk may increase Fees after the first or second contract year of the Initial Term or after any Renewal Term in accordance with the then current GSA Schedule Pricelist.

8.8 Audits. Microdesk or its nominee (including its accountants and auditors) may, on reasonable request, inspect and audit Customer�s use of the Services under this Agreement at any time during the Term of this

Agreement.

9. Confidentiality.

9.1 Confidential Information. In connection with this Agreement each party (as the �Disclosing Party�) may disclose or make available Confidential Information to the other party (as the �Receiving Party�).

Subject to Section 9.2, �Confidential Information� means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the

Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as �confidential�. Without limiting the foregoing: all Microdesk

Materials are the Confidential Information of Microdesk.

9.2 Exclusions. Confidential Information does not include information that: (a) was rightfully known to the

Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives' noncompliance with this

Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party's knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

9.3 Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:

(a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;

(b) except as may be permitted by and subject to its compliance with Section 9.4, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such

Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information…