State of Illinois Chief Procurement Office General Services 1 BOA for Orders Against Master Contracts V.18.1 DoIT Legal – March 2023

ORDERING INFORMATION

Item Description

(manufacturer, model, serial number, feature, etc.) Qty One Time Charge Periodic Charge

Unit Extension Unit Extension 1 200012643-AR2472 Service Cloud- Unlimited EditionSalesforce.com, Inc.

– 200012643- Start Date: 8/1/2026- End Date: 8/31/2026.

650 $.00 $.00

BOA Total: $0.00

STATE OF ILLINOIS BASIC ORDERING AGREEMENT (BOA) for Orders Against Master Contracts The terms and conditions of this BOA, including those terms and conditions set forth in the additional documents referenced below, and any continuation sheets, constitute the entire agreement between the parties with respect to the subject matter of this BOA. State documents will prevail in the event of a conflict between State and Vendor documents. The State shall not be bound by terms and conditions contained in any other document except as attached herein.

CONTACT INFORMATION

Vendor Name: Carahsoft technology Corp Address: 11493 Sunset Hills Road, Suite 100, Reston, VA 20190 Contact: Caroline Mackin Phone #: 571-662-3420 Email: Caroline.Mackin@carahsoft.com Fax #:

State Agency Name: Department of Innovation and Technology Address: 120 W. Jefferson Street, Springfield, IL 62702 Contact: Christopher Werth Phone #: 217-785-6814 Email: Christopher.werth@illinois.gov

Bill To:

Dept of Innovation & Technology Attn: Accounts Payable 120 W. Jefferson Street Springfield, IL 62702 DoIT.AccountsPayable@illinois.gov

Ship To:

Dept of Innovation & Technology 120 W. Jefferson Steet Springfield, IL 62702 Phone: 217-557-1122 DoIT.ITPO.Communications@illinois.gov

CONTRACT INFORMATION

Contract #: P-1938:336 Action: New Acquisition Type: License Payment Cycle: One Time Payment Master Contract # for Terms and Conditions:

18—510CPOGS-CPOGS-P-1938|18CPOGS006

Term:

Begin Date:

8/1/2026

End Date:

8/31/2026

In processing this BOA, Vendor affirms that the Certifications and Financial Disclosures and Conflicts of Interest, if any, as attached to the Master Contract referenced above are true and accurate as of the date of Vendor’s processing of this BOA.

mailto:DoIT.AccountsPayable@illinois.gov mailto:DoIT.ITPO.Communications@illinois.gov

State of Illinois Chief Procurement Office General Services 2 BOA for Orders Against Master Contracts V.18.1 DoIT Legal – March 2023

ADDITIONAL INFORMATION / REFERENCES / ATTACHMENTS

Master Contract # 18-510CPOGS-CPOGS-P-1938| 18CPOGS006 (To the extent that the Master Contract, including any additional licensing/product specific terms or other attachments thereto, expires or terminates, the terms and conditions of the Master Contract shall survive and continue to apply to the products and services being provided under this BOA. Further, the terms and conditions of the Master Contract shall continue to govern beyond the Term of this BOA and throughout the life and duration of the products/licenses and any related services being provided hereunder.); SFDC Terms of Use, executed May 11, 2021; Carahsoft Quote #: 66549367;

SIGNATURES: The undersigned parties agree to these terms and conditions.

Vendor State of Illinois

Signature: N/A State Agency: Department of Innovation and Technology

Printed Name: Signature agency representative:

Title: Printed Name: Brandon Ragle by Chris Brinkmeyer

Date: Title: Secretary, State CIO by Agency Procurement Officer

Date:

State of Illinois

ALL NOTICES TO:

Email: DoIT.ITPO.Communications@Illinois.gov and DoIT.GeneralCounsel@Illinois.gov State of Illinois

Signature agency representative: Signature agency representative:

Printed Name: Printed Name:

Title: Title:

Date: Date:

STATE USE ONLY

Reference Number: R-333463/ P-1938:336 Source Selection Method: Order Against Master Is Financing Needed? No Using Agency Funding Source:

• Fiscal Year: 2027

• Type: State

Approp. Account Code: 304-448-01-1900-00-00-5000 Detailed Expenditure Object Code: N/A IPB Reference Number: 22037768 Award Code: M Original Procurement Method: Other Method of Source Selection IPB Publication Date: 1/19/2016 Subcontractors Utilized? No Subcontractors Disclosed? No mailto:DoIT.ITPO.Communications@Illinois.gov mailto:DoIT.GeneralCounsel@Illinois.gov warren.a.wilke Stamp

SFDC TERMS OF USE

These SFDC Terms of Use (“TOU”) govern Customer’s use of the Services, and are deemed incorporated by reference into the agreement between Customer and Reseller pursuant to which Reseller is reselling the Services to Customer.

1. DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. Affiliate as used herein may also refer to a State of Illinois entity, agency, board, or commission.

“Content” means information obtained by SFDC from publicly available sources or third party content providers and made available to Customer through the Services or pursuant to an Order Form, as more fully described in the Documentation.

“Customer” means the State of Illinois, the entity that has contracted with Reseller to purchase subscriptions to use the Services, subject to the conditions of these TOU. Where Reseller is using the Services for its own purposes, Reseller shall be considered Customer.

“Customer Data” means any electronic data or information submitted by or for Customer to the Services, excluding Content and Non-SFDC Applications. Customer Data shall be subject to and handled in accordance with all protections and provisions related to confidentiality and security in the State of Illinois Basic Ordering Agreement.

For clarity, the Customer Data clause in the Order Form Supplement for MuleSoft Software is not intended to abrogate any of SFDC’s obligations with respect to Customer Data; Customer Data submitted to the cloud offerings (including to the cloud management plane associated with the Customer’s use of the Software) is Customer Data under the Agreement (as may be further defined in a price quotation or Order Form) and is subject to all rights and obligations thereunder.

“Documentation” means the applicable Service’s Trust and Compliance documentation, and its usage guides and policies, as updated from time to time, accessible via help.salesforce.com or login to the applicable Service. For the avoidance of doubt, the Documentation is not intended to place any additional legal obligations on Customer. To the extent that the Documentation contains content that purports to impose legal obligations on Customer, such language is not binding on or applicable on Customer.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Marketplace” means an online directory, catalog or marketplace of applications that interoperate with the Services, including, for example, the AppExchange at http://www.salesforce.com/appexchange, or the Heroku add-ons catalog at https://addons.heroku.com/, and any successor websites. For the avoidance of doubt, the Marketplace is not intended to place any additional legal obligations on Customer. To the extent that the Marketplace contains content that purports to impose legal obligations on Customer, such language is not binding on or applicable on Customer.

“Non-SFDC Application” means a Web-based, mobile, offline or other software application functionality that interoperates with a Service, that is provided by Reseller, Customer, or a third party and/or listed on a Marketplace including as Salesforce Labs or under similar designation. Non-SFDC Applications, other than those obtained or provided by Customer, will be identifiable as such.

“Order Form” means the State of Illinois Basic Ordering Agreement specifying the Services to be provided under the agreement between Customer and Reseller (which incorporates these TOU by reference), including any addenda, supplements, or additional product specific terms for the Services as required and agreed upon by Customer and SFDC.

“Reseller” means Carahsoft Technology Corporation, the entity that has contracted directly with SFDC to resell Services to its Customers and the entity that has contracted directly with Customer for the sale of a subscription to Services.

“SFDC” means salesforce.com, inc., a Delaware corporation with its principal place of business at Salesforce Tower, 415 Mission Street, 3rd Floor, San Francisco, California 94105, and includes MuleSoft, LLC.

“Services” means the products and services that are ordered by Customer under an Order Form and made available online by SFDC including associated offline or mobile components, as described in the Documentation. “Services” exclude Content and Non-SFDC Applications.

https://help.salesforce.com/apex/HTViewSolution?urlname=Trust-and-Compliance-Documentation&amp%3Blanguage=en_US http://www.salesforce.com/appexchange https://addons.heroku.com/

“User” means an individual who is authorized by Customer to use a Service for the benefit of Customer, for whom Customer has purchased a subscription, and to whom Customer (or, when applicable, SFDC at Reseller’s request), has supplied a user identification and password. Users may include, for example, Customer’s employees, consultants, contractors and agents, and third parties with which Customer transacts business.

2. USE OF SERVICES AND CONTENT

2.1. Subscriptions. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by SFDC regarding future functionality or features.

2.2. Usage Limits. Services and Content are subject to usage limits specified in Order Forms or the Documentation.

2.3. Use by Affiliates. Subject to the terms and conditions of the Terms of Use and Order Form, Customer’s Affiliates may use the licenses granted to Customer, provided that: (a) such use is only for the aggregate benefit of Customer and its Affiliates; (b) each such Affiliate shall comply with the terms and conditions of these TOU and of the Order Form; (c) Customer provides Carahsoft or MuleSoft advance written notice of each such Affiliate usage;

and (d) use of the software by all Affiliates and Customer in the aggregate must be within the restrictions in the applicable Order Form.

2.4. Customer Responsibilities Customer’s Users shall comply with the TOU, Order Forms, and the Documentation, and Customer shall use commercially reasonable efforts to ensure compliance. Customer will (a) be responsible for the accuracy, quality, and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Services, and the interoperation of any Non-SFDC Applications with which Customer uses Services or Content, (b) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify SFDC or Reseller promptly of any such unauthorized access or use, (c) use the Services only in accordance with these TOU, the Documentation, the Acceptable Use and External Facing Services Policy at https://www.salesforce.com/ company/legal/agreements.jsp, Order Forms and applicable laws and government regulations, and (d) comply with terms of service as agreed to by Customer of any Non-SFDC Applications with which Customer uses Services or Content. For the avoidance of doubt, these policies are not intended to place any additional legal obligations on Customer. To the extent that any content or language in these policies purports to impose legal obligations on Customer, such content or language is not binding on or applicable on Customer. Any use of the Services in material breach of the foregoing by Customer or Users that in SFDC’s reasonable judgment threatens the security, integrity or availability of SFDC’s services, may result in SFDC’s suspension of the Services; however SFDC shall promptly provide Customer with written notice and a reasonable opportunity to remedy such violation or threat prior to any such suspension.

2.5. Usage Restrictions. Customer will use commercially reasonable efforts to not (a) make the Services or Content available to anyone other than Customer or Users, or use Services or Content for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Order Form or the Documentation, (b) sell, resell, license, sublicense, distribute, make available, rent or lease the Services or Content to non- Customer/non-State-of-Illinois entities, (c) use the Services or Non-SFDC Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services or Non-SFDC Applications to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, (f) attempt to gain unauthorized access to the Services or Content or their related systems or networks, (g) permit direct or indirect access to or use of Services or Content in a way that circumvents a contractual usage limit, or use the Services to access or use any of SFDC’s intellectual property except as permitted under these TOU, an Order Form, or the Documentation, (h) modify, copy, or create derivative works based on a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Customer's own intranets or otherwise for its own internal business purposes or as permitted in the Documentation, and (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile Services or Content, or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent.

2.6. Removal of Content and Non-SFDC Applications. If Customer receives written notice that Content or a Non-SFDC Application must be removed, modified and/or disabled to avoid violating applicable law, third-party rights, or the Acceptable Use and External Facing Services Policy, Customer will use commercially reasonable efforts to promptly do so. If Customer does not take required action in accordance with the above or if in SFDC’s reasonable judgment continued violation is likely to reoccur, SFDC may, upon prior written notice to Customer, disable the applicable Content, Service and/or Non-SFDC Application until the potential violation is resolved; SFDC shall work in good faith with Customer to resolve the potential violation as soon as possible and shall disable the https://www.salesforce.com/company/legal/agreements.jsp applicable Content, Service and/or Non-SFDC Application only as a last resort and only to the extent necessary to avoid the potential violation. If requested by SFDC, Customer shall confirm such deletion and discontinuance of use in writing and, with Customer’s written consent, SFDC shall be authorized to provide a copy of such confirmation to any such third party claimant or governmental authority, as applicable. In addition, if SFDC is legally required by any third party rights holder to remove Content, or receives reliable information that Content provided to Customer may violate applicable law or third-party rights, SFDC may, upon prior written notice to Customer, discontinue Customer’s access to Content through the Services; SFDC shall work in good faith with Customer to resolve the potential violation as soon as possible and shall discontinue the applicable Content, Service and/or Non-SFDC Application only as a last resort and only to the extent necessary to avoid the potential violation.

3. NON-SFDC PRODUCTS AND SERVICES

3.1. Non-SFDC Products and Services. SFDC or third parties may make available (for example, through a Marketplace or otherwise) third-party products or services, including, for example, Non-SFDC Applications and implementation and other consulting services. Any acquisition by Customer of such products or services, and any exchange of data between Customer and any Non-SFDC provider, product or service is solely between Customer and the applicable Non-SFDC provider. SFDC does not warrant or support Non-SFDC Applications or other non- SFDC products or services, whether or not designated by SFDC, unless expressly provided otherwise in an Order Form. SFDC is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Non-SFDC Application or its provider.

3.2. Integration with Non-SFDC Applications. The Services may contain features designed to interoperate with Non-SFDC Applications. SFDC cannot guarantee the continued availability of such non-SFDC-related Service features, and may, upon prior written notice to Customer, cease providing them, if for example and without limitation, the provider of a Non-SFDC Application ceases to make the Non-SFDC Application available for interoperation with the corresponding Service features in a manner acceptable to SFDC. In such event, Customer may terminate the applicable Order Form and agreement in accordance with the terms therein and without any further obligation or penalty.

4. PROPRIETARY RIGHTS AND LICENSES

4.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, SFDC, its Affiliates, its licensors and Content providers reserve all rights, title and interest in and to the Services and Content, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

4.2. Access to and use of Content. Customer has the right to access and use applicable Content subject to the terms of applicable Order Forms, these TOU and the Documentation. Customer Data shall only be accessed upon Customer’s prior written consent. Customer Data shall be encrypted at rest and in transit.

4.3. Use of Customer Data and Applications. SFDC may use Customer Data, any Non-SFDC Applications and program code created by or for Customer using the Services or for use by Customer with the Services, and Customer Data, each solely as reasonably necessary for SFDC to provide and ensure proper operation of, the Services and associated systems in accordance with these TOU and the Documentation. If Customer chooses to use a Non-SFDC Application with a Service, then with Customer’s prior written consent, SFDC may allow the Non- SFDC Application and its provider to access Customer Data solely as reasonably required for the interoperation of that Non-SFDC Application with the Service. SFDC acquires no right, title or interest from Customer under these TOU in or to any Customer Data, Non-SFDC Application or such program code.

4.4. Feedback. SFDC and may use and incorporate into its services any suggestions or other feedback provided by Customer or its Users, relating to the operation of SFDC’s or its Affiliates’ services.

5. TERM AND TERMINATION

5.1. Termination of the Services. Termination terms are set forth in the State of Illinois Basic Ordering Agreement.

6. WARRANTY

SFDC warrants that during an applicable subscription term (a) this agreement, the quotes and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (b) SFDC will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, and (d) subject to the “Integration with Non-SFDC Applications” section above, SFDC will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Customer’s remedies are those described in the “Term and Termination” section above. Additional warranty terms are set forth in the State of Illinois Basic Ordering Agreement.

7. INDEMNIFICATION

SFDC shall indemnify and hold harmless Customer, its agencies, officers, employees, agents, and volunteers from any and all costs, demands, expenses, losses, claims, damages, liabilities, settlements, and judgments, including in-house and contracted attorneys’ fees and expenses, arising out of: (a) any breach or violation by SFDC of any of its certifications, representations, warranties, covenants, or agreements; (b) any actual or alleged death or injury to any person, damage to any real or personal property, or any other damage or loss claimed to result in whole or in part from SFDC’s negligent performance; (c) any act, activity or omission of SFDC or any of its employees, representatives, subcontractors, or agents; or (d) any actual or alleged claim that the services or goods provided under this contract infringe, misappropriate, or otherwise violate any intellectual property (patent, copyright, trade secret, or trademark) rights of a third party. In accordance with Article VIII, Section 1(a), (b) of the Constitution of the State of Illinois and 1973 Illinois Attorney General Opinion 78, Customer may not indemnify private parties absent express statutory authority permitting the indemnification.

8. LIABILITY

Neither party shall be liable for incidental, special, consequential, or punitive damages.

9. SUPPORT

Customer acknowledges and agrees that all support inquiries and matters must be made through SFDC. As Customer support requests will come directly to SFDC, Reseller should not have access to Customer’s instance of the SFDC Services, including without limitation, Customer Data, for the purposes of providing such support.

Notwithstanding the foregoing, should Reseller be granted access to Customer’s instance of SFDC Services and any Customer Data for any reason, Customer hereby consents to such access by Reseller. Any additional access required by Reseller and requested by Customer shall be agreed to by the parties.

10. GENERAL

10.1. Notice. Any notices that SFDC is required to provide to customers under the Documentation shall be provided by SFDC to the Reseller or Customer based on the circumstances and designated contact information for notices available to SFDC in the Services.

10.2. Waiver. No failure or delay by SFDC in exercising any right under these TOU will constitute a waiver of that right.

10.3. Severability. If any provision of these TOU is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of these TOU will remain in effect.

10.4. Further Contact. Subject to applicable laws and regulations, SFDC may contact Customer regarding new SFDC service features and offerings.

10.5. Third Party Beneficiary. Subject to the requirements and limitations of any and all applicable laws, regulations, and required legal frameworks, including but not limited to the Constitution of the State of Illinois, the Illinois Procurement Code (30 ILCS 500), the Illinois Court of Claims Act (705 ILCS 505), the State Lawsuit Immunity Act (745 ILCS 5), and 1973 Illinois Attorney General Opinion 78, SFDC may be considered a third party beneficiary as relates solely to the usage restrictions stated in these TOU.

10.6. Customer Communication with Reseller. Customer shall communicate directly with Reseller for any contractual terms and additions.

10.7. Titles and Headings. Titles and headings of sections of this TOU are for convenience only and shall not affect the construction of any provision of this TOU.

Carahsoft Technology Corporation State of Illinois

Signed by: Signed by: _________________________________

Name (print): Stephen Dickerson Name (print): _____________________________

Title: Sales Manager Title: ______________________________________

Date: 4/30/2021 Date: __ ___________________________________

Reviewed as to Legal Clause Sufficiency

KLS 4/30/21

Jennifer Ricker

Acting Secretary/CIO

5/11/21

CONTACT INFORMATION