MAS - Priority 5 Holdings Inc. - GS35F0152X

Rev. 2023.05.05

General Services Administration Federal Supply Service

Authorized Federal Supply Schedule Price List

MULTIPLE AWARD SCHEDULE – MAS

CONTRACT NUMBER: GS-35F-0152X

CONTRACT PERIOD: December 28, 2020 through December 27, 2025

Address: 75 Second Ave., Suite 450, Needham MA 02494 Phone: (617)-391-9504 Website: www.priority5.com Contract Administrator: Ginny Friedman Email: ginny@priority5.com Business Size: Small Business

PRICELIST CURRENT THROUGH: Modification 58 dated July 3, 2023

CONTRACTOR INFORMATION

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

SIN 511210 Term Software License and Maintenance as a Product SIN 51451S Information Technology Professional Services

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

Not Applicable

1c. HOURLY RATES: See Section 29, below.

2. MAXIMUM ORDER:

See NOTE TO ORDERING ACTIVITIES (below):

511210 $500,000

51451S $500,000

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

3. MINIMUM ORDER: $100

4. GEOGRAPHIC COVERAGE:

United States of America and Territories

5. POINT(S) OF PRODUCTION:

Needham, Massachusetts USA

6. DISCOUNT FROM INTERNAL RATE:

The GSA Net Prices published on the GSA Advantage website reflect the fully burdened price. The negotiated discount has been applied and the Industrial Funding Fee has been added.

7. QUANTITY DISCOUNT:

None

8. PROMPT PAYMENT TERMS:

Net 30 Days

9. GOVERNMENT PURCHASE CARD:

Accepted for sales at or below the micro-purchase threshold.

Acceptance for purchases above the micro-purchase threshold will be determined on a procurement-by-procurement basis.

10. FOREIGN ITEMS:

11a. TIME OF DELIVERY:

SIN 511210 Thirty (30) days After Receipt of Order

SIN 51451S Negotiated at the Task Order Level with the Ordering Activity.

11b. EXPEDITED DELIVERY:

Please contact the Contractor for availability and rates.

11c. OVERNIGHT AND 2-DAY DELIVERY:

Please contact the Contractor for availability and rates.

11d. URGENT REQUIREMENTS:

Agencies can contact the Contractor’s representative to affect a faster delivery.

Customers are encouraged to contact the contractor for the purpose of requesting accelerated delivery.

12. FOB POINT:

Destination

13a. ORDERING ADDRESS:

Ginny Friedman Director, Business Operations Priority 5 Holdings, Inc.

75 Second Avenue, Suite 450 Needham MA 02494 617-391-9504 (telephone) 781-400-5607 (facsimile) ginny@priority5.com

13b. ORDERING PROCEDURES:

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

14. PAYMENT ADDRESS:

Ginny Friedman Director, Business Operations Priority 5 Holdings, Inc.

75 Second Avenue, Suite 450 Needham MA 02494 617-391-9504 (telephone) 781-400-5607 (facsimile) ginny@priority5.com

15. WARRANTY PROVISION:

SIN 511210 see TACCS™ License Agreement, Sections 10, 22(i) SIN 511210-Per FAR as applicable SIN 54151S Delivered, As Negotiated

16. EXPORT PACKING CHARGES:

17. TERMS AND CONDITIONS OF GOVERNMENT PURCHASE CARD

ACCEPTANCE:

Please contact the Contractor for terms and conditions of acceptance.

18. TERMS AND CONDITIONS OF RENTAL, MAINTENANCE, AND

REPAIR (IF APPLICABLE):

19. TERMS AND CONDITIONS OF INSTALLATION:

20. TERMS AND CONDITIONS OF REPAIR PARTS INDICATING DATE

OF PARTS PRICE LISTS AND ANY DISCOUNTS FROM LIST PRICES

(IF AVAILABLE):

Not Applicable

20a. TERMS AND CONDITIONS FOR ANY OTHER SERVICES:

21. LIST OF SERVICE AND DISTRIBUTION POINTS:

22. LIST OF PARTICIPATING DEALERS:

23. PREVENTIVE MAINTENANCE:

None

24a. SPECIAL ATTRIBUTES SUCH AS ENVIRONMENTAL ATTRIBUTES (e.g. recycled content, energy efficiency, and/or reduced pollutants):

None

24b. SECTION 508 COMPLIANCE FOR ELECTRONIC and

INFORMATION TECHNOLOGY:

Please refer to https://priority5.com/wp-content/uploads/2020/01/VPAT-2019.pdf about:blank about:blank

25. DUNS NUMBER:

791413227

26. NOTIFICATION REGARDING REGISTRATION IN SYSTEM FOR

AWARD MANAGEMENT (SAM) DATABASE:

Contractor has an Active Registration in the SAM database.

27. LABOR CATEGORY DESCRIPTIONS

The Contractor provides programming services to develop custom plug-ins to configure TACCS™ for specific customer applications. This work is performed on either a negotiated firm fixed price (preferred), or labor/hours basis based on the following labor categories and rates:

Sr VP/Sr Project Manager/Senior Subject Matter Expert Description: Considered an expert/authority in their discipline typically with an advanced degree and 15+ years experience, a bachelor’s degree with 17+ years experience or equivalent, or recognized expertise resulting from extensive field experience; supervises the development and application of advanced concepts, techniques and standards; develops solutions to complex problems requiring a high degree of ingenuity and innovation; self-supervisory, serving as a consultant to top management; erroneous decisions would result in failure to achieve goals critical to major objectives of the organization; prime consultant and spokesperson for the organization on highly significant matters relating to policies, programs, capabilities, and long-range goals and objectives; managerial/leadership experience or necessary skills.

VP/Project Manager/ Subject Matter Expert Description: Considered an expert/authority in their discipline typically with an advanced degree and 12+ years experience, a bachelor’s degree with 14+ years experience or equivalent, or recognized expertise resulting from extensive field experience; develops and applies advanced concepts, techniques and standards; develops solutions to complex problems requiring a high degree of ingenuity and innovation; works under consultative direction toward long-range goals and objectives; virtually self-supervisory, often serving as a consultant to top management; erroneous decisions would result in failure to achieve goals critical to major objectives of the organization; prime consultant and spokesperson for the organization on highly significant matters relating to policies, programs, capabilities, and long-range goals and objectives; managerial/leadership experience or necessary skills.

Senior Engineer/Senior Programmer/Subject Matter Expert Description: Emerging authority typically with an advanced degree and 7+ years experience or bachelors with 9+ years experience or equivalent; applies extensive expertise; solves complex problems that require the regular use of ingenuity and creativity; work is performed without appreciable direction and is reviewed for desired results at relatively long intervals;

erroneous decisions would normally result in failure to achieve major organizational objectives or in the expenditure of extensive company resources; may function in project leadership roles and represents the organization as prime customer contact on significant technical matters on contracts.

Engineer/Programmer Description: Career level individual typically with an advanced degree and 3+ years experience or bachelors with 5+ years experience or equivalent; capable of wide application of principles, theories, and concepts in designated field and able to provide solutions to a wide range of difficult problems with imaginative and thorough solutions; works under general direction, and results are reviewed upon completion for adequacy in meeting objectives; failure to achieve results normally results in serious program delays and considerable expenditure of resources; frequent internal and external customer contacts and represents the organization in providing solutions to difficult technical or business issues associated with specific projects.

Analyst/Senior Admin Description: Entry-level to experienced, but still a learner typically with an advanced degree and 0-1+ year experience or bachelor’s degree and 0-3+ years experience or equivalent; solves problems of limited to moderate scope and complexity, work is closely supervised following established policies and procedures or under very general supervision; contacts are primarily with immediate supervisor and within company or group but may be external as well; errors in judgment would normally require a moderate expenditure of resources to rectify.

Standard Terms and Conditions for Professional Software Services

PRIORITY 5 HOLDINGS, INC.

STANDARD TERMS AND CONDITIONS FOR PROFESSIONAL SOFTWARE SERVICES

These terms and conditions are applicable to all Priority 5 software services.

1. Support Obligation. Priority 5 shall use commercially reasonable efforts, and shall exercise the degree of skill and care customarily exercised by providers of computer software and software support, in rendering professional software services.

2. Current Release; No Default. Priority 5 will not be obligated to provide any software services (i) for any installation of TACCS™ or any TACCS™ Plug-In that does not incorporate all previously distributed upgrades and updates for the release included in such installation; (ii) for any installation bearing a release designation that is not the current release designation or the preceding release designation; or (iii) for any installation that is not subject to a license that is in full force and effect and without a default existing thereunder.

3. Disclaimer of Warranty. PRIORITY 5 EXPRESSLY DISCLAIMS ALL REPRESENTATIONS

AND WARRANTIES OF WHATEVER NATURE, EXPRESS OR IMPLIED, INCLUDING BUT NOT

LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A

PARTICULAR PURPOSE OR NON-INFRINGEMENT, REGARDING ANY SOFTWARE PREPARED

IN SATISFACTION OF ITS OBLIGATIONS HEREUNDER. The sole remedy for any defect in the professional services being provided by Priority 5 shall be the replacement or repair of such defect or, at the election of Priority 5, the return of any fee paid for such professional services.

4. Limitation of Liability. UNLESS OTHERWISE PROVIDED BY LAW, IN NO EVENT SHALL

PRIORITY 5 BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL,

PUNITIVE OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION,

DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS

INFORMATION OR OTHER PECUNIARY LOSS) ARISING OUT OF ANY DEFECT OR DEFICIENCY IN

PROVIDING PROFESSIONAL SERVICES, EVEN IF PRIORITY 5 HAS BEEN ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE

EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES,

THE ABOVE LIMITATION MAY NOT APPLY IN EACH INSTANCE. IN NO EVENT SHALL THE

TOTAL LIABILITY OF PRIORITY 5 FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION

EXCEED THE AMOUNT OF THE PROFESSIONAL SERVICE FEES PAID TO PRIORITY 5 ON

ACCOUNT OF SUCH PROFESSIONAL SERVICES.

5. Severability of Actions. EACH LIMITATION OF DAMAGES, DISCLAIMER OF WARRANTIES

OR LIMITATION OF REMEDIES SET FORTH HEREIN IS SEVERABLE AND INDEPENDENT, AND

SHALL BE ENFORCED INDEPENDENTLY OF ANY OTHER PROVISION.

6. General Provisions. Any agreement for professional services shall be construed and enforced in accordance with and governed by the laws of the Commonwealth of Massachusetts; and any action or proceeding brought to enforce any term or condition of any such agreement or to seek any damages on account of a breach of any such agreement and any other action or proceeding brought with respect to any such agreement or any acts relating thereto shall be brought exclusively in the Superior Court of Massachusetts, Suffolk County, or in the United States District Court for the District of Massachusetts.

28. DESCRIPTION OF SOFTWARE LICENSES AND SERVICES

The TACCS™ software suite is licensed for use by specified numbers of concurrent users under annual or multi-year term license agreements (Priority 5 no longer offers perpetual licenses). Its users access the software through virtual private networks using devices that host web browser technology (mobile users) or that host a downloaded client software program (workstation users). The TACCS™ Enterprise Server may be hosted by the licensee on premises or in a remote hosting environment, or may be hosted by Priority 5 in a public or private cloud hosting environment.

Base Installation 10 Users, One Year, Priority 5 or Licensee managed hosting; up to 2 concurrent Users may access using TACCS™ Workstation software.

This license entitles two authorized users to concurrently access TACCS™ Enterprise Server software using TACCS™ Workstation software. The TACCS™ Enterprise Server software, when installed in a computing environment consistent with Priority 5’s specifications and with appropriate network availability, enables TACCS™ Workstation users to access all of its functionalities and enables the TACCSMobile™ users to access selected functionalities.

TACCS™ Workstation may be obtained by authorized users by a download of the software from the TACCS™ Enterprise Server software. During the term of the license, the user is entitled to receive updates, upgrades and support for the software as described in the applicable Priority 5 license agreement.

Additional User Users 11-40, One Year, Priority 5 or Licensee managed hosting;1 additional concurrent access using TACCS™ Workstation software per each additional 15 users.

This license entitles additional, individual concurrent users, not in excess of 30 in number, to access the TACCS™ Enterprise Server software for a period of one year. The license may not be purchased except in conjunction with or addition to the purchase of a license for the Base Installation of 10 concurrent users. A TACCS Mobile™ user has access to the TACCS™ Enterprise Server software to use functionalities that are made available for users who do not need or are not permitted to access the full range of capabilities of the server software.

Additional User Users 41-100, One Year, Priority 5 or Licensee managed hosting;1 additional concurrent access using TACCS™ Workstation software per each additional 30 users.

This license entitles additional, individual concurrent users, not in excess of 60 in number, to access the TACCS™ Enterprise Server software for a period of one year. The license may not be purchased except in conjunction with or addition to the purchase of a license for the Base Installation of 10 concurrent users and licenses for 30 TACCS™ Additional Concurrent Users.

A TACCSMobile™ user has access to the TACCS™ Enterprise Server software to use functionalities that are made available for users who do not need or are not permitted to access the full range of capabilities of the server software.

Additional User Users in excess of 100, One Year, Priority 5 or Licensee managed hosting This license entitles additional, individual concurrent users, not in excess of 5,000 or such greater number as may be determined by Priority 5, to access the TACCS™ Enterprise Server software for a period of one year. The license may not be purchased except in conjunction with or addition to the purchase of a license for the Base Installation of 10 concurrent users and licenses for 90 TACCS™ Additional Concurrent Users. A TACCSMobile™ user has access to the TACCS™ Enterprise Server software to use functionalities that are made available for users who do not need or are not permitted to access the full range of capabilities of the server software.

TACCS™ Executive Dashboard One Year, Priority 5 or Licensee managed hosting; available at any time, required after 100 users This license entitles users who are otherwise entitled to access and use the TACCS™ Enterprise Server software to access and use the Executive Dashboard feature. The license may be purchased at any time in conjunction with or after the purchase of the Base Installation of 10 concurrent users, but must be purchased in conjunction with the purchase of any licenses for 100 users. A user of the TACCS™ Executive Dashboard has access to graphics and analytics products.

One Additional concurrent access using TACCS Workstation Software One Year, Priority 5 or Licensee managed hosting This license entitles one authorized user to access TACCS™ Enterprise Server software concurrently using TACCS™ Workstation software. TACCS™ Workstation software, when installed in a computing environment consistent with Priority 5’s specifications and with appropriate network access, enables its user to access all of the functionalities of the TACCS™ Enterprise Server software. Multiple TACCS™ Workstation users may access the same TACCS™ Enterprise Server software for joint or independent use.

TACCS™ Consequence Analysis Module One Year, Priority 5 or Licensee managed hosting This license entitles all authorized concurrent users of TACCS™ Workstation Software, within the number authorized by license, to access the consequence analysis features of the

Consequence Analysis Module software. The Consequence Analysis Module software may not be purchased except simultaneously with, or for use as an additional component to an already-purchased installation of, TACCS™ Enterprise Server software. The Consequence Analysis Module software is installed with a TACCS Enterprise Server software.

One Additional TACCS™ Consequence Analysis Workgroup One Year, Priority 5 or Licensee managed hosting; only used with TACCS™ Consequence Analysis Module by current users This license entitles all authorized concurrent users of TACCS™ Workstation Software, within the number authorized by license, to access the consequence analysis features of the software in an additional Consequence Analysis Module. An additional Consequence Analysis Module software may not be purchased except simultaneously with, or TACCS™, or for use as an additional component to an already-purchased installation of, Consequence Analysis Module software for use on the same TACCS™ Enterprise Server installation.

29. SOFTWARE AND LABOR CATEGORY PRICING

SIN 511210 - TERM SOFTWARE LICENSES

Product Government Price Including IFF (0.75%)

Base Installation, 10 Users, One Year, Priority 5 or Licensee managed hosting; up to 2 concurrent Users may access using TACCS™ Workstation software.

$48,241.81

Users 11-40, One Year, Priority 5 or Licensee managed hosting;1 additional concurrent access using TACCS™ Workstation software per each additional 15 users.

$1,809.07

Users 41-100, One Year, Priority 5 or Licensee managed hosting;1 additional concurrent access using TACCS™ Workstation software per each additional 30 users.

$603.02

Users in excess of 100, One Year, Priority 5 or Licensee managed hosting.

$301.51

TACCS™ Executive Dashboard, One Year, Priority 5 or Licensee managed hosting; available at any time, required after 100 users

$10,251.39

One Additional concurrent access using TACCS Workstation Software, One Year, Priority 5 or Licensee managed hosting

$1,809.07

TACCS™ Consequence Analysis Module, One Year, Priority 5 or Licensee managed hosting

$60,302.27

Additional TACCS™ Consequence Analysis Workgroup, One Year; Priority 5 or Licensee managed hosting; only used with TACCS™ Consequence Analysis Module by current users

$15,075.57

SIN 51451S - INFORMATION TECHNOLOGY PROFESSIONAL SERVICES

Labor Category Government Price

Including

IFF (0.75%)

Senior Vice President/Senior Project Manager/Senior Subject Matter Expert

$229.71

Vice President/Project Manager/Subject Matter Expert $191.44

Senior Engineer/Senior Programmer/Subject Matter Expert Engineer

$153.15

Engineer/Programmer $124.43

Analyst/Senior Admin $95.72

Admin $62.22

30. TACCS™ License Agreement

Each copy of a component of the Software is controlled by the U.S. Government and is subject to an Encryption Licensing Arrangement (D11613902). Each such copy is authorized for export only in accordance with applicable law. No Software may be resold, transferred, or otherwise disposed of, to any other country or to any person other than Licensee, either in its original form or after being incorporated into other items, without first obtaining approval from the U.S. government or as otherwise authorized by U.S. law and regulations.

The Licensed Products are provided to the U.S. Government only as commercial items. Consistent with FAR §12.212 and the Contract Document, all U.S. Government end-users acquire the Licensed Products only with those rights and restrictions as set forth herein, as and to the extent modified by MAS Contract No. GS-35F- 0152X, as the same may be amended from time to time.

LICENSE AGREEMENT

License Agreement, dated as of the date set forth below (as the same may be amended from time to time, this “Agreement”), between Licensee, as such term is defined below, and Priority 5 Holdings, Inc., a Delaware corporation (“Priority 5”) having an address at 75 Second Avenue, Suite 450, Needham, MA 02494.

TERMS AND CONDITIONS

1. This Agreement.

(a) This Agreement contains the terms and conditions that govern the reproduction and use of all or a portion of a suite of software products known under the name of the “Touch Assisted Command and Control System,” or “TACCS™” (as further described below, the “Software”), by any person accessing the Software.

(b) This Agreement is being provided in connection with the General Services Administration Federal Supply (MAS) Contract No. GS-35F-0152X and Authorized Catalogue Schedule/Price List (the foregoing MAS Contract No. GS-35F- 0152X, as amended from time to time, the “MAS Contract”). An ordering activity under the MAS Contract, which may be an agency or instrumentality of the United States Government or another entity entitled to issue purchase the Software under the Contract Document (each, a “Licensee”) shall become bound by the terms and conditions of this Agreement (i) effective as of the date of its issuance of a purchase order under the MAS Contract for any Software, (ii) effective as of the date of its granting of an award for the acquisition under the MAS Contract of any Software, or (iii) effective upon its execution and delivery of a contract for the licensing of any Software to which the pricing terms of the MAS Contract apply, such purchase order, award or contract being referred to as a “Purchase Order.” Notwithstanding the foregoing, this Agreement may be incorporated by reference in a contract that is not the MAS Contract, in which case references to the MAS Contract in this Agreement shall be deemed to be references to such contract and not to the MAS Contract, and any other terms and conditions of MAS Contract not contained in such contract shall not be applicable to such contract.

(c) This Agreement applies to any Software, whether downloaded as a client in a client/server architecture or as a mobile application, or whether installed in an on-premises deployment, in a software-as-a-service deployment, in a deployment on a hosting facility under the control of Licensee, as part of a deployment in a back-up, mirror, staging or other non-production environment, or in another deployment of any nature.

(d) The MAS Contract contains a provision that resolves inconsistencies between the MAS Contract, any Purchase Order and this Agreement by giving precedence to various terms and conditions of each of such documents in a particular order. If there is any such inconsistency among the terms and conditions of the MAS Contract, any Purchase Order and this Agreement, such inconsistency shall be resolved by giving precedence to such terms and conditions in the manner prescribed in the MAS Contract. The MAS Contract also contains a provision that renders certain terms and conditions of this Agreement unenforceable against an agency or instrumentality of the United States Government. Such terms and conditions shall be unenforceable against any agency or instrumentality of the United States Government as and to the extent so provided in the MAS Contract.

2. Definitions: Software; Hosted Software; Documentation; Licensed Products; Contract Documents.

(a) The term “Software” means

(i) the computer software identified and described as “Hosted Software” in Paragraph 1 of Schedule 1 hereto (as amended from time to time),

(ii) any computer software hereafter made available to Licensee by Priority 5 in conjunction with, addition to or replacement of the software described in such Paragraph 1, including, without limiting the generality of the foregoing, any related software provided or developed by Priority 5 and at any time installed as part of such hosted software, and further including, without limitation, all software extensions and plug-ins, all software models and all software configurations, in each case made, created, developed or installed by any person in before or during the term hereof, and

(iii) all upgrades, updates and replacements of any of the foregoing (the software described in clause (i), (ii) or (iii) being collectively referred to as the “Hosted Software”). The term “Software” is also used to refer to, and shall include, individual components or copies of any components of the Hosted Software, including any downloads of any copy of such components or the Hosted Software, any copy required from time to time to implement high availability, and any copy utilized as a back-up, training or staging installation described in Schedule 1. The term “Software” also includes such additional computer software that shall have been specified in any Contract Document (as such term is defined below) subsequent to the date of this Agreement or that shall have been provided to Licensee subsequent to the date of this Agreement, in any such case whether or not such additional software shall been added to Schedule 1; and to copies of any mobile telephone application that may be separately downloaded for use in conjunction with the Hosted Software, which application shall be governed by this Agreement notwithstanding the provisions of any other license agreement to which such application may otherwise be subject. The term “Software” does not include source code. The initial Hosted Software deployment shall consist of the Software components otherwise described and specified in Paragraph 1 of Schedule 1 as of the date hereof in the quantities specified in such schedule.

(b) The term “Documentation” means one or more end-user manuals and other explanatory or instructive materials (which may be provided by electronic means and may include video presentations) that may be or may have been provided or made available to Licensee or any Permitted End-User of the Software.

(c) The term “Licensed Products” means the Software and the Documentation.

(d) The term “Contract Documents” means the MAS Contract, any Purchase Order, this Agreement, and any amendment to any thereof permitted by the MAS Contract.

3. Deployment.

(a) The Hosted Software will be installed on computer resources in a hosting environment as described in Schedule 1, in a software-as-a-service deployment model or otherwise (the operator of such hosting environment is referred to as a “Hosting Provider,” and is identified in Schedule 1). Use of the full features of the Hosted Software is dependent upon a user of the Software downloading a copy of a proprietary Software component that enables that user to access all of the Hosted Software features. Other use of certain of the features of the Hosted Software is dependent upon the appropriate configuration of the Hosted Software and the use of a web browser supported by the Hosted Software.

(b) Priority 5 shall not be responsible for providing digital imagery or other information for use as the underlying locational reference of any Software, nor shall it be responsible for providing any other data or access to the internet or any other network, nor shall it be responsible for connectivity to any Hosting Provider facility on which the Hosted Software may be installed.

(c) The Software is intended to be installed and operated on computing devices having minimum technical specifications and meeting other requirements as specified by Priority 5, including any specifications relating to high availability or other performance criteria, and Priority 5 shall not be responsible for the extent to which the Software (other than the Hosted Software) may operate in a manner other than that intended by Priority 5 when such Software is installed and operated on computing devices that do not meet such minimum technical specifications and other requirements unless such computing devices are selected and managed by Priority 5. Priority 5 shall also not be responsible for the extent to which end-users of the mobile extension or mobile application may be unable to access the Hosted Software in the manner desired if such end-users are using a web browser or other software not supported by the Software.

4. Grant of License.

(a) Priority 5 grants to Licensee, subject in all respects to the terms and conditions hereof, a non-exclusive, non-assignable license, for individuals who are authorized by Licensee as Permitted End-Users under Paragraph 3(a) of Schedule 1 or in any subsequent Contract Document, to the extent of the permissions set forth in Schedule 1 or such subsequent Contract Document,

(i) to access the Hosted Software, download copies of the Workstation component of the Software, and reproduce and use such copies of the Workstation component to access, exchange data with and use some or all of the features and functions of the Hosted Software, except that the numbers of such individuals using a copy of such Workstation component to access and use the Hosted Software at any given time shall not exceed the number of end-users of the Workstation component permitted in such Paragraph 3(a), and

(ii) to (A) download and use the mobile application component of the Software to access, exchange data with and use certain of the features and functions of the Hosted Software in conjunction with such mobile application, and (B) use a web browser mobile application supported by the Hosted Software to access, exchange data with and use certain of the features and functions of the Hosted Software, except that the numbers of such individuals concurrently using such technologies to access and use the Hosted Software shall not exceed the number of users, including the individuals using a copy of the Workstation component, permitted in such Paragraph 3(a)

(the foregoing grant of license, as herein further increased, being referred to as the “License Grant”). The License Grant also includes the non-exclusive, non-assignable license, for individuals authorized by Licensee as Permitted End-Users under Paragraph 3(b) or in any subsequent Contract Document, to the extent of the permissions set forth in Schedule 1 or such subsequent Contract Document, to (A) download and use the mobile application component of the Software to access, exchange data with and use certain of the features and functions of the Hosted Software in conjunction with such mobile application, and

(B) use a web browser mobile application supported by the Hosted Software to access, exchange data with and use certain of the features and functions of the Hosted Software, all for the respective Permitted End-Uses described in Paragraph 3(b), except that the numbers of such individuals using such technologies to access and use the Hosted Software shall not exceed the numbers reasonably appropriate to achieve the Permitted End-Uses specified in Paragraph 3(b), such rights in all such cases being subject to the terms and conditions of this Agreement.

(b) Priority 5 shall have the right at any time and from time to time to audit the extent to which Licensee has used or permitted or enabled the access and use of the Software to determine whether such access or use is at variance with the numbers, classes, permitted end-users, or uses authorized in Schedule 1 or in any subsequent Contract Document or at variance with the intent of the License Grant. Upon Priority 5’s requests from time to time, which may not be made on a basis more frequently than once in any calendar month, Licensee shall provide Priority 5 with a copy of the user report for each of the last three full calendar month periods.

5. Term of License Grant.

The License Grant shall have a term commencing on

(i) the date of delivery to Licensee, at a location described in the Contract Documents, of the first computer upon which a copy of Software has been installed,

(ii) the date of installation of Software on a hosting facility, or

(iii) the date of first use of a Software component by Licensee for any purpose, whichever shall first occur. The use of the Software without payment of the license fees therefor or without the express written consent of Priority 5 shall constitute a violation of national and international copyright law. The License Grant shall continue until the date of expiration provided in Schedule 1 or in any subsequent Contract Document, subject to earlier termination as provided herein or in such subsequent Contract Document.

6. Prohibited Activities.

Except as otherwise expressly permitted in this Agreement, Licensee shall not agree to engage in, and shall not engage in (and the License Grant does not permit Licensee to engage in), any of the following actions or permit any of the following to occur, for the breach of which, in addition to whatever other remedies to which Priority 5 may be entitled, the License Grant for all Software shall immediately terminate without any further action on the part of Priority 5, any other provision of this Agreement notwithstanding:

(i) the translation, decompilation, disassembly, reverse compilation, reverse engineering, interrogation, or decoding of any Software or effecting in any other manner the reduction of all or any portion of the Software to human perceivable form except to the extent permitted by applicable law;

(ii) the creation of any work (whether written, audio or otherwise) that includes in any respect any portion of any of the Software or that is a derivative work of the Software unless in either such case Priority 5 shall have given its prior express written consent thereto;

(iii) the copying of all or any portion of the Software into a computer memory or any other storage device of any nature that is available to be accessed by the internet, by any network or by any remote connection, except as may be otherwise expressly permitted by this Agreement or any subsequent Contract Document or as may be necessary to implement the Permitted Uses;

(iv) the copying of any portion of a Licensed Product, or the copying of any screen shots or other images or reports produced by the Software, except in a manner consistent with the uses expressly permitted by this Agreement or any subsequent Contract Document;

(v) the use of any Licensed Product, in addition or ancillary to the Permitted Uses, for the purpose of replicating or imitating the features or functions of the Software in any software program or other work of authorship that is intended to be used in any way, in the marketplace or in any organization, to compete with, replace or render redundant the Software (e.g., it would be a prohibited use of a Licensed Product for an organization to engage a contractor, or direct its employees, expressly or impliedly, to observe or otherwise obtain information about the Software from a Licensed Product for the purposes described in this clause);

(vi) the bypassing or deletion of any copy protection methods that are intended to prevent the unauthorized copying or use of any Licensed Product, or the use of any user name and password by more than one individual end-user;

(vii) the purported granting of any sublicense for any Licensed Product other than as expressly permitted hereby;

(viii)the removal or obliteration, in whole or in part, or the violation of any term or condition, of any legend, copyright notice, label, mark, license or terms of use set forth or referred to in any Licensed Product;

(ix) the installation of any portion of the Software (other than Workstation Software or the mobile application Software) on any computer other than the computer on which such

Software has been installed by Priority 5 unless as otherwise expressly permitted by any Contract Document, or the transfer of the possession of the computer on which any portion of the Software (including a copy of the Workstation Software or mobile application component) has been so installed to anyone other than Licensee, or the use of the Software by any person other than Licensee, in each such case except as may be otherwise expressly permitted by this Agreement or any subsequent Contract Document;

(x) the use of Software to provide services to a third party, or the use of Software in a rental, leasing, service bureau or software-as-a-service arrangement except as may be otherwise expressly permitted by this Agreement or any subsequent Contract Document;

(xi) the transfer, exporting or re-exporting of any portion of any of the Software in violation of the export control laws of the United States;

(xii) the grant of authorization to access the Software to any person to whom the use, transfer or export of the Software would be prohibited by any export control laws or regulations of the United States;

(xiii) the end use of any of the Software by, or the granting of access to any of the Software to, any non-United States intelligence or military end user except in compliance with applicable export control laws and regulations of the United States and this Agreement;

(xiv) the end use of any of the Software for, or the granting of access to the Software for end use for, any non-United States intelligence or military end use except in compliance with applicable export control laws and regulations of the United States and this Agreement; or

(xv) the continued use of any of the Licensed Products after the License Grant shall have been terminated or shall have expired.

7. Payments.

Licensee shall not be entitled to exercise the rights and benefits granted to it by this Agreement unless the license fee for such rights and benefits shall have been paid to Priority 5 in the amounts, on the dates and in the manner specified in the Contract Documents. Priority 5 reserves the right to increase the amount of license fees to be paid for access to the Hosted Software through the Mobile Extension component of the Software to reflect any excessive use of the Software beyond the usage permitted by this Agreement or any subsequent Contract Document as determined by Priority 5 in its reasonable discretion. In such event, Priority 5 may invoice Licensee, and Licensee shall be liable, for such excessive use; and Priority 5 and Licensee shall cooperate to either eliminate such excessive use in the future or amend this Agreement to increase the License Grant to encompass appropriate use. If Priority 5 shall be responsible for the payment of usage costs assessed by a third-party provider for services resulting from the use of the Software by Licensee (e.g., costs of implementing notifications) and such usage costs shall exceed any allowance therefor agreed to by Priority 5 and Licensee, Priority 5 will promptly invoice Ordering Activity additional fees sufficient to cover the excessive use.

8. Intellectual Property; Government Procurement.

(a) Each Licensed Product contains intellectual property that is owned by or licensed to Priority 5. This Agreement does not transfer any ownership in such intellectual property to Licensee or any other person. As between Priority 5 and Licensee, Priority 5 shall be deemed to be the owner of any copyright rights and inventions or discoveries relating to the Licensed Products, including any translations of any thereof and any configuration of the Software. Neither the License Grant nor any other document entered into by Priority 5 in connection with this Agreement, including any Contract Document, creates any right on the part of Licensee in or to such intellectual property except as expressly set forth herein, notwithstanding the terms and conditions of any such document. Licensee will give Priority 5 proper acknowledgement wherever any portion of the Licensed Products are referenced or used; and will take no action to obscure, remove or alter any copyright notice or trademark, including, without limitation, those of Priority 5.

(b) The Licensed Products are protected, in whole or in part, by patent and trade secret laws, by the copyright laws of the United States of America and by international treaty. Licensee may not assert or claim any interest in, or do anything directly or indirectly that may adversely affect the validity of or infringe, any intellectual property rights of Priority 5. Licensee will

(i) use reasonable efforts to protect such intellectual property rights and cooperate in Priority 5's efforts to protect such intellectual property rights, including placing all copyright notices and other indications of Priority 5's rights on all Licensed Products and all other property of Priority 5 that are utilized by Licensee and as Priority 5 may, from time to time, instruct, and

(ii) notify Priority 5 promptly of any known or suspected breach or infringement of any such rights that may come to Licensee's attention.

(c) Each of the Licensed Products is a "commercial item," consisting of "commercial computer software," a “commercially available off-the-shelf (COTS) item,” “computer software documentation,” “commercial computer software documentation” or “technical data,” as the case may be, as all such terms are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement. The Licensed Products are provided to the U.S. Government only as commercial items.

Consistent with FAR §12.212 and the Contract Document, all U.S. Government end-users acquire the Licensed Products only with those rights and restrictions as set forth herein, as and to the extent modified by MAS Contract No. GS-35F-0152X, as and to the extent the same may be amended from time to time.

9. Proprietary Information.

The Licensed Products contain copyrighted and trade secret property of Priority 5 and others, and are the subject of one or more patents or patent applications. Priority 5 may disclose trade secrets and other proprietary information to Licensee (such trade secret and other proprietary information, which shall include computer software and any data provided as part of the Software, is referred to as “Proprietary Information”) for the purpose of facilitating the use of the Software by Licensee.

Licensee may not use Proprietary Information except for such purpose, and may not disseminate or in any way disclose Proprietary Information except to those persons who are employees of Licensee and who have the need to know such information. Licensee may not exercise, in the custody and control of Proprietary Information, any less degree of care than that it would be obligated to exercise for the protection of trade secrets under the Uniform Trade Secret Act, and such additional care as it may exercise with respect to its own trade secrets.

10. Disclaimer of Warranties.

PRIORITY 5 EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF WHATEVER

NATURE, EXPRESS OR IMPLIED, NOT EXPRESSLY STATED AS SUCH IN THIS AGREEMENT. SUCH

DISCLAIMER INCLUDES, WITHOUT BEING LIMITED THERETO, ANY IMPLIED WARRANTY OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SUCH

DISCLAIMER ALSO INCLUDES, WITHOUT BEING LIMITED THERETO, ANY REPRESENTATION OR

WARRANTY, IN THE CONTRACT DOCUMENTS OR OTHERWISE IN CONNECTION WITH THE LICENSED

PRODUCTS, REGARDING THE LICENSED PRODUCTS OR ANY SERVICES PROVIDED BY PRIORITY 5, EXCEPT FOR SUCH REPRESENTATIONS OR WARRANTIES AS ARE EXPRESSLY STATED AS SUCH IN THIS AGREEMENT OR IN PRIORITY 5’S APPLICABLE TERMS AND CONDITIONS FOR SOFTWARE MAINTENANCE

OR SERVICES.

11. Exclusive Remedies.

(a) NOTWITHSTANDING ANY PROVISION OF THE CONTRACT DOCUMENTS OR ANY OTHER PROVISION OF THIS AGREEMENT, THE SOLE AND EXCLUSIVE REMEDY OF LICENSEE FOR THE FAILURE OF THE SOFTWARE TO COMPLY WITH ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OR

ANY INTELLECTUAL PROPERTY CONDITION SHALL BE THE REPLACEMENT OR REPAIR OF THE

SOFTWARE OR, IF THE SOFTWARE HAS NOT BEEN PLACED IN A CONDITION OF COMPLIANCE WITH SUCH

REPRESENTATION OR WARRANTY OR CONDITION WITHIN A REASONABLE PERIOD OF TIME, THE

RETURN OF A PORTION OF THE LICENSE FEE THEREFORE (THE “REFUND AMOUNT”) DETERMINED AS

THE AMOUNT OF THE FULLY PAID UP LICENSE FEE FOR SUCH COMPONENT FOR THE REMAINING

UNEXPIRED PORTION OF THE FULLY PAID UP PERIOD (ALLOCATED TO THE FULLY PAID UP PERIOD ON A

MONTHLY BASIS).

(b) NOTWITHSTANDING ANY PROVISION OF THE CONTRACT DOCUMENTS OR ANY OTHER PROVISION OF THIS AGREEMENT, THE SOLE AND EXCLUSIVE REMEDY FOR THE FAILURE OF ANY

LICENSED PRODUCT OTHER THAN THE SOFTWARE TO COMPLY WITH ANY REPRESENTATION OR

WARRANTY, EXPRESS OR IMPLIED, OR ANY INTELLECTUAL PROPERTY CONDITION SHALL BE THE REPLACEMENT OR REPAIR OF SUCH LICENSED PRODUCT OR, IF SUCH LICENSED PRODUCT SHALL NOT HAVE BEEN PLACED IN A CONDITION OF COMPLIANCE WITH SUCH REPRESENTATION OR WARRANTY

OR CONDITION WITHIN A REASONABLE PERIOD OF TIME, THE PAYMENT OF $50.00.

(c) NOTWITHSTANDING ANY PROVISION OF THE CONTRACT DOCUMENTS OR ANY OTHER

PROVISION OF THIS AGREEMENT, THE SOLE AND EXCLUSIVE REMEDY FOR A FAILURE OF

CONNECTIVITY TO THE HOSTED SOFTWARE THAT OCCURS WITHIN A HOSTING FACILITY SELECTED AND MANAGED BY PRIORITY 5 AND THAT SHALL CONTINUE UNINTERRUPTED FOR ANY PERIOD OF TIME IN EXCESS OF EIGHT HOURS SHALL BE AN EXTENSION OF THE THEN EXISTING TERM OF THIS AGREEMENT BY THE NUMBER OF SO MANY CONSECUTIVE DAYS AS THE PERIOD OF TIME OF SUCH FAILURE, ROUNDED TO THE NEAREST FULL DAY OF FAILURE (e.g., one day of extension if the interruption shall exceed 8 hours but be less than 24).

12. Limitation of Damages.

UNLESS OTHERWISE PROVIDED BY LAW AND WITHOUT REGARD TO A FINDING THAT ANY REMEDY

HEREUNDER SHALL HAVE FAILED OF ITS ESSENTIAL PURPOSE, PRIORITY 5 SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, MORAL, CONSEQUENTIAL OR SPECIAL (NOMINAL, EXEMPLARY OR OTHER) DAMAGES ARISING FROM ANY CIRCUMSTANCE, WHETHER UNDER THIS AGREEMENT, UNDER ANY OF THE CONTRACT DOCUMENTS OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, THE USE OF OR INABILITY TO USE ANY LICENSED PRODUCT, INFRINGEMENT, LOSS OF PROPERTY, PERSONAL INJURY, BREACH OF WARRANTY, LOSS OF PROFITS OR REVENUES OR INTERRUPTION OF BUSINESS). BECAUSE

SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR

CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE.

13. Limitation of Liability.

IN NO EVENT SHALL PRIORITY 5’S TOTAL LIABILITY TO LICENSEE FOR ALL DAMAGES, LOSSES AND

CAUSES OF ACTION ARISING FROM ANY CIRCUMSTANCE, WHETHER UNDER ANY OF THE CONTRACT

DOCUMENTS OR OTHERWISE (INCLUDING, WITHOUT LIMITATION,

(i) THE USE OF OR INABILITY TO USE ANY LICENSED PRODUCT, OR

(ii) ANY LOSS OF PROPERTY, INTELLECTUAL PROPERTY CONDITION, PERSONAL

INJURY, BREACH OF WARRANTY, LOSS OF PROFITS OR REVENUES OR

INTERRUPTION OF BUSINESS),

OR ARISING UNDER ANY THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, STRICT LIABILITY OR STATUTORY LIABILITY) EXCEED THE REFUND AMOUNT DETERMINED AT THE TIME THE LIABILITY SHALL HAVE BECOME FIXED OR THE AMOUNT PROVIDED IN SECTION 11(b) OR AS PROVIDED IN SECTION 11(c), WHICHEVER SHALL BE APPLICABLE.

14. Severability of Actions.

EACH LIMITATION OF DAMAGES, DISCLAIMER OF WARRANTIES OR LIMITATION OF REMEDIES SET FORTH HEREIN IS SEVERABLE AND INDEPENDENT, AND SHALL BE ENFORCED INDEPENDENTLY OF ANY

OTHER PROVISION OF THIS AGREEMENT.

15. Use by Third Parties; Third Party Liability.

(a) Use of the Licensed Products is solely at the risk and expense of Licensee.

(b) Licensee may not deliver to a third party a computer upon which any portion of the Software is installed, or deliver to a third party any user name, password, URL or other information that would enable such third party to download any portion of the Software or access the Software, in any case unless

(i) such third party is a Permitted End-User and the use of the Software is a Permitted End- Use; and

(ii) the same is expressly permitted as otherwise set forth in this Agreement or any subsequent Contract Document and would not otherwise constitute a breach or violation of, or default under, this Agreement.

Any such delivery shall be the responsibility of, and at the risk of, Licensee.

(c) PRIORITY 5 SHALL HAVE NO LIABILITY, DIRECT OR INDIRECT, TO LICENSEE OR ANY THIRD PARTY, IN POSSESSION OF SOFTWARE OR NOT, UNDER ANY CONTRACT DOCUMENT OR OTHERWISE, ON ACCOUNT OF CLAIMS MADE AGAINST LICENSEE BY ANY SUCH THIRD PARTY, OR AGAINST LICENSEE OR SUCH THIRD PARTY BY OTHERS, ARISING FROM THE USE OF THE SOFTWARE BY LICENSEE OR ANY OTHER PERSON.

16. Interoperability; Data.

(a) .Priority 5 shall not, and only Licensee shall, be responsible for

(i) selecting and integrating, using the functionality and application programing interfaces

(APIs) available to end-users as features and functions of the Software, electronic data sources (public or proprietary) that provide data for use in the Software, and

(ii) entering, verifying, triaging, managing, modifying, protecting and deleting any data associated with or used by the Software in any respect.

Licensee shall have no responsibility for any data in the possession of Priority 5 during the time of Priority 5’s possession of such data.

(b) In the case of Software not hosted by Licensee, if Licensee shall not have removed or deleted any data stored with any Software or deleted any APIs other than those provided with the Software by Priority 5 prior to any termination or expiration of the License Grant for the Hosted…