MAS - The Winvale Group, LLC - 47QTCA23D007Q

GENERAL SERVICES ADMINISTRATION

Federal Acquisition Service

Authorized Federal Supply Schedule FSS Price List On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order are available through GSA Advantage!®, a menu-driven database system. The INTERNET address GSA

Advantage!® is: GSAAdvantage.gov.

Multiple Award Schedule

FSC Group:

F – Information Technology H – Professional Services

E - Industrial Products and Services G - Miscellaneous

Contract number: 47QTCA23D007Q Contract period: April 26th, 2023 – April 25th, 2028

The Winvale Group, LLC 3951 Westerre Parkway

Suite 250 Henrico, VA 23233 http://www.winvale.com

Contract administration source:

Isabel Sabie isabie@winvale.com (804)313-6459

Business size: Small Business

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

Price list current as of Modification #PS-0025 effective March 19, 2025

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

CUSTOMER INFORMATION

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

SINs SIN Title 33411 Purchasing of New Electronic Equipment

511210 Software Licenses 54151 Software Maintenance Services 54151ECOM Electronic Commerce and Subscription Services 54151S Information Technology Professional Services 541611 Management and Financial Consulting, Acquisition and Grants Management Support, and Business Program and Project Management Services

OLM Order-Level Materials (OLM’s)

1b. Identification of the lowest priced model number and lowest unit price for that model for each special item number awarded in the contract:

SIN Part Number Description GSA Price w/IFF

33411 5063- 190500006

TERMINAL, RING, 5/16, 6AWG, NO INSUL. $3.83

511210 PMW-12311

PMWEB - TERM LICENSE 1 YR - Annual Support & Maintenance - Annual Fee / LP = 20% of Retail / GSA = LP less 3% / GSAwIIF = GSA P/.9925

$0.01

54151 CTI001IC40

ColorTokens – Ancillary Service EACH. Installation and Policy Configuration for End User. Advanced installation support, expert advice on onboarding configuration, end point lockdown and policy configuration for maximum of 0-3 months from contract commencement. Installation services beyond 3 months will be charged extra based on the duration, on a pro rata basis. Applicable to either Xprotect or Xaccess for Network End User.

$5.27

339113PA Protective Apparel

339113PA ACBS-1 AIRUS Collection Bag System. 10 year shelf life. $75.36

54151ECOM

PMW-12450

-11

PMWEB - Subscription Service 1 YR - SaaS Support & Maintenance - Add Modules - Annual Fee / LP = 20% of Retail / GSA = LP less 3% / GSAwIIF = GSA P/.9925

$0.01

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. Please see attached Pricing Table.

2. Maximum order:

SINs Maximum Order 33411 $500,000

511210 $500,000 54151 $500,000

54151ECOM $500,000

54151S $500,000 541611 $1,000,000

OLM $250,000

3. Minimum order: $100

4. Geographic coverage (delivery area): Domestic Delivery

5. Point(s) of production (city, county, and State or foreign country): Varies by manufacturer, please contact Winvale for details on specific Point of Production.

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): None

339113PA $250,000

10a. Time of delivery: To Be Determined at the Task Order level

10b. Expedited Delivery: To Be Determined at the Task Order level

10c. Overnight and 2-day delivery: To Be Determined at the Task Order level

10d. Urgent Requirements: To Be Determined at the Task Order level

11. F.O.B. point(s). Destination; 48 Contiguous States and Washington, DC

12a. Ordering address(es):

THE WINVALE GROUP, LLC

3951 WESTERRE PKWY

STE 250

HENRICO, VA 23233-1318

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

13. Payment address(es):

THE WINVALE GROUP, LLC

3951 WESTERRE PKWY

STE 250

HENRICO, VA 23233-1318

14. Warranty provision: Not Applicable

15. Export packing charges, if applicable: Not Applicable

16. Terms and conditions of rental, maintenance, and repair (if applicable): Not Applicable

17. Terms and conditions of installation (if applicable): Not Applicable

18a. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices (if applicable): Not Applicable

18b. Terms and conditions for any other services (if applicable): Not Applicable

19. List of service and distribution points (if applicable): Not Applicable

20. List of participating dealers (if applicable): Not Applicable

21. Preventive maintenance (if applicable): Not Applicable

22a. Special attributes such as environmental attributes (e.g., recycled content, energy efficiency, and/or reduced pollutants): Not Applicable

22b. If applicable, indicate that Section 508 compliance information is available for the information and communications technology (ICT) products and services and show where full details can be found (e.g.

contractor’s website or other location.) ICT accessibility standards can be found at:

https://www.Section508.gov/: As Applicable

23. Unique Entity Identifier (UEI) number: DQ6RYNAB8MJ7

24. Notification regarding registration in System for Award Management (SAM) database: Contractor registered and active in SAM https://www.section508.gov/

GSA APPROVED EULAS

The following IT Manufacturers do not require that a Commercial Supplier Agreement be signed.

• AUTOFORM USA ENGINEERING INC.

• CLEAR COMPANY, LLC

• MELTWATER GROUP

• OPSEC SECURITY

• ROBOSOFT USG INC

The following IT Manufacturers DO require that Commercial Supplier Agreements be signed and are attached on the following pages. The GSA Approved EULAs have been attached on the following pages.

• CHANGEPOINT / DAPTIV (PLANVIEW, INC.)

• CODAN

• PMWEB

• ROBOTIC SERVICES, INC.

• THERMO LABSYSTEMS, INC.

• TRUVERIS, INC.

• VISUAL WORKFORCE INC.

LICENSE AGREEMENT

License Agreement No.:

This License Agreement is between Changepoint Canada ULC (“Changepoint”) and Licensee:

Licensee:

Street Address:

City: State: Zip:

1. DEFINITIONS

The following terms shall have the meanings set forth below, unless otherwise indicated:

(a) “Agreement” means this License Agreement, including Product Schedules and written amendments that have been signed by both parties.

(b) “Concurrent User(s)” means the maximum number of users who are licensed to access the Software at any given time.

(c) “Documentation” means the technical specifications contained in the user and system documentation that are made generally available to Changepoint’s licensees.

(d) “Licensed Computer(s)” means the designated processing unit(s) owned or leased by Licensee, upon which the Software is licensed to operate.

(e) “Licensed Location(s)” means the physical location(s) at which the Software is licensed to operate, as set forth on the Product Schedule.

(f) “Named Users” means the maximum number of identified individual computers on which Users are authorized to access the Software.

(g) “Product Schedule” means each Changepoint ordering document signed by the duly authorized representatives of both parties, which identifies the Software or services ordered by Licensee from Changepoint and which incorporates the terms and conditions of this Agreement by reference.

(h) “Software” means the proprietary software product(s) provided in machine-readable object code form, including any related Documentation, governed under this Agreement.

(i) “Users” means Named or Concurrent Users, as applicable.

2. LICENSE GRANT

(a) Changepoint hereby grants to Licensee a non-exclusive, non-transferable, perpetual, unless otherwise noted, license to install and use the Software set forth in the applicable Product Schedule in accordance with the Documentation, solely for Licensee’s own internal business operations, and in accordance with the scope and type of use set forth in such Product Schedule. Licensee’s use rights in Software shall include any Licensee subsidiary which is greater than fifty (50%) percent owned by Licensee provided such subsidiary agrees to comply with the terms and conditions of this Agreement.

(b) The Software may be used only by Licensee, for the benefit of Licensee, to process Licensee’s own data for Licensee’s own internal operations. The Software may also be used by Licensee contractors under obligation of non-disclosure solely for the benefit of Licensee. Licensee shall ensure that each person authorized to use the Software under the terms of this Agreement is informed of and agrees to conform to the obligations of the Licensee hereunder. Licensee may not use the Software to offer data processing services to third parties, including but not limited to outsourcing or service bureau use.

Licensee may not use the Software in contravention of any applicable laws or government regulations.

(c) Licensee may use the Software temporarily on an alternate processing unit other than the Licensed Computer for a reasonably necessary period while the Licensed Computer is inoperable due to a disaster. Any other use on an alternate processing unit requires Changepoint’s prior written approval.

3. PAYMENTS

Licensee shall pay Changepoint the amounts set forth on any invoice resulting from this Agreement within thirty (30) days of the date of the invoice. Changepoint may impose a late payment charge equal to the lesser of 1 ½% per month or the maximum rate allowed by law. The parties agree that this paragraph shall override and supersede any provision to the contrary set forth on a purchase order or invoice.

4. TITLE, PROPRIETARY RIGHTS

(a) Title and full ownership rights to the Software and all intellectual property rights therein including patent, copyright, trademark and trade secret rights shall remain with Changepoint.

Changepoint reserves all rights granted to it under copyright, patent and other intellectual property laws.

(b) Licensee shall not sublicense, distribute, modify, create derivative works or of reverse engineer the Software. Licensee shall not make copies or reproductions of the Software, except for copies solely for internal archive and backup purposes.

Such copies shall display all Changepoint legends and notices.

At Changepoint’s request, not to exceed more than once per calendar year, Licensee shall certify in writing that the Software is being used in compliance with this Agreement. If Licensee's use of the Software is found to be greater than contracted for, Licensee will be invoiced for the additional licenses and the unpaid license fees shall be payable in accordance with this Agreement.

5. TAXES AND DUTIES

Licensee shall be responsible for taxes levied on any transaction under this Agreement, including but not limited to all federal, state, and local taxes, levies and assessments, excluding any tax based on Changepoint's income.

6. ASSIGNMENT

Licensee shall not assign or transfer this Agreement, the use of the Software or its rights or obligations under this Agreement without the prior written consent of Changepoint.

7. INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS

(a) In the event an intellectual property right claim is brought against

Licensee for use of the Software, Changepoint agrees to indemnify Licensee, provided Licensee (i) gives Changepoint prompt written notice of such claim, (ii) permits Changepoint to solely defend and/or settle the claim, and (iii) provides reasonable assistance in defending and/or settling the claim. In the defense or settlement of such claim, Changepoint may, at its option (i) obtain for Licensee the right to continue using the Software, (ii) replace or modify the Software so that it avoids such claim, or if such remedies are not reasonably available, (iii) accept the return of the infringing Software and provide Licensee with a refund of the license fees paid for the infringing Software pro-rated equally over a sixty (60) month period from the date of delivery of the Software. Changepoint shall have no liability if the claim is based on (i) an unauthorized modification of the Software or (ii) use of the Software other than as authorized under this Agreement.

License Agreement v2013

(b) This Section 7 states the entire liability of Changepoint, and Licensee’s sole and exclusive remedies, with respect to intellectual property right claims.

8. LIMITED WARRANTIES AND REMEDIES

(a) Changepoint warrants and represents that at the time of delivery and for a period of ninety (90) days thereafter: (i) the Software will operate in substantial accordance with the Documentation, and (ii) the Software media will be free of defects in material and workmanship under normal use.

(b) CHANGEPOINT HEREBY DISCLAIMS, ALL OTHER

WARRANTIES WHETHER WRITTEN, ORAL, EXPRESS OR

IMPLIED, INCLUDING, WITHOUT LIMITING THE

GENERALITY OF THE FOREGOING, THE IMPLIED

WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A

PARTICULAR PURPOSE.

9. LIMITATION OF LIABILITY

(a) EXCEPT AS PROVIDED IN SECTION 7 OF THIS

AGREEMENT, THE ENTIRE LIABILITY OF CHANGEPOINT

AND LICENSEE’S EXCLUSIVE REMEDY FOR DAMAGES

FROM ANY CAUSE RELATED TO OR ARISING OUT OF THIS

AGREEMENT, REGARDLESS OF THE FORM OF ACTION,

WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL

NOT EXCEED THE LICENSE FEES PAID BY LICENSEE FOR

THE SOFTWARE THAT IS THE SUBJECT MATTER OF SUCH

ACTION, PRO-RATED EQUALLY OVER A SIXTY (60) MONTH

STRAIGHT LINE DEPRECIATION AS OF THE DATE OF

DELIVERY OF THE SOFTWARE.

(b) IN NO EVENT WILL CHANGEPOINT BE LIABLE FOR (i)

INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY

OR CONSEQUENTIAL DAMAGES; (ii) LOSS OF OR DAMAGE

TO LICENSEE’S DATA FROM ANY CAUSE, INCLUDING

WITHOUT LIMITATION LOSS OF USE, REVENUES, PROFITS

OR SAVINGS, EVEN IF CHANGEPOINT KNEW OR SHOULD

HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT AS PROVIDED IN SECTION 7 ABOVE, IN NO

EVENT WILL CHANGEPOINT BE LIABLE FOR ANY CLAIMS,

DEMANDS OR ACTIONS, WHETHER IN CONTRACT, TORT

(INCLUDING NEGLIGENCE), OR OTHERWISE, AGAINST

LICENSEE BY ANY THIRD PARTY.

10. MAINTENANCE SERVICE

(a) Maintenance Service will be provided at no additional charge for the period, if any, stated in the applicable Product Schedule(s).

(b) If Licensee is current in the payment of all license and Maintenance Service fees, Changepoint will make available the following Maintenance Service (“Maintenance Service”):

(i) maintain the Software in an operable condition in substantial accordance with the then-current Documentation;

(ii) telephone technical support;

(iii) Changepoint-designated updates and enhancements to the

Software that Changepoint generally makes available without charge to other Licensees of the Software under Maintenance Service; and

(iv) use commercially reasonable efforts to provide correction, replacement or other services for a defect.

(c) Maintenance Service may be automatically renewed on an annual basis unless Licensee provides written notice to Changepoint to discontinue Maintenance Service at least sixty

(60) days prior to the renewal date. If Licensee discontinues Maintenance Service, and thereafter elects to reinstate Maintenance Service, Changepoint’s then-current maintenance rates and terms shall apply. Changepoint reserves the right to suspend Maintenance Service if Licensee fails to pay.

11. DEFAULT

Either party may terminate the Agreement if the other fails to cure a default within thirty (30) days of written notice.

Changepoint may immediately terminate the Agreement for a violation of Changepoint’s intellectual property rights. Any terms of this Agreement which by their nature extend beyond its termination shall remain in effect. Upon termination of this Agreement, Licensee shall immediately either destroy or return the Software to Changepoint and certify in writing to Changepoint that all copies of the Software are no longer in use.

12. CONFIDENTIALITY

(a) Each party will regard any information provided to it by the other party and designated in writing as proprietary or confidential to be confidential (“Confidential Information”). Confidential Information shall also include all information which, to a reasonable person, is of a confidential or proprietary nature. A party will not disclose the other party’s Confidential Information to any third party without the prior written consent of the other party, nor make use of any of the other party’s Confidential Information except in its performance under this Agreement.

Each party accepts responsibility for the actions of its agents or employees and shall protect the other party’s Confidential Information in the same manner as it protects its own valuable confidential information, but in no event shall less than reasonable care be used. The parties expressly agree that the Software and the terms and pricing of this Agreement are the Confidential Information of Changepoint. Licensee will not remove or destroy any proprietary markings or restrictive legends placed upon or contained in the Software. A receiving party shall promptly notify the disclosing party upon becoming aware of a breach or threatened breach hereunder, and shall cooperate with any reasonable request of the disclosing party in enforcing its rights.

(b) Information will not be deemed Confidential Information hereunder if such information: (a) is known prior to receipt from the disclosing party, without any obligation of confidentiality; (b) becomes known to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (c) lawfully becomes publicly known or otherwise publicly available, except through a breach of this Agreement; or (d) is independently developed by the receiving party. The receiving party may disclose Confidential Information pursuant to the requirements of applicable law, legal process or government regulation, provided that it gives the disclosing party reasonable prior written notice to permit the disclosing party to contest such disclosure, and such disclosure is otherwise limited to the required disclosure.

13. NOTICES

Any demand, notice, consent, or other communication required by this Agreement must be given in writing and shall be deemed delivered upon receipt when delivered personally or upon confirmation of receipt following delivery by internationally recognized overnight courier service to the addresses specified on the applicable ordering document (Product Schedule, quote or purchase order).

14. GOVERNING LAW

This Agreement shall be interpreted and enforced in accordance with the laws of the Province of Ontario. Enforcement of this Agreement or any provision herein will be brought exclusively in the state or federal courts located in the Province on Ontatario and the parties agree to submit to the jurisdiction thereof.

15. EXPORT CONTROLS

Licensee acknowledges that this Software is subject to the U.S.

Export Administration Regulations (the “EAR”) and Licensee will comply with the EAR. Licensee shall not export or re-export this Software, directly or indirectly, to: (1) any countries that are subject to US export restrictions; (2) any end user who Licensee knows or has reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, and sounding rockets, or unmanned air vehicle systems; or (3) any end user who has been prohibited from participating in the US export transactions by any federal agency of the US government. In addition, Licensee is responsible for complying with any applicable local laws regarding export or use of this Software.

16. UNITED STATES GOVERNMENT RIGHTS

The Software is a "Commercial Item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), and is comprised of "commercial computer software" and "commercial computer software documentation". If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this License as specified in 48 C.F.R.

12.212 (Computer Software) and 12.211 (Technical Data), as well as Part 27.405(b)(2) of the Federal Acquisition Regulation ("FAR") and its successors. If acquired by or on behalf of any agency within the Department of Defense ("DOD"), the U.S.

Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this License as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement ("DFARS") and its successors. This U.S.

Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses Government rights in computer software or technical data under this License. Any restrictive markings or legends on the software shall not be removed by any party.

17. ENABLEMENT ASSISTANCE

Changepoint retains full rights of ownership and use in: 1) any programs, products or methodologies of Changepoint created by Changepoint prior to or independently of the services contemplated herein (“Pre-existing Works”); and 2) all programs, products, methodologies, processes, techniques, ideas, concepts, trade secrets, and know-how, which may be created or developed in connection with the services and are modifications and/or derivatives of Changepoint’s Pre-existing Works. Licensee must schedule any enablement assistance included on a Product Schedule within twelve (12) months of the order date or will forfeit the right to those services without refund. During the term of enablement assistance and for 12 months thereafter, both parties agree not to solicit or retain any employee of the other party who was engaged with or interacted with the other party pursuant to the enablement assistance The foregoing provision will not prohibit: i) general solicitations of employment in any public media; and ii) any individual responses or hiring decisions thereto.

18. EVALUATION COPY

This section shall only apply if the Software has been provided for Licensee's evaluation of the Software ("Evaluation Copy").

An Evaluation Copy is deemed to be Software subject to all restrictions hereunder with the added restrictions that any such Software shall be considered to be provided for evaluation purposes only, shall not be put into productive use, and shall not be included as part of Licensee’s business processes in any manner, unless and until such software programs are licensed and paid for by Licensee. The Evaluation Copy is provided AS IS, with no warranties, express or implied, for the sole and exclusive purpose of enabling Licensee to evaluate the Software. The Evaluation Copy will automatically time-out at the end of the evaluation period. If Licensee elects to continue to use the Software at the end of the evaluation period, Licensee must contact a Changepoint representative.

19. ENTIRE AGREEMENT

This Agreement is the complete statement of the understanding between the parties, and supersedes all prior proposals and other communications between the parties. Performance of any obligation required by a party hereunder may be waived only by a written waiver signed by an authorized representative of the other party. Failure or delay by either party in exercising any right or remedy will not constitute a waiver. In the event that any provision of this Agreement shall be declared invalid, the entire Agreement shall not fail on its account, and that provision shall be severed, with the balance of this Agreement continuing in full force and effect. The terms and conditions contained in any purchase order issued by Licensee shall be of no force or effect, even if the order is accepted by Changepoint. This Agreement shall supersede all terms of any unsigned, shrink-wrap or click-wrap license included in any package, media or electronic version of the software and any such software shall be licensed under the terms of this Agreement. In the event of a conflict in terms among the Agreement and a Product Schedule, the Product Schedule shall control. Licensee is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between Changepoint and Licensee. Certain Software contains product security measures which may include password protection, anti-copying subroutines or other security measures designed to restrict the installation and/or usage of the Software to the licensed configuration.

Agreed By Changepoint Canada ULC: Agreed By LICENSEE:

Authorized Signature Authorized Signature

Name Name

Title Title

Date Date

Confidential

Changepoint (Canada) ULC 30 Leek Crescent, Suite 300 Richmond Hill, Ontario Canada

Prepared for {Customer Name} Proposed by {Sales Rep Name} Order Number {Order Number}

CHANGEPOINT HOSTED SUBSCRIPTION AGREEMENT

This Changepoint Hosted Subscription Agreement (“Agreement”) is entered into by and between Changepoint (Canada) ULC, a Delaware limited liability company with its principal place of business at the address identified above (“Changepoint”), and {Customer Name} (“Customer”), a {State of Incorporation} {Company Type}, with its principal place of business at the address identified below. This Agreement (which includes the attached Changepoint Terms and Conditions and associated attachments and exhibits) sets forth the terms and conditions under which Changepoint agrees to provide, and Customer agrees to obtain, access to the Changepoint technologies, online services and database described herein.

1. CONSTRUCTION. Capitalized terms (whether in the singular or plural) shall have the meanings assigned in the text of this Agreement, including the initial order set forth in Exhibit B (the “Order”), and its exhibits and addenda.

2. SOFTWARE AS A SERVICE.

2.1 Access. Commencing on the Effective Date of this

Agreement, Changepoint shall make available to Customer the unique instance of the Changepoint software identified in the Order for use by the number of Authorized Users specified in the Order (the “Service”) under the terms of this Agreement. The Service, as initially made available to Customer, shall conform, in all material respects, to the Functionality Specifications in Exhibit A.

2.2 Rights to the Service. Subject to the terms and

conditions of this Agreement, Changepoint hereby grants Customer a non‐exclusive, non‐transferable, worldwide right during the Term to access the Service and permit the number of individual users specified in the Order to use the Service solely for Customer’s own internal business purposes (“Authorized Users”). Unless otherwise specified, the term “quantity” as used in the Order refers to the number of Authorized Users that are permitted to access the associated product or service.

2.3 Updates. At no charge to Customer, Changepoint

shall install on its servers any software updates deemed reasonably necessary to address errors, bugs or other performance issues in the Service (collectively, “Updates”).

Updates (if any) shall be subject to the same terms and conditions of this Agreement.

2.4 Restrictions and Conditions. Customer shall not, directly, indirectly or through its Authorized Users, employees and/or the services of independent contractors:

(a) attempt to sell, transfer, assign, rent, lend, lease, sublicense or otherwise provide third parties rights to the Service; (b) "frame," "mirror,” copy or otherwise enable third parties to use the Service (or any component thereof) as a service bureau or other outsourced service; (c) allow access to the Service by multiple individuals impersonating a single end user; (d) use the Service in a manner that interferes with, degrades, or disrupts the integrity or performance of any Changepoint technologies, services, systems or other offerings, including data transmission, storage and backup; (e) use the Service for the purpose of developing a product or service that competes with the Changepoint online products and services; (f) circumvent or disable any security features or functionality associated with Service; or (g) use the Service in any manner prohibited by law.

2.5 Reservation of Rights. All rights not expressly

granted to Customer are reserved by Changepoint, its suppliers and licensors.

2.6 Return of Hosted Data. If requested by Customer

within thirty (30) days of the expiration or termination of this Agreement, Changepoint shall make available to Customer all Customer data stored within the Service at the time of expiration or termination. Thirty (30) days after termination, Changepoint shall have no further obligation to Customer and may, at its option, permanently delete or destroy the Service and all information and materials contained therein. Changepoint will make transition services available to Customer at Changepoint’s then current rates for such services in order to reasonably assist Customer in transitioning its data into other proprietary formats, however Changepoint does not warrant that the data format used by Changepoint will be the same or directly interoperable with other software used by Customer.

2.7 Delivery of Service and Materials. The Service, and

any updates or maintenance releases thereof, shall be made available only on a hosted basis, and will not be delivered in object code or physical media to Customer. The Service, and any deliverables provided under this Agreement will be delivered only through an electronic transfer.

3. SERVICES. Additional support services, including custom configuration, consulting, report development, training and system integration, may be separately purchased from Changepoint under the terms of an addendum to this Agreement. For clarity, Changepoint has no obligation to support Customer’s own technology, internal infrastructure, provide free training, or provide consulting on customer created content such as views, reports, and configurations or third party technologies and services unless agreed to in writing via an approved sales agreement and or statement of work.

Changepoint Hosted Subscription Agreement

Changepoint Subscription Agreement

4. CUSTOMER OBLIGATIONS.

4.1 Fees and Payment Terms. In consideration of the

rights granted herein, Customer shall pay Changepoint the amounts specified in the Order located in Exhibit B, separately attached and incorporated herein to the Agreement (“Fees”) for the number of Authorized Users permitted to access the Service.

(a) Fees are exclusive of any applicable sales, use, import or export taxes, duties, fees, value‐added taxes, tariffs or other amounts attributable to Customer’s execution of this Agreement or use of the Service (collectively, “Sales Taxes”). Customer shall be solely responsible for the payment of any Sales Taxes. In the event Changepoint is required to pay Sales Taxes on Customer’s behalf, Customer shall promptly reimburse Changepoint for all amounts paid.

(b) All amounts shall be paid to Changepoint within thirty (30) days of receipt of an undisputed invoice.

An invoice shall be deemed undisputed if, within such thirty

(30) day period, Customer fails to notify Changepoint in writing of any disputed amounts.

(c) Fees not paid when due shall be subject to a late fee equal to one and one half percent (1.5%) of the unpaid balance per month or the highest monthly rate permitted by applicable law. Changepoint further reserves (among other rights and remedies) the right to suspend access to the Service. Amounts payable to Changepoint shall continue to accrue during any period of suspension and must be paid as a condition precedent to reactivation, which reactivation is at the sole discretion of Changepoint.

(d) Customer shall pay additional Fees and Sales Taxes in the event the number of actual users exceeds the maximum number of individual end users permitted to use the Service under this Agreement.

(e) All prices and other payment terms are confidential information of Changepoint and Customer agrees not to disclose such information to any third party throughout the Term and for three (3) years thereafter.

(f) Except as otherwise specified in this Agreement, fees are based on services purchased and not actual usage, payment obligations are non‐cancelable, fees paid are non‐refundable, and the scope of the subscription cannot be decreased during the relevant subscription term.

4.2 Compliance with Laws. The Changepoint software

and Service are of U.S. origin. Customer shall adhere to all applicable state, federal, local and international laws and treaties in all jurisdictions in which Customer uses the Service, including all end‐user, end‐use and destination restrictions issued by U.S. and other governments and the U.S. Export Administration Act and its associated regulations. Customer will not upload any data or information to the Service for which Customer does not have full and unrestricted rights. Notwithstanding anything to the contrary in this Agreement or any other agreement between the parties, Customer will not upload any data or information that is subject to government regulation, including without limitation, protected health information regulated under the Health Insurance Portability and Accountability Act of 1996 or sensitive financial information regulated under the Gramm‐Leach‐Bliley Act of 1999.

5. TERM AND TERMINATION.

5.1 Term. Unless otherwise specified in the Order, the

initial term of this Agreement will begin on the Effective Date and shall continue thereafter until the End Date specified in the Order (the “Initial Term”), and shall thereafter automatically renew for additional periods of one

(1) year unless either party provides written notice of its intention not to renew to the other party at least sixty (60) days prior to expiration of the current term (each a “Renewal Term,” and collectively together with the Initial Term, the “Term”). If no End Date is specified in the Order, the End Date will be one year from the Effective Date of this Agreement.

5.2 Termination. Either party may terminate this

Agreement if the other party materially breaches this Agreement and such breach has not been cured within thirty

(30) days of providing notice thereof.

5.3 Effect of Termination. Upon expiration or

termination for any reason, Customer shall discontinue all use of the Service, and return any and all software and documentation provided to Customer by Changepoint.

6. INDEMNIFICATION.

6.1 Customer. Customer shall indemnify and hold

Changepoint, its suppliers and licensors harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with a claim which, if true, would constitute a breach of Customer’s obligations under Section 2 or 4 of this Agreement. In the event Changepoint is required to seek legal remedies to enforce collection of any amounts due under this Agreement, Customer agrees to reimburse for all additional costs associated with collection of that past due amount, including reimbursement of collection and attorney's fees.

6.2 Changepoint. Changepoint shall indemnify and

hold Customer harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out a third party claim that the Service infringes or misappropriates any U.S. patents issued as of the Effective Date or any copyright or trade secret of any third party during the term of this Agreement.

Changepoint shall have no indemnification obligation, and Customer shall indemnify Changepoint pursuant to this Agreement, for claims of infringement arising from the combination of Service with any unique aspects of Customer’s business, for instance Customer’s content, products, services, hardware or business processes, or for any use of the Service or any Changepoint software not expressly authorized herein.

6.3 Process. A party seeking indemnification

hereunder shall promptly notify in writing the other party of any claim for which defense and indemnification is sought.

Each party agrees that it will not, without the other’s prior written consent, enter into any settlement or compromise of any claim that: (a) results, or creates a likelihood of a result, that in any way diminishes or impairs any right or defense that would otherwise exist absent such settlement or compromise; or (b) constitutes or includes an admission of liability, fault, negligence or wrongdoing on the part of the other party. Each indemnifying party has the sole right to control the defense of any claim for which it is providing indemnification hereunder with counsel mutually acceptable to the parties. The indemnified party may, at its own expense, participate in the defense of any such claim.

7. WARRANTY/ LIABILITY/ TOTAL LIABILITY.

Mutual Warranties. Each party represents and warrants to the other that it is duly authorized to execute this Agreement and perform the obligations set forth herein.

7.1 Disclaimer. THE SERVICE AND ANY CHANGEPOINT

TRAINING, INSTRUCTION AND SUPPORT OR OTHER SERVICES

PROVIDED IN CONNECTION WITH THIS AGREEMENT

(COLLECTIVELY, “SERVICES”) ARE PROVIDED STRICTLY ON AN

"AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND

WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR

OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY

IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS

FOR A PARTICULAR PURPOSE, OR SATISFACTORY RESULTS

ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT

PERMITTED BY APPLICABLE LAW BY CHANGEPOINT, ITS

SUPPLIERS AND ITS LICENSORS.

7.2 CUSTOMER ACKNOWLEDGES AND AGREES THAT

SERVICE MAY BE SUBJECT TO INTERRUPTION, LIMITATIONS,

DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF

INTERNET APPLICATIONS AND ELECTRONIC

COMMUNICATIONS. CHANGEPOINT IS NOT RESPONSIBLE

FOR ANY SUCH DELAYS, DELIVERY FAILURES, OR ANY OTHER

DAMAGE RESULTING FROM EVENTS BEYOND

CHANGEPOINT’S REASONABLE CONTROL, WITHOUT REGARD

TO WHETHER SUCH EVENTS ARE REASONABLY FORESEEABLE

BY CHANGEPOINT.

7.3 Limitation. CUSTOMER’S EXCLUSIVE REMEDY AND

CHANGEPOINT’S, ITS SUPPLIERS’ AND LICENSORS’ TOTAL

AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, IN

CONNECTION WITH, OR INCIDENTAL TO THIS AGREEMENT,

WHETHER FOR BREACH OF CONTRACT, BREACH OF

WARRANTY, INDEMNIFICATION OR ANY OTHER CLAIM

SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES

INCURRED BY CUSTOMER, UP TO THE LESSER OF TEN

THOUSAND U.S. DOLLARS ($10,000.00) OR THE AGGREGATE

AMOUNTS PAID BY CUSTOMER AND RECEIVED BY

CHANGEPOINT HEREUNDER. THE EXISTENCE OF MULTIPLE

CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT

WILL NOT ENLARGE OR EXTEND THIS LIMITATION OF

DAMAGES. CUSTOMER HEREBY RELEASES CHANGEPOINT,

ITS SUPPLIERS AND LICENSORS FROM ALL OBLIGATIONS,

LIABILITY, CLAIMS OR DEMANDS IN EXCESS OF THIS

LIMITATION. THE PROVISIONS OF THIS SECTION DO NOT

WAIVE OR LIMIT CHANGEPOINT’S ABILITY TO OBTAIN

INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR BREACH OF

THIS AGREEMENT.

7.4 Exclusion of Certain Damages and Limitations of

Types of Liability. IN NO EVENT WILL CHANGEPOINT BE

LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL,

INDIRECT OR PUNITIVE DAMAGES, OR LOST PROFITS OR

LOST REVENUE ARISING OUT OF OR RELATED TO THE

SUBJECT MATTER OF THIS AGREEMENT OR THE USE OF OR

INABILITY TO USE THE SERVICE. THE FOREGOING

EXCLUSION AND LIABILITY LIMITATIONS APPLY EVEN IF SUCH

PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH

DAMAGES AND EVEN IN THE EVENT OF STRICT OR PRODUCT

LIABILITY.

7.5 Interpretation. The limitations in sections 7.3 and

7.4 are independent of each other. The limitation of damages set forth in section 7.3 shall survive any failure of essential purpose of the limited remedy in section 7.4.

8. NOTICES AND REQUESTS. Either party may give notice to the other party by means of electronic mail to the primary contact designated on the Order or by written communication sent by first class mail or pre‐paid post, either of which shall constitute written notice under this Agreement. In the event Customer desires to increase the number of Authorized Users permitted to use the Service during the Term, Customer may purchase such rights via telephone, facsimile or e‐mail. An e‐mail or other writing from Changepoint confirming such order shall be deemed sufficient to modify the quantity of Authorized Users set forth in the Order. All additional access licenses purchased by Customer during the Term shall be subject to the terms of this Agreement. For clarity, in no event shall any other term or provision of this Agreement be deemed modified, amended or altered as a result of such purchase and all other changes to this Agreement shall be governed by terms of Section 9, below.

9. ADDITIONAL TERMS. With the exception of additional Authorized Users obtained by Customer under Section 8, Changepoint shall not be bound by any subsequent terms, conditions or other obligations included in any Customer purchase order, receipt, acceptance, confirmation or other correspondence from Customer unless expressly assented to in writing by Changepoint and counter‐signed by its authorized agent. The parties may supplement the terms of this Agreement at any time by signing a written addendum, which shall be deemed incorporated by this reference upon execution. The terms of any addendum shall control any conflicting terms in this Agreement. Unless expressly stated otherwise in an applicable addendum, all addenda shall terminate upon the expiration or termination of this Agreement.

10. GENERAL. This Agreement shall be governed by Washington law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction to the contrary, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Seattle, Washington. No joint venture, partnership, employment, agency or exclusive relationship exists between the parties as a result of this Agreement or use of the Service. The failure of Changepoint to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision. All disclaimers, limitations, payment obligations and restrictions of warranty shall survive termination of this Agreement, as well as the provisions of this "General" section shall survive termination of this Agreement. If any part of this Agreement is found to be illegal, unenforceable, or invalid, Customer’s right to use the Service will immediately terminate, except for those provisions noted above which will continue in full force and effect. This Agreement, together with it’s the following exhibits, comprises the entire agreement between Customer and Changepoint and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein:

• EXHIBIT A: FUNCTIONALITY SPECIFICATIONS

• EXHIBIT B: ORDER

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree to enter into this Hosted Subscription Agreement as of the latter of the two signature dates, below (the “Effective Date”).

Acknowledge and Agreed:

{Customer Name}

Signature

Name

Title

Date

Changepoint (Canada) ULC

Name

Title

CHANGEPOINT HOSTED SUBSCRIPTION AGREEMENT

EXHIBIT A

FUNCTIONALITY SPECIFICATIONS

Exhibit B

$ Total Order

Notes Total Price Service End Date Unit Price Quantity Products / Services

CHANGEPOINT HOSTED SUBSCRIPTION AGREEMENT

EXHIBIT B

ORDER FORM

ORDER NUMBER

Customer Information

Company Name:

Bill To:

Primary Contact Name:

Primary Contact Phone:

Primary Contact Email Address:

Ship To:

Changepoint Information

Account Executive:

Customer Success Representative:

Main Telephone: 206.341.9117 Fax: 206.341.9123

Changepoint Offering ‐ Products & Services

Special Invoicing Terms:

Exhibit B

Purchase Order and Accounting Information (The following information is to be completed by the Customer.)

Does the Billing Company require a Purchase Order (PO) for the purchase or payment of the products on this Hosted Subscription Agreement?

Please select*:

[ ] No

[ ] Yes

If yes, please complete the following*:

PO Number

PO Amount

Also, please identify the individual or group who should receive electronic copies of all invoices:

Accounting Contact:*

Name:

Email:

Phone:

*Required.

Approved by GSA XX JAN 2020

End User License Agreement

Redistribution or Rental Not Permitted

These Terms apply to the Codan MT-4E RSS D&D Version 1.7.7.0 (the “Product”).

THE ORDERING ACTIVITY LICENSING THE PRODUCT (“LICENSEE”) IS CONSENTING TO BE A

PARTY TO THIS AGREEMENT AND TO BE BOUND BY ITS TERMS AND CONDITIONS. IF

LICENSEE DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE LICENSEE

MUST NOT INSTALL OR USE THE PRODUCT AND (IF APPLICABLE) THE PRODUCT MUST BE

RETURNED TO THE PLACE WHERE THE LICENSEE OBTAINED IT, FOR A REFUND.

1. License Agreement

In this Agreement “Licensor” shall mean Daniels Electronics Ltd. doing business as Codan Radio Communications (“Codan”) except under the following circumstances:

(a) if Licensee acquired the Product as a bundled component of a third party product or service, then such third party shall be Licensor; and

(b) if any third party software is included as part of the default installation and no license is presented for acceptance the first time that third party software is invoked, then the use of that third party software shall be governed by this Agreement, but the term “Licensor”, with respect to such third party software, shall mean the manufacturer of that software and not Codan.

2. Licensee Grant

Licensor grants Licensee a non-exclusive and non-transferable license to reproduce and use for internal business purposes the executable code version of the Product, provided any copy must contain all of the original proprietary notices. This license does not entitle Licensee to receive from Codan hard-copy documentation, technical support, telephone assistance or enhancements or updates to the Product. Licensee may not customize the Product unless Licensor has given its express written consent, and then only to the extent permitted in the consent, as applicable. Licensee may not redistribute the Product unless Licensee has separately entered into a distribution agreement with Codan.

AMBE+2 TM voice coding technology may be embodied in the communications equipment using the Product and is protected by intellectual property rights including patent rights, copyrights and trade secrets of Digital Voice Systems, Inc. This voice coding technology is licensed solely for use within the communications equipment for which the Product is supplied. The Licensee is expressly prohibited from attempting to extract, remove, decompile, reverse engineer or disassemble the object code or in any other way convert the object code into a human-readable form. Applicable patents include U.S. patent numbers 5,870,405; 5,826,222, 5,754,974; 5,701,390; 5,715,365;

5,649,050; 5,630,011; 5,581,656; 5,517,511; 5,491,772; 5,247,579; 5,226,084 and 5,195,166.

3. Restrictions

Except as otherwise expressly permitted in this Agreement, , Licensee may not:

(a) modify or create any derivative works of the Product or documentation, including translation or localization;

(b) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Product (except to the extent applicable laws specifically prohibit such restriction);

(c) redistribute, encumber, sell, rent, lease, sublicense or otherwise transfer rights to the Product outside of the United States of America and Licensee’s organization;

(d) remove or alter any trade mark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product; or

(e) publish any results of benchmark tests run on the Product to a third party without Codan’s prior written consent.

4. Proprietary Rights

Title, ownership rights and intellectual property rights in the Product shall remain in Codan and/or its suppliers. Licensee acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with Codan’s or its suppliers’ ownership of or rights with respect to the Product. The Product is protected by copyright and other intellectual property laws and by international treaties.

Title and related rights in the content accessed through the Product is the property of the applicable content owner and is protected by applicable law. The license granted under this Agreement gives Licensee no rights to such content.

5. Warranty

. USE OF THE PRODUCT IS ONLY FOR PROGRAMMING THE FREQUENCY 929.0625MHz OF

LICENSEE UR-4E950-00 RECEIVER MODULES. BEGINNING ON THE DATE OF ACCEPTANCE AND

CONTINUING FOR A PERIOD OF SIXTY (60) DAYS, LICENSOR WARRANTS AND IMPLIES THAT THE

SOFTWARE AND PRODUCT DELIVERED TO THE LICENSEE UNDER THE PURCHASE ORDER AND

THIS AGREEMENT ARE MERCHANTABLE AND FIT FOR USE FOR THE PARTICULAR PURPOSE

DESCRIBED IN THE LICENSEE’S PURCHASE ORDER. SHOULD THE PRODUCT PROVE DEFECTIVE IN

ANY RESPECT DURING THE WARRANTY PERIOD, LICENSOR ASSUMES THE ENTIRE COST OF ANY

SERVICE AND REPAIR. THE SECURITY MECHANISMS IMPLEMENTED BY THE PRODUCT HAVE

INHERENT LIMITATIONS, AND LICENSEE MUST DETERMINE THAT THE PRODUCT SUFFICIENTLY

MEETS ITS REQUIREMENTS BEFORE PURCHASING.

6. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR

OR ITS SUPPLIERS OR RESELLERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR

CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT,

INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE,

COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR

LOSSES, EVEN IF ADVISED OF THE…