MAS - Wingswept, LLC - GS35F0218X

GENERAL SERVICES ADMINISTRATION

FEDERAL SUPPLY SERVICE

AUTHORIZED FEDERAL SUPPLY SCHEDULE CATALOG/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 is available through GSA Advantage!, a menu-driven database system. The INTERNET address for GSA Advantage! is http://www.gsaadvantage.gov SCHEDULE TITLE: Federal Supply Schedule MAS – Multiple Award Schedule SIN 511210 Software Licenses SIN 54151 Software Maintenance Services SIN 54151S IT Professional Services SIN 611420 Information Technology Training SIN 54151ECOM Electronic Commerce and Subscription Services

For more information on ordering from Federal Supply Schedules click on the FSS Schedules button at fss.gsa.gov.

WingSwept, LLC 800 Benson Rd Garner, NC 27529

(919) 779.0954

(919) 882.8009 (FAX)

www.wingswept.com Administration Source: govtsales@wingswept.com

Contract Number: GS-35F-0218X Period Covered by Contract: 2/11/2021 through 2/10/2026

General Services Administration Federal Acquisition Service Pricelist current through Modification # PS-0xx, date XXX Business Size: Small

DUNS: 168166457

UEI: M3RYEADSETP7

CUSTOMER INFORMATION:

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

SIN

DESCRIPTION

1b. DESCRIPTION OF IT PROFESSIONAL SERVICES AND PRICE FOR EACH SIN:

(Government hourly rate to include IFF) **see Page 8 pricing

2. MAXIMUM ORDER (All dollar amounts are exclusive of any discount for prompt payment.)

a. The Maximum Order value for the following Special Item Numbers (SINs) is $500,000:

Special Item Number 511210 - Software Licenses Special Item Number 54151 - Software Maintenance Services Special Item Number 54151ECOM - Electronic Commerce and Subscription Services Specail Item Number 54151S – IT Professional Services

b. The Maximum Order value for the following Special Item Numbers (SINs) is $25,000:

Special Item Number 611420 - Information Technology Training

3. MINIMUM ORDER: The minimum dollar value of orders to be issued is $250.00.

4. GEOGRAPHIC COVERAGE: Domestic, 48 States, Alaska, Hawaii, Puerto Rico, Washington DC, and US Territories.

5. POINT(S) OF PRODUCTION: 800 Benson Rd Garner, NC 27529

6. DISCOUNT FROM LIST PRICES: Net GSA pricing is listed in attached Price List. Basic discounts have been deducted.

11a. TIME OF DELIVERY:

11b. EXPEDITED DELIVERY: Expedited delivery is not offered under the contract, but may be negotiated by the Ordering Activity on a per-order basis.

11c. OVERNIGHT AND 2-DAY DELIVERY: Overnight and 2-day delivery are not offered under the contract, but may be negotiated by the Ordering Activity on a per-order basis.

11d. URGENT REQUIRMENTS: Customer are encouraged to contact the contractor for the purpose of requesting accelerated delivery.

12. FOB POINT: DESTINATION.

13a. ORDERING ADDRESS:

WingSwept 800 Benson Rd Garner, NC 27529 Telephone: (919) 600-5102 Fax: (919) 882-8009

13b. ORDERING PROCEDURES: For supplies and services, the ordering procedures, information on Blanket Purchase Agreements (BPA’s) are found in Federal Acquisition Regulation (FAR) 8.405-3.

14. PAYMENT ADDRESS:

WingSwept 800 Benson Rd Garner, NC 27529 Telephone: (919) 600-5102 Fax: (919) 882-8009

15. WARRANTY PROVISION: (see #2 & #3 under the below terms and condtions for SIN 511210 and 54151

16. EXPORT PACKING CHARGES: Not applicable.

17. TERMS AND CONDITIONS OF GOVERNMENT PURCHASE CARD ACCEPTANCE: Accepted below, at, and above the micro-purchase threshold.

18. TERMS AND CONDITIONS OF RENTAL, MAINTENANCE, AND REPAIR (IF APPLICABLE): N/A

19. TERMS AND CONDITIONS OF INSTALLATION (IF APPLICABLE): N/A

20. TERMS AND CONDITIONS OF REPAIR PARTS INDICATING DATE OF PARTS PRICE LISTS AND ANY DISCOUNTS FROM LIST PRICES (IF AVAILABLE): N/A

20a. TERMS AND CONDITIONS FOR ANY OTHER SERVICES (IF APPLICABLE): N/A

21. LIST OF SERVICE AND DISTRIBUTION POINTS (IF APPLICABLE): N/A

22. LIST OF PARTICIPATING DEALERS (IF APPLICABLE): N/A

23. PREVENTIVE MAINTENANCE (IF APPLICABLE): N/A

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

24b. If applicable, indicate that Section 508 compliance information is available on Electronic and Information Technology (EIT) supplies and services and show where full details can be found (e.g. contractor’s website or other location.) The EIT standards can be found at: www.Section508.gov/ : YES

25. DUNS NUMBER: 168166457

26. NOTIFICATION REGARDING REGISTRATION IN SYSTEM OF AWARD MANAGEMENT (SAM) DATABASE: Active

TERMS AND CONDITIONS APPLICABLE TO PERPETUAL SOFTWARE LICENSES (SPECIAL ITEM NUMBER 511210) AND MAINTENANCE AS A SERVICE (SPECIAL ITEM NUMBER 54151) OF GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY SOFTWARE

1. INSPECTION/ACCEPTANCE

The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The ordering activity reserves the right to inspect or test any software that has been tendered for acceptance. The ordering activity may require repair or replacement of nonconforming software at no increase in contract price. The ordering activity must exercise its postacceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the software, unless the change is due to the defect in the software.

See Appendix A: CMTS License Agreement

3. TECHNICAL SERVICES

The Contractor, without additional charge to the ordering activity, shall provide a hot line technical support number (919) 600.5102 for the purpose of providing user assistance and guidance in the implementation of the software. The technical support number is available from 9 am to 4 pm (Eastern Time) Monday – Friday.

___X_______ 1. Software Maintenance as a Product (SIN 54151)

Software maintenance as a product includes the publishing of bug/defect fixes via patches and updates/upgrades in function and technology to maintain the operability and usability of the software product. It may also include other no charge support that are included in the purchase price of the product in the commercial marketplace. No charge support includes items such as user blogs, discussion forums, on-line help libraries and FAQs (Frequently Asked Questions), hosted chat rooms, and limited telephone, email and/or web-based general technical support for user’s self diagnostics.

Software maintenance as a product does NOT include the creation, design, implementation, integration, etc. of a software package. These examples are considered software maintenance as a service.

Software Maintenance as a product is billed at the time of purchase.

7. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY

The Contractor shall include, in the schedule pricelist, a complete description of each software product and a list of equipment on which the software can be used. Also, included shall be a brief, introductory explanation of the modules and documentation which are offered.

8. RIGHT‑TO‑COPY PRICING

The ordering activity shall not be granted a right to copy license under this schedule.

TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF

TRAINING COURSES FOR GENERAL PURPOSE COMMERCIAL

INFORMATION TECHNOLOGY EQUIPMENT AND SOFTWARE

(SPECIAL ITEM NUMBER 611420)

2. ORDER

Written orders, EDI orders (GSA Advantage! and FACNET), credit card orders, and orders placed under blanket purchase agreements (BPAs) shall be the basis for the purchase of training courses in accordance with the terms of this contract. Orders shall include the student's name, course title, course date and time, and contracted dollar amount of the course.

3. TIME OF DELIVERY

The Contractor shall conduct training on the date (time, day, month, and year) agreed to by the Contractor and the ordering activity.

5. FOLLOW-UP SUPPORT

The Contractor agrees to provide to support through its Annual Maintenance and support offerings available under this schedule.

6. PRICE FOR TRAINING

The price that the ordering activity will be charged will be the ordering activity training price in effect at the time of order placement, or the ordering activity price in effect at the time the training course is conducted, whichever is less.

7. INVOICES AND PAYMENT

Invoices for training shall be submitted by the Contractor after ordering activity completion of the training course. Charges for training must be paid in arrears (31 U.S.C. 3324). PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE.

9. “NO CHARGE” TRAINING

The Contractor shall describe any training provided with equipment and/or software provided under this contract, free of charge, in the space provided below.

“No Free of Charge Training Offered”

TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT)

PROFESSIONAL SERVICES (SPECIAL ITEM NUMBER 54151S)

6. INSPECTION OF SERVICES

In accordance with FAR 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (MAR 2009) (DEVIATION I - FEB 2007) for Firm-Fixed Price orders and FAR 52.212-4 CONTRACT TERMS AND CONDITIONS COMMERCIAL ITEMS (MAR 2009) (ALTERNATE I OCT 2008) (DEVIATION I – FEB 2007) applies to Time-and-Materials and Labor-Hour Contracts orders placed under this contract.

7. RESPONSIBILITIES OF THE CONTRACTOR

The Contractor shall comply with all laws, ordinances, and regulations (Federal, State, City, or otherwise) covering work of this character. If the end product of a task order is software, then FAR 52.227-14 (Dec 2007) Rights in Data – General, may apply.

8. RESPONSIBILITIES OF THE ORDERING ACTIVITY

Subject to security regulations, the ordering activity shall permit Contractor access to all facilities necessary to perform the requisite IT/IAM Professional Services.

9. INDEPENDENT CONTRACTOR

All IT Professional Services performed by the Contractor under the terms of this contract shall be as an independent Contractor, and not as an agent or employee of the ordering activity.

“Contractor” means the person, firm, unincorporated association, joint venture, partnership, or corporation that is a party to this contract.

“Contractor and its affiliates” and “Contractor or its affiliates” refers to the Contractor, its chief executives, directors, officers, subsidiaries, affiliates, subcontractors at any tier, and consultants and any joint venture involving the Contractor, any entity into or with which the Contractor subsequently merges or affiliates, or any other successor or assignee of the Contractor.

An “Organizational conflict of interest” exists when the nature of the work to be performed under a proposed ordering activity contract, without some restriction on ordering activities by the Contractor and its affiliates, may either (i) result in an unfair competitive advantage to the Contractor or its affiliates or (ii) impair the Contractor’s or its affiliates’ objectivity in performing contract work.

b. To avoid an organizational or financial conflict of interest and to avoid prejudicing the best interests of the ordering activity, ordering activities may place restrictions on the Contractors, its affiliates, chief executives, directors, subsidiaries and subcontractors at any tier when placing orders against schedule contracts. Such restrictions shall be consistent with FAR 9.505 and shall be designed to avoid, neutralize, or mitigate organizational conflicts of interest that might otherwise exist in situations related to individual orders placed against the schedule contract. Examples of situations, which may require restrictions, are provided at FAR 9.508.

11. INVOICES

The Contractor, upon completion of the work ordered, shall submit invoices for IT Professional services. Progress payments may be authorized by the ordering activity on individual orders if appropriate. Progress payments shall be based upon completion of defined milestones or interim products. Invoices shall be submitted monthly for recurring services performed during the preceding month.

12. PAYMENTS

For firm-fixed price orders the ordering activity shall pay the Contractor, upon submission of proper invoices or vouchers, the prices stipulated in this contract for service rendered and accepted. Progress payments shall be made only when authorized by the order. For time‑and‑materials orders, the Payments under Time‑and‑Materials and Labor‑Hour Contracts at FAR 52.212-4 (MAR 2009) (ALTERNATE I – OCT 2008) (DEVIATION I – FEB 2007) applies to time‑and‑materials orders placed under this contract. For labor‑hour orders, the Payment under Time‑and‑Materials and Labor‑Hour Contracts at FAR 52.212-4 (MAR 2009) (ALTERNATE I – OCT 2008) (DEVIATION I – FEB 2007) applies to labor‑hour orders placed under this contract. 52.216-31(Feb 2007) Time-and-Materials/Labor-Hour Proposal Requirements—Commercial Item Acquisition. As prescribed in 16.601(e)(3), insert the following provision:

(a) The Government contemplates award of a Time-and-Materials or Labor-Hour type of contract resulting from this solicitation.

(b) The offeror must specify fixed hourly rates in its offer that include wages, overhead, general and administrative expenses, and profit. The offeror must specify whether the fixed hourly rate for each labor category applies to labor performed by—

(1) The offeror;

(2) Subcontractors; and/or

(3) Divisions, subsidiaries, or affiliates of the offeror under a common control.

13. RESUMES

Resumes shall be provided to the GSA Contracting Officer or the user ordering activity upon request.

14. INCIDENTAL SUPPORT COSTS

Incidental support costs are available outside the scope of this contract. The costs will be negotiated separately with the ordering activity in accordance with the guidelines set forth in the FAR.

15. APPROVAL OF SUBCONTRACTS

The ordering activity may require that the Contractor receive, from the ordering activity's Contracting Officer, written consent before placing any subcontract for furnishing any of the work called for in a task order.

TERMS AND CONDITIONS APPLICABLE TO

ELECTRONIC COMMERCE AND SUBSCRIPTION SERVICES (SPECIAL IDENTIFICATION NUMBER 54151ECOM)

1. SCOPE

The prices, terms and conditions stated under Special Item Number 54151ECOM Electronic Commerce (EC) Services apply exclusively to EC Services within the scope of this Information Technology Schedule.

2. ELECTRONIC COMMERCE CAPACITY AND COVERAGE

The Ordering Activity shall specify the capacity and coverage required as part of the initial requirement.

3. INFORMATION ASSURANCE

a. The Ordering Activity is responsible for ensuring to the maximum extent practicable that each requirement issued is in compliance with the Federal Information Security Management Act (FISMA)

b. The Ordering Activity shall assign an impact level (per Federal Information Processing Standards Publication 199 & 200 (FIPS 199, “Standards for Security Categorization of Federal Information and Information Systems”) (FIPS 200, “Minimum Security Requirements for Federal Information and Information Systems”) prior to issuing the initial statement of work. Evaluations shall consider the extent to which each proposed service accommodates the necessary security controls based upon the assigned impact level. The Contractor awarded SIN 132-52 is capable of meeting at least the minimum security requirements assigned against a low-impact information system (per FIPS 200).

c. The Ordering Activity reserves the right to independently evaluate, audit, and verify the FISMA compliance for any proposed or awarded Electronic Commerce services. All FISMA certification, accreditation, and evaluation activities are the responsibility of the ordering activity.

4. DELIVERY SCHEDULE.

The Ordering Activity shall specify the delivery schedule as part of the initial requirement. The Delivery Schedule options are found in Information for Ordering Activities Applicable to All Special Item Numbers, paragraph 6. Delivery Schedule.

5. INTEROPERABILITY.

When an Ordering Activity requires interoperability, this requirement shall be included as part of the initial requirement. Interfaces may be identified as interoperable on the basis of participation in a sponsored program acceptable to the Ordering Activity. Any such access or interoperability with teleports/gateways and provisioning of enterprise service access will be defined in the individual requirement.

6. ORDER

a. Agencies may use written orders, EDI orders, blanket purchase agreements, individual purchase orders, or task orders for ordering electronic services under this contract. Blanket Purchase Agreements shall not extend beyond the end of the contract period; all electronic services and delivery shall be made and the contract terms and conditions shall continue in effect until the completion of the order. Orders for tasks which extend beyond the fiscal year for which funds are available shall include FAR 52.232-19 (Deviation – May 2003) Availability of Funds for the Next Fiscal Year. The purchase order shall specify the availability of funds and the period for which funds are available.

b. All task orders are subject to the terms and conditions of the contract. In the event of conflict between a task order and the contract, the contract will take precedence.

7. PERFORMANCE OF ELECTRONIC SERVICES

The Contractor shall provide electronic services on the date agreed to by the Contractor and the ordering activity.

8. RESPONSIBILITIES OF THE CONTRACTOR

The Contractor shall comply with all laws, ordinances, and regulations (Federal, State, City, or otherwise) covering work of this character.

9. RIGHTS IN DATA

The Contractor shall comply FAR 52.227-14 RIGHTS IN DATA – GENERAL and with all laws, ordinances, and regulations (Federal, State, City, or otherwise) covering work of this character.

10. ACCEPTANCE TESTING

If requested by the ordering activity the Contractor shall provide acceptance test plans and procedures for ordering activity approval. The Contractor shall perform acceptance testing of the systems for ordering activity approval in accordance with the approved test procedures.

11. WARRANTY

The Contractor shall provide a warranty covering each Contractor-provided electronic commerce service. The minimum duration of the warranty shall be the duration of the manufacturer’s commercial warranty for the item listed below:

The warranty shall commence upon the later of the following:

a. Activation of the user’s service

b. Installation/delivery of the equipment The Contractor, by repair or replacement of the defective item, shall complete all warranty services within five working days of notification of the defect. Warranty service shall be deemed complete when the user has possession of the repaired or replaced item. If the Contractor renders warranty service by replacement, the user shall return the defective item(s) to the Contractor as soon as possible but not later than ten (10) working days after notification.

12. MANAGEMENT AND OPERATIONS PRICING

The Contractor shall provide management and operations pricing on a uniform basis. All management and operations requirements for which pricing elements are not specified shall be provided as part of the basic service.

13. TRAINING

The Contractor shall provide normal commercial installation, operation, maintenance, and engineering interface training on the system. If there is a separate charge, indicate below:

Refer to Pricelist

14. MONTHLY REPORTS

In accordance with commercial practices, the Contractor may furnish the ordering activity/user with a monthly summary ordering activity report.

15. ELECTRONIC COMMERCE SERVICE PLAN

(a) Describe the electronic service plan and eligibility requirements.

N/A

(b) Describe charges, if any, for additional usage guidelines.

Refer to Pricelist

(c) Describe corporate volume discounts and eligibility requirements, if any.

Refer to Pricelist

DESCRIPTION OF IT PROFESSIONAL SERVICES AND PRICING

LABOR CATEGORIES/DESCRIPTIONS

1. Principal Consultant (System Analyst-Sr Consultant)

Minimum/General Experience: Must have proven technical leadership on IT systems development though system design, testing, delivery and support phases. At least 7 Years experience in same.

Functional Responsibility: Senior technical advisor /project manager; Involved in all IT task orders issued against the contract in an oversight and advisory roll; Responsible for overall program management, architectural design, analysis, scheduling, and delivery of solutions to meet the client's expectations.

Minimum Education: Bachelor’s Degree in Computer Science, Engineering, Business, or Information Technology (or equivalent industry experience)

2. Senior Consultant (Junior-System Analyst-Associate)

Minimum/General Experience: Must have proven project management leadership and technical subject matter expertise. At least 4 Years Experience in same.

Functional Responsibility: Senior project manager or an IT professional who acts as a project team, Subject Matter Expert. Directly manages the technical requirements and tools necessary to implement, develop, upgrade, and support assigned systems projects.

Minimum Education: Bachelor’s Degree in Computer Science, Engineering, Business or Information Technology (or equivalent industry experience)

3. Staff Consultant (Systems Operator-Technician)

Minimum/General Experience: Must have a high level aptitude for learning and has a demonstrated ability to solve problems at the technology-trade, entry level.

Functional Responsibility: Provides day-to-day application programming/analysis, network analysis, and IT Analysis in systems engineering; Work ranges from simple, to medium complexity projects; Affects the daily reliability and utilization of assigned systems and applications.

Minimum Education: High School Diploma and some level of secondary education

**Due to the availability or limitation of education, occasionally substitution of experience as referenced below for a professional labor type with additional years of experience will be provided to the Federal Agency when responding to their IT requirements and it is solely the acquiring agency’s determination, if the substitution is considered acceptable prior to an award. **

Appendix A: CMTS License AgreementCustomer's internal use only in the Territory; and (b) use the documentation provided by WingSwept to

THIS SaaS LICENSE AGREEMENT (“Agreement”) is entered into by and between WingSwept, LLC, a North Carolina limited liability company (“WingSwept”) and __________________________ (“Agency”), effective upon WingSwept’s receipt of an approved and signed Purchase Order submitted by Agency. WingSwept and the Agency are sometimes referred to hereinafter as a “Party” or collectively as the “Parties.” Agency as the organization purchasing and utilizing the Licensed Software described herein shall be referred to herein as the “Licensee.”

RECITALS

WHEREAS, WingSwept has developed certain computer software and is willing to grant Licensee access and use via a hosted network and/or a limited license to such software at Licensee’s site or controlled by Licensee in the cloud in on the terms and conditions herein; and

WHEREAS, Licensee has submitted a purchase order to WingSwept for access and use and/or limited license of such software to use for the Licensee’s benefit.

NOW, THEREFORE, in exchange for and in consideration of the mutual promises, premises, and covenants herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, WingSwept and Licensee hereby agree as follows:

TERMS AND CONDITIONS

1. DEFINITIONS.

1.1 AFFILIATE. Any legal entity that controls a party, is controlled by a party, or under common control with that party. For the purposes of this definition, and as otherwise provided in this Agreement with respect to a party, “control” means the direct or indirect ownership of fifty percent (50%) or more of the shares or interests that are entitled to vote for the directors of an entity or the equivalent, for as long as that entitlement shall subsist, or which exerts equivalent power over management of an entity.

1.2 DOCUMENTATION. For the purposes of this definition, and as otherwise provided for in this Agreement, “Documentation” means any and all manuals, instructions, and other end user materials that WingSwept provides to Licensee (i) describing the Licensed Software, its functionality, components, technical specifications, capabilities, requirements, or limitations; and, where applicable, instructions on installation, configuration, integration, operation, use, support, or maintenance.

1.3 INCIDENT. A single support issue that focuses on one area of the Licensed Software. One Incident may involve several interactions between WingSwept and the Licensee.

1.4 INTELLECTUAL PROPERTY RIGHTS. Collectively, worldwide patents, trade secrets, copyrights, trademarks, service marks, trade names, or moral rights, and all other intellectual property rights and proprietary rights, whether arising under the laws of the United States or any other state, country or jurisdiction, including all rights or causes of action for infringement or misappropriation of any of the foregoing.

1.5 LICENSED SOFTWARE. WingSwept’s proprietary software known as “Case Management & Tracking System” (“CMTS”) and all enhancements, modifications, and updates thereto (subject to Section 2.4).

1.6 TERRITORY. The [World].

2. GRANT.

2.1 ACCESS AND USE. Subject to the terms and conditions of this Agreement, WingSwept grants Licensee, and Licensee accepts, a limited, personal, nonexclusive, nontransferable, non-assignable, annual (subject to Section 6.1) right to: (a) use the Licensed Software for Licensee's internal use only in the Territory; and (b) use of the Documentation provided by WingSwept to Licensee under Section 2.5 (if any) in connection with the grant set forth in Section 2.1(a).

2.2 LICENSE GRANT. Subject to the terms and conditions of this Agreement, WingSwept grants Licensee, and Licensee accepts, a limited, personal, nonexclusive, nontransferable, non-assignable, annual (subject to Section 6.1) license to: (a) use the Licensed Software, in object code format, installed and stored on one or more local servers at Customer’s site or under Customer’s control in the cloud, for Licensee's internal use only in the Territory; and (b) use of the Documentation provided by WingSwept to Licensee under Section 2.5 (if any) in connection with the license grant set forth in Section 2.2(a).

2.3 COPIES. The license granted above includes the right to make a commercially reasonable number of copies of the Licensed Software only as is necessary for archival purposes if Licensee is hosting the system on-premises or through a 3rd party other than WingSwept.

2.4 RESTRICTIONS. Except as expressly set forth in this Agreement, Licensee acknowledges and agrees that: (i) it shall have no right to use, reproduce, distribute, sublicense, modify, or otherwise provide to third parties, the Licensed Software, in whole or in part; (ii) it shall have no other rights in and to the Licensed Software other than those expressly licensed to Licensee under this Agreement;. (iii) it shall not directly or indirectly disassemble, decrypt, electronically scan, decompile, or otherwise reverse engineer in any manner or attempt to reverse engineer or, with respect to components of the Licensed Software not provided in source code format, derive source code from, all or any portion of the Licensed Software, or permit, assist or encourage any third party to do so; (iv) use the Licensed Software to knowingly (a) infringe on the intellectual property rights of any third-party or any rights of publicity or privacy; (b) violate any law, statute, ordinance or regulation (including but not limited to the laws and regulations governing export/import control, unfair competition, anti-discrimination and/or false advertising); (c) vault defamatory, trade libelous, unlawfully threatening, or unlawfully harassing data; (d) vault obscene, pornographic or indecent data in violation of applicable law; or (e) propagate any virus, worms, Trojan horses or other programming routine intended to damage any system or data; (v) use the Licensed Software in any application that may involve risks of death, bodily injury, property damage or environmental damage, or in any life support applications, devices or systems; (vi) use the number per type of licenses in excess of the number specified in the applicable Schedule; (vii) gain or attempt to gain unpermitted access by any means to any WingSwept computer system, network, or database, and/or (viii) file copyright or patent applications that include the Licensed Software or any portion thereof.

2.5 DOCUMENTATION. During the Term, WingSwept agrees to provide Licensee with a set of existing documentation for the Licensed Software.

2.6 GOVERNMENTAL LICENSES. The Licensed Software and Documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government users (a) only as Commercial Items and (b) with only those rights as are granted pursuant to the terms and conditions herein.

2.7 RESERVED RIGHTS. WingSwept and its Suppliers reserve all rights not expressly granted to Licensee in this Agreement.

3. SUPPORT SERVICES.

3.1 INCIDENT SUPPORT. Each notification of an issue to WingSwept will be counted as an incident. For purposes of this Agreement, “Incidents” means an event that the Licensee identifies to WingSwept which prevents the Licensed Software from functioning substantially as designed. The Licensee may notify WingSwept through the following methods: (a) submit a ticket, or (b) call CMTS support at (919) 600-5102. WingSwept shall use commercially reasonable efforts to resolve any Incidents in accordance with the table in Appendix A.

3.2 SUPPORT METHODS. WingSwept will provide varying levels of support depending on the incident criticality. These methods may include, but are not limited to, email responses, phone support, or web meetings.

3.3 SOFTWARE UPDATES. WingSwept may release updates for the Licensed Software from time to time (“Updates”). The Licensee shall have access to such Updates as they become commercially available. Such Updates will be made available through the software interface provided that the Licensee has the appropriate license information entered associated with its License. The license information will be provided at the commencement of the Initial Term and thereafter at the commencement of each Renewal Term. Additionally, some requests for incident support may result in Updates which, if incorporated into the Licensed Software, will be released to all users. Typically, new features will be released in a manner that each Licensee may choose to turn them on or off as deemed necessary. Customarily, these major updates will generally be available twice per year; however, this agreement does not guarantee a set release schedule.

3.4 BUSINESS DAY. WingSwept defines business day as Monday through Friday, 8:00 am – 5:00 pm EST, except U.S. Federal Holidays and WingSwept Standard Holidays as defined each year.

3.5 COMPANY RESPONSIBILITY. The Licensee will select two (2) users, to be WingSwept’s contact personnel. These personnel will be the contact person at the Licensee for CMTS issues and will coordinate with WingSwept support in reaching a resolution. For issues that include security changes to the system, WingSwept employees will call back the number on file to ensure proper contact authority. The Licensee accepts the sufficiency of such method for verifying the identity and authority of the person making the request. For support that requires CMTS support personnel access to the server, the Licensee is responsible for providing connectivity to the server. The typical method for connectivity is through a web meeting (e.g. Zoom).

3.7 SUPPORT RESOLUTION. Support concludes upon the occurrence of any of the following: (i) Licensee question has been addressed satisfactorily; (ii) provision of a reasonable workaround have been determined; or (iii) determination that the product is working as designed and that the Licensee’s request is a request for an Enhancement. WingSwept shall consider Enhancement requests at its sole discretion for a future release of the software.

4. TERMS

4.1 TERM. This Agreement is valid for twelve (12) months (the “Initial Term”). The Initial Term begins on the day WingSwept receives the purchase order or signed agreement and will end at the conclusion of 365 days. The Licensee will be notified on or around seventy-five (75) days in advance of the SaaS License Agreement expiration to make arrangements for follow-on licensing and support (each, a “Renewal Term” and with the Initial Term, the “Term”).

5. INTELLECTUAL PROPERTY RIGHTS.

5.1 INTELLECTUAL PROPERTY. As between the parties, WingSwept or its Suppliers own all right, title, and interest in and to the Licensed Software and any and all Intellectual Property Rights in and to the Licensed Software including, without limitation, all Documentation. All rights to access and use and/or license the Licensed Software and Documentation as granted to Licensee are as expressly provided in this Agreement and nothing herein shall constitute a transfer of ownership of WingSwept’s Intellectual Property Rights to Licensee or to any third party. Licensee agrees to inform WingSwept promptly of any infringement or other improper action with respect to the Intellectual Property that comes to Licensee’s attention. Licensee recognizes and acknowledges the exclusive right of WingSwept and/or its Suppliers in and to all patents, trademarks, service marks, trade names, copyrights, and other intellectual property and proprietary rights in and to Intellectual Property and that such Intellectual Property is the sole and exclusive property of WingSwept and/or its Suppliers. Licensee waives its right to contest the validity and/or ownership of such Intellectual Property.

5.2 OWNERSHIP OF LICENSEE DATA; USE OF LICENSEE DATA. All rights, title, and interest in Licensee data will remain with Licensee. This Agreement does not provide WingSwept with title or ownership of the Licensee data, but does extend a right to use such data in order to perform any obligations under this Agreement.

5.3 DATA DISCLAIMER. LICENSEE EXPRESSLY RECOGNIZES THAT WINGSWEPT DOES NOT CREATE, OPERATE, CONTROL OR ENDORSE ANY DATA, INFORMATION, OR THIRD-PARTY PRODUCTS PROCESSED BY OR USED IN CONJUNCTION WITH THE SOFTWARE OR SERVICES PROVIDED HEREUNDER. WINGSWEPT MAY COLLECT STATISTICAL AND USER EXPERIENCE DATA REGARDING SYSTEM USAGE FROM THE LICENSED SOFTWARE, WHICH SHALL NOT INCLUDE COPIES OF LICENSEE DATA OR ANY INFORMATION DERIVED FROM LICENSEE DATA.