MAS - Millsapps, Ballinger & Associates, Inc. - GS35F0220Y

General Services Administration Authorized Multiple Award Schedule Price List (Previously Called: Federal Supply Information Technology Schedule 70)

Contract Number: GS35F0220Y Contract Period: February 27, 2022 - February 26, 2027

CONTRACTOR:

Millsapps, Ballinger & Associates, LLC (MB&A) 1765 Greensboro Station Pl. #900 McLean, VA 22102 Tel: 703-732-9250 Fax: 703-783-0355 Website: www.mbaoutcome.com Email: gsa@mbaoutcome.com

Contractor’s Administrative Source:

Alex Morrison or Misty Rowland

Business Size: Small Business

CUSTOMER INFORMATION:

1. TABLE OF AWARDED SPECIAL ITEM NUMBERS (SINs) Millsapps, Ballinger & Associates has been awarded the following SINS:

2. Maximum Order: $500,000.00

3. Minimum Order: $100.00

4. Geographic Coverage (delivery area): 50 United States and US Territories. 5. Point(s) of Production (city, county, State or foreign country): McLean, VA

6. Discount From List Prices or Statement of Net Price: Prices shown on GSA List Price are NET Prices; Discounts have been deducted. Further discounts (if any) will be negotiated at the Task Order Level.

7. Quantity Discounts: Quantity Discounts shown on GSA List Price

8. Prompt Payment Terms: NET 30 9a. Government Purchase Cards: MB&A will accept government purchase cards at or below the micro-purchase threshold. MB&A will not accept government purchase cards over the micro-purchase threshold.

10. Foreign Items (list items by country of origin): None 11a. Time of Delivery (Contractor insert number of days.): N/A 11b. Expedited Delivery: N/A 11c. Overnight and 2-day Delivery: N/A 11d. Urgent Requirements: Josh Missapps, Managing Partner. Phone: 703-282-9935

12. F.O.B. Point(s): F.O.B. Origin.

13a. Ordering Address: Millsapps, Ballinger & Associates, LLC 1765 Greensboro Station Pl. #900 McLean, VA 22102 13b. Ordering Procedures: For supplies and services, the ordering procedures, information on Blanket Purchase Agreements (BPAs), and a sample EPA can be found at the GSA/FSS Schedule homepage (fss.gsa.gov/schedules).

14. Payment Address: Millsapps, Ballinger & Associates, LLC, 1765 Greensboro Station Pl. #900 McLean, VA 22102

15. Warranty Provision: Warranty terms are standard commercial warranty on materials and workmanship for a period of 1 year date of purchase.

16. Export Packing Charges, if Applicable: N/A

17. Terms and Conditions of Government Purchase Card Acceptance (any thresholds above the micro-purchase level): MB&A will not accept government purchase cards over 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 applicable): 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 he found at www.Section5O8.gov/: N/A

25. Data Universal Number System (DUNS) Number: 968475942

26. Notification regarding registration in Central Contractor Registration (CCR) database: Millsapps, Ballinger & Associates, LLC Sam.gov registration is valid through 07/03/2023.

TERMS and CONDITIONS APPLICABLE TO TERMS OF SOFTWARE LICENSES

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 post acceptance 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. Inspection of services is in accordance with 552.212-4 CONTRACT TERMS AND CONDITIONS–COMMERCIAL ITEMS (JAN 2017) (DEVIATION – FEB 2007) (DEVIATION - FEB 2018) for Firm-Fixed Price orders; or GSAR 552.212-4 CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS (JAN 2017) (DEVIATION - FEB 2018) (ALTERNATE I - JAN 2017) (DEVIATION - FEB 2007) for Time- and-Materials and Labor-Hour Contracts orders placed under this contract.

2. COMMERCIAL SUPPLIER AGREEMENTS

Commercial Supplier Agreements to include Enterprise User License Agreements or Terms of Service (TOS) agreements. The Contractor shall provide all Commercial Supplier Agreements to include EnterpriseUser License Agreements or Terms Of Service (TOS) agreements in an editable Microsoft Office(Word)format for review prior to award.

3. GUARANTEE/WARRANTY

a. The Contractor’s commercial guarantee/warranty shall be included in the Commercial Supplier Agreement to include Enterprise User License Agreements or Terms Of Service (TOS) agreements.

b. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract. If no implied warranties are given, an express warranty of at least 60 days must be given in accordance with FAR12.404(b)(2)

c. Limitation of Liability. Except as otherwise provided by an express or implied warranty, the Contractor will not be liable to the ordering activity for consequential damages resulting from any defect or deficiencies in accepted items.

4. TECHNICAL SERVICES

The Contractor, without additional charge to the ordering activity, shall provide a hotline technical support number 714-669- 0052 x4 for the purpose of providing user assistance and guidance in the implementation of the software. The technical support number is available from 5:00 am PST to 6:00 pm PST.

5. SOFTWARE MAINTENANCE

(1) ________Software Maintenance as a Product (SIN 511210) 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 is 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 Frequently Asked Questions (FAQ’s), 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 services. Software Maintenance as a product is billed atthetime of purchase.

(2) __________Software Maintenance Services (SIN54151) Software maintenance services creates, designs, implements, and/or integrates customized changes to software that solve one or more problems and is not included with the price of the software. Software maintenance services include person-to-person communications regardless of the medium used to communicate: telephone support, on- line technical support, customized support, and/or technical expertise which are charged commercially. Software maintenance services are billed in arrears in accordance with 31 U.S.C.§ 3324

b. Invoices for maintenance service shall be submitted by the Contractor on a quarterly or monthly basis, after the completion of such period. Maintenance charges must be paid in arrears (31 U.S.C. § 3324). PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE

6. PERIODS OF TERM LICENSES (SIN511210) AND MAINTENANCE (SIN 54151)

a. The Contractor shall honor orders for periods for the duration of the contract period or a lessor period of time.

b. Term Licenses and/or maintenance may be discontinued by the ordering activity on thirty (30) calendar days written notice to the Contractor.

c. Annual Funding. When annually appropriated funds are cited on an order for term licenses and/or maintenance,the period of the term licenses and/or maintenance shall automatically expire on September 30 of the contract period, or at the end of the contract period, whichever occurs first. Renewal of the term licenses and/or maintenance orders citing the new appropriation shall be required, if the term licenses and/or maintenance is to be continued during any remainder of the contract period.

d. Cross-Year Funding WithinContract Period. Where an ordering activity’s specific appropriation authority provides for funds in excess of a 12 month (fiscal year) period,the ordering activity may place an order under this schedule contract for a period up to the expiration of the contract period, notwithstanding the intervening fiscal years. e. Ordering activities should notify the Contractor in writing thirty (30) calendar days prior to the expiration of an order,if the term licenses and/or maintenance is to be terminated at that time. Orders for the continuation of term licenses and/or maintenance will be required if the term licenses and/or maintenance is to be continued during the subsequent period.

7. CONVERSION FROM TERM LICENSE TO PERPETUAL LICENSE

a. The ordering activity may convert term licenses to perpetual licenses for any or all software at any time following acceptance of software. At the request of the ordering activity the Contractor shall furnish, within ten (l0) calendar days, for each software product that is contemplated for conversion, the total amount of conversion credits which have accrued while the software was on a term license and the date of the last update or enhancement.

b. Conversion credits which are provided shall, within the limits specified, continue to accrue from one contract period to the next, provided the software remains on a term license within the ordering activity.

c. The term license for each software product shall be discontinued on the day immediately preceding the effective date of conversionfrom a term license to a perpetual license.

d. The price the ordering activity shall pay will be the perpetual license price that prevailed at the time such software was initially ordered under a term license, or the perpetual license price prevailing at the time of conversion from a term license to a perpetual license, whichever is the less.

8. TERM LICENSE CESSATION

a. After a software product has been on a continuous term license for a period of 12 months, a fully paid-up, non-exclusive, perpetual license for the software product shall automatically accrue to the ordering activity. The period of continuous term license for automatic accrual of a fully paid-up perpetual license does not have to be achieved during a particular fiscal year; it is a written Contractor commitment which continues to be available for software that is initially ordered under this contract, until a fully paid-up perpetual license accrues to the ordering activity. However, should the term license of the software be discontinued before the specified period of the continuous term license has been satisfied,the perpetual license accrual shall be forfeited.

b. The Contractor agrees to provide updates and maintenance service for the software after a perpetual license has accrued, at the prices and terms of Special Item Number l32-34, if the licensee elects to order such services. Title to the software shall remain with the Contractor.

9. UTILIZATION LIMITATIONS - (SIN511210)

a. Software acquisition is limited to commercial computer software defined in FARPart2.101.

b. When acquired by the ordering activity, commercial computer software and related documentation so legend shall be subject to the following:

(1) Title to and ownership of the software and documentation shall remain with the Contractor,unless otherwise specified.

(2) Software licenses are by site and by ordering activity. An ordering activity is defined as a cabinet level or independent ordering activity. The software may be used by any subdivision of the ordering activity (service, bureau,division, command, etc.) that has access to the site the software is placed at, even if the subdivision did not participate in the acquisition of the software. Further, the software may be used on a sharing basis where multiple agencies have joint projects that can be satisfied by the use of the software placed at one ordering activity's site. This would allow other agencies access to one ordering activity's database. For ordering activity public domain databases, user agencies and third parties may use the computer program to enter, retrieve, analyze and present data. The user ordering activity will take appropriate action by instruction, agreement, or otherwise, to protect the Contractor's proprietary property with any third parties that are permitted access to the computer programs and documentation in connection with the user ordering activities permitted use of the computer programs and documentation n. For purposes of this section, all such permitted third parties shall be deemed agents of the user ordering activity.

(3) Except as is provided in paragraph 8.b(2) above, the ordering activity shall not otherwise make available the software or documentation, or any portion thereof, in any form, to any third party without the prior written approval of the Contractor. Third parties do not include prime Contractors, subcontractors and agents of the ordering activity who have the ordering activity permission to use the licensed software and documentation at the facility, and who have agreed to use the licensed software and documentation only in accordance with these restrictions. This provision does not limit the right of the ordering activity to use software, documentation, or information therein, which the ordering activity may already have or obtain without restrictions. Millsapps, Ballinger & Associates 1207 20TH ST SOUTH ARLINGTON, VA 22202-2111 www.mbaoutcome.com

(4) The ordering activity shall have the right to use the computer software and documentation with the computer for which it is acquired at any other facility to which that computer may be transferred, or in cases of Disaster Recovery, the ordering activity has the right to transfer the software to another site if the ordering activity site for which it is acquired is deemed to be unsafe for ordering activity personnel; to use the computer software and documentation with a backup computer when the primary computer is inoperative; to copy computer programs for safekeeping (archives) or backup purposes; to transfer a copy of the software to another site for purposes o f benchmarking new hardware and/or software; and to modify the software and documentation or combine it with other software, provided that the unmodified portions shall remain subject to these restrictions.

(5) "Commercial Computer Software'' may be marked with the Contractor's standard commercial restricted rights legend,but the schedule contract and schedule pricelist, including this clause, "Utilization Limitations'' are the only governing terms and conditions, and shall take precedence and supersede any different or additional terms and conditions included in the standard commercial legend.

(6) LicenseeData belongs exclusively to Licensee, regardless of wheretheData may reside at any moment in time including, but not limited to Licensor hardware, networks or other infrastructure and facilities where Data may reside,transit through or be stored from time to time. Licensor makes no claim to a right of ownership in LicenseeData. Licensor agrees to keep the LicenseeData Confidential as that term is defined in the relevant FAR and DFARS provisions pertaining to Confidential Information and Confidentiality. Licensor is not permitted to use Licensee’s data for a purpose that is not explicitly granted in writing by Licensee. Upon Licensee request, for any reason whatsoever, Licensor must promptly return all LicenseeData in Licensor's Possession in a format as may be designated at the time of request by Licensee.

(7) Licensee may create or hire others (including Licensor) to create modifications, customizations or other enhancements to the Software Which might be classified as “Derivative Works” of the software. Unless otherwise negotiated and mutually agreed upon at the order level,the intellectual property(IP) rights to the DerivativeWorks shall be owned by the owner of the underlying intellectual property. The Derivative Work[s] shall be made available to the Licensee through a royalty free, perpetual worldwide, no charge license to the Licensee.

(8) Software Asset IdentificationTags (SWID) (Option 1 SIN 511210) Option1 is applicable when theOfferor agrees to include the International Organization for Standardization/International Electro-technical Commission 19770-2 (ISO/IEC 19770- 2:2015) standard identification tag (SWIDTag) as an embedded element in the software. An ISO/IEC 19970-2 tag is a discoverable identification element in software that provides licensees enhanced asset visibility. Enhanced visibility supports both the goals of better software asset management and license compliance. Offerors may use the National Institute of Standards and Technology (NIST) document “NISTIR 8060: Guidelines for Creation of Interoperable Software Identification (SWID) Tags,”December 2015 to determine if they are in compliance with the ISO/IEC 19770-2 standard.

Section 837 of The Federal Information Technology Acquisition Reform Act (FITARA) of 2014, requires GSA to seek agreements with software vendors that enhance government - wide acquisition, shared use, and dissemination of software, as well as compliance with end user license agreements. The MegabyteAct of 2016 requires agencies to inventory software assets and to make informed decisions prior to new software acquisitions. In June of 2016, the Office of Management and Budget issued guidance on software asset management requiring each CFO Act (Public Law 101-576 – 11/15/1990) agency to begin software inventory management (M-16-12). To support these requirements, Offerors may elect to include the terms of Option 1 and/or Option 2, which support software asset management and government-wide reallocation or transferability of perpetually licensed software.

(9) Reallocation of Perpetual Software (Option 2 SIN 511210)

a. The purpose of SIN 132-33 OPTION 2 is to allow ordering activities to transfer software assets for a pre-negotiated charge to other ordering activities.

b. When an ordering activity becomes aware that a reusable software asset may be available for transfer, it shall contact the Contractor, identify the software license or licenses in question, and request that these licenses be reallocated or otherwise made available to the new ordering activity.

c. Contractors shall release the original ordering activity from all future obligations under the original license agreement and shall present the new ordering activity with an equivalent license agreement. When the new ordering activity agrees to the license terms, henceforth any subsequent infringement or breach of licensing obligations by the new ordering activity shall be a matter exclusively between the newordering activity and the Contractor.

d. The original ordering activity shall de-install, and/or make unusable all of the software assets that are to be transferred. It shall have no continuing right to use the software and any usage shall be considered a breach of the Contractor’s intellectual property and a matter of dispute between the original ordering activity/original license grantee and the licensor.

e. As a matter of convenience, once the original licenses are deactivated, di- installed, or made otherwise unusable by the original ordering activity or license grantee, the Contractor may elect to issue new licenses to the new ordering activity to replace the old licenses. When new licenses are not issued, the Contractor shall provide technical advice on how best to achieve the functional transfer of the software assets.

f. Software assets that are eligible for transfer that have lapsed Software reinstatement fee, chargeable to the new ordering activity or license grantee. When such a fee is paid,the new ordering activity shall receive all the rights and benefits of Software Maintenance Services

10. SOFTWARE CONVERSIONS - (SIN511210)

Full monetary credit will be allowed to the ordering activity when conversion from one version of the software to another is made as the result of a change in operating system, or from one computer system to another. Under a perpetual license (132-33), the purchase price of the new software shall be reduced by the amount that was paid to purchase the earlier version. Under a term license (132 -32), conversion credits which accrued while the earlier version was under a term license shall carry forward and remain available as conversion credits which may be applied towards the perpetual license price of the new version.

11. 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.

12. RIGHT-TO-COPY PRICING

The Contractor shall insert the discounted pricing for right-to-copy licenses.

Subscription Services Agreement

This agreement is between the GSA Multiple Award Schedule Contractor acting on behalf of Millsapps, Ballinger & Associates, LLC, a Virginia limited liability company (MB&A), and the eligible Ordering Activity under GSA Schedule contracts identified in the Purchase Order, Statement of Work, or similar document agreeing to these terms (“Customer” or “Ordering Activity”). It is dated as of the date MB&A signs below.

1. SOFTWARE SERVICE. This agreement provides Customer access to and usage of Internet based software services, including the Salesforce.com service (SFDC) as specified on an order (Service).

2. USE OF SERVICE.

a. Customer Owned Data. All data accessed and used by the Service from Customer’s SFDC account remains the property of Customer, as between MB&A and Customer (Customer Data). Customer grants MB&A the right to use the Customer Data solely for purposes of performing under this agreement.

b. Access and Usage. Customer may allow its contractors to access the Service in compliance with the terms of this agreement, which access must be for the sole benefit of Customer. Customer is responsible for the compliance with this agreement by its contractors. SFDC may not be used under this agreement except in combination with the Service. The Service interoperates with SFDC and depends on the continuing availability and access to SFDC and its data or information interfaces. If for any reason MB&A cannot access or use SFDC, MB&A may not be able to provide any of all of the functions of its Service. No refund or credit will be provided for temporary unavailability of SFDC, however if access to SFDC is permanently not available (other than as a result of the act or omission of Customer) then Customer may terminate the affected order and MB&A will provide a refund to Customer of any prepaid and unused fees for that order.

c. Customer Responsibilities. Customer (i) must keep its passwords secure and confidential; (ii) is solely responsible for Customer Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify MB&A promptly of any such unauthorized access; and (iv) may use the Service only in accordance with the Service’s user guide and applicable law.

3. LIMITED WARRANTY. MB&A warrants that the Service will, for a period of sixty (60) days from the date of your receipt, perform substantially in accordance with Service written materials accompanying it. EXCEPT AS EXPRESSLY SET FORTH IN THE FOREGOING THE SERVICE IS PROVIDED ‘AS IS’ WITHOUT WARRANTY. MB&A DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. WHILE MB&A TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, MB&A DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED.

4. PAYMENT. Customer must pay all fees as specified on the order, but if not specified then within 30 days of receipt of an invoice. MB&A shall state separately on invoices taxes excluded from the fees, and the Customer agrees either to pay the amount of the taxes (based on the current value of the equipment) or provide evidence necessary to sustain an exemption, in accordance with FAR 52.229 -1 and FAR 52.229-3. This agreement contemplates one or more orders for the Service, which orders are governed by the terms of this agreement.

5. MUTUAL CONFIDENTIALITY.

a. Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). MB&A’s Confidential Information includes without limitation the Service, its user interface design and layout, and pricing information (Excluding GSA Schedule pricing), and the Software and Documentation (defined below).

b. Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosure for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Disclosure to those of its employees and contractors who need such access for purposes consistent with this agreement.

c. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Disclosure, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Disclosure, (iii) is received from a third party without breach of any obligation owed to Disclosure, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Disclosure with advance notice to seek a protective order. MB&A recognizes that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C. 552, which requires that certain information be released, despite being characterized as “confidential” by the vendor.

6. MB&A PROPERTY.

a. Reservation of Rights. The software, workflow processes, user interface, designs and Software and Documentation, and other technologies provided by MB&A as part of the Service are the proprietary property of MB&A and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with MB&A. Customer may not remove or modify any proprietary marking or restrictive legends in the Service or Software and Documentation. MB&A reserves all rights unless expressly granted in this agreement.

b. Restrictions. Customer may not (i) sell, resell, rent or lease the Service or use it in a service provider capacity; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or its related systems or networks; (v) reverse engineer the Service or the Software and Documentation; (vi) use the Service or any part of it to develop applications; or (vii) access the Service or use the Software and Documentation to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.

c. Software and Documentation. All software provided by MB&A as part of the Service, and the Service documentation, sample data, marketing materials, training material and other material provided through the Service or by MB&A (Software and Documentation) are licensed to Customer as follows: MB&A grants Customer a non-exclusive, non-transferable license during the term of this agreement, to use and copy such Software in accordance with the Documentation, solely in connection with the Service.

d. Mobile Software. Some Software licensed above may include mobile software to access the Service via a mobile device (Mobile Software). To use the Mobile Software, Customer must have a mobile device that is compatible with the Mobile Software, and have an active subscription to the Service. MB&A does not warrant that the Mobile Software will be compatible with Customer’s mobile device. Customer may use mobile data in connection with the Mobile Software and may incur additional charges from Customers wireless provider for these services. Customer agrees that it is solely responsible for any such charges. Customer acknowledges that MB&A may from time to time issue upgraded versions of the Mobile Software, and may automatically electronically upgrade the version of the Mobile Software that Customer is using on its mobile device. Customer consents to such automatic upgrading on its mobile device.

e. Mobile Software from Apple App Store. The following applies to any Mobile Software Customer acquires from the Apple App Store (App Store Software): Customer agrees that this agreement is solely between Customer and MB&A, not Apple, and that Apple has no responsibility for the App Store Software or content thereof. Customer’s use of the App Store Software must comply with the App Store Terms of Service. Customer acknowledges that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Software. In the event of any failure of the App Store Software to conform to any applicable warranty, Customer may notify Apple, and Apple will refund the purchase price for the App Store Software to Customer. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this agreement and any law applicable to MB&A as provider of the App Store Software. Customer acknowledges that Apple is not responsible for addressing any claims by Customer or any third party relating to the App Store Software or Customer’s possession and/or use of the App Store Software, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; an d all such claims are governed solely by this agreement and any law applicable to MB&A as provider of the App Store Software. Customer acknowledges that, in the event of any third-party claim that the App Store Software or Customer’s possession and use of that App Store Software infringes that third party’s intellectual property rights, MB&A, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this agreement.

f. SFDC Services. The Service interoperates with SFDC. The Customer must have existing appropriate Salesforce licensing and be compliant with the terms of those SFDC licensing terms. The Service depends on the continuing availability and access to SFDC and any data or information interfaces. If for any reason MB&A cannot access or use SFDC, MB&A may not be able to provide all of the functions of its Service. MB&A HAS NO LIABILITY REGARDING THE AVAILABILITY OF SFDC.

7. TERM AND TERMINATION.

a. Term. This agreement continues until all orders have terminated.

b. Termination for Material Breach. When the End User is an instrumentality of the U.S., recourse against the United States for any alleged breach of this Agreement must be brought as a dispute under the contract Disputes Clause (Contract Disputes Act). During any dispute under the Disputes Clause, MB&A shall proceed diligently with performance of this Agreement, pending final resolution of any request for relief, claim, appeal, or action arising under the Agreement, and comply with any decision of the Contracting Officer.

c. Return MB&A Property Upon Termination. Upon termination of this agreement for any reason, Customer must pay MB&A for any unpaid amounts for the Service provided to the termination date, and destroy or return all property of MB&A. Upon MB&A’s request, Customer will confirm in writing its compliance with this destruction or return requirement.

d. Return of Customer Data. Customer Data is made available to Customer in accordance with the SFDC Terms. e. Suspension for Violations of Law. MB&A may temporarily suspend the Service if it in good faith believes that, as part of using the Service, Customer has violated a law. MB&A will attempt to contact customers in advance.

f. Reserved.

8. LIABILITY LIMIT.

a. EXCLUSION OF INDIRECT DAMAGES. MB&A is not liable for any indirect, special, incidental or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of data, records or information; and lost profits, revenue or anticipated cost savings), even if it knows of the possibility of such damage or loss. The foregoing limitation of liability shall not apply to (1) personal injury or death resulting from Licensor’s negligence; (2) for fraud; or (3) for any other matter for which liability cannot be excluded by law.

b. TOTAL LIMIT ON LIABILITY. MB&A’s total liability arising out of or related to this agreement (whether in contract, tort or otherwise) does not exceed the amount paid by Customer.

9. GOVERNING LAW AND FORUM.

This agreement is governed by the Federal laws of the United States.

10. OTHER TERMS.

a. Entire Agreement and Changes. This agreement and the order, together with the underlying GSA Schedule Contract, and Schedule Price List constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding. No modification of this agreement is effective unless both parties sign it, and no waiver is effective unless the party waiving the right signs a waiver in writing.

b. No Assignment. Neither party may assign or transfer this agreement or an order to a third party.

c. Independent Contractors. The parties are independent contractors with respect to each other.

d. Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Excusable delays shall be governed by FAR 52.212-4(f).

e. Reserved.

f. No Additional Terms. MB&A rejects additional or conflicting terms of any Customer form-purchasing document except that a negotiated Government Purchase Order, signed by both parties, shall supersede the terms of the Agreement.

g. Order of Precedence. If there is an inconsistency between this agreement and an order, the order prevails.

h. Survival of Terms. Any terms that by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement, will survive (including without limitation, the confidentiality terms). The UN Convention on Contracts for the International Sale of Goods does not apply.

i. Feedback. If Customer provides feedback or suggestions about the Service, then MB&A (and those it allows to use its technology) may use such information without obligation to Customer. MB&A acknowledges that the ability to use this Agreement and any Feedback provided as a result of this Agreement in advertising is limited by GSAR 552.203-71.

GSA Labor Description / Requirements