MAS - Four LLC - GS35F0312U

GENERAL SERVICES ADMINISTRATION

FEDERAL SUPPLY SERVICE

AUTHORIZED FEDERAL SUPPLY SCHEDULE PRICE LIST

On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order are available through GSA Advantage!, a menu-driven database system. The Internet address for GSA Advantage! is: http://www.gsaadvantage.gov

WORLDWIDE FEDERAL SUPPLY SCHEDULE CONTRACT FOR FSC GROUP

LARGE CATEGORY F:

INFORMATION TECHNOLOGY

CONTRACT NUMBER:

GS-35F-0312U

PERIOD COVERED BY CONTRACT:

March 17th, 2023 through March 18th, 2028

Four LLC 2303 Dulles Station Blvd

Suite 105 Herndon, VA 20170

Phone: (757) 343-4795 Fax: (703) 563-9652 http://fourinc.com

General Services Administration Management Services Center Acquisition Division

Supplement #PA-0180, dated 12/2/2024

Contract Administrator:

Bree Burk

Phone: (757) 343-4795 Fax: (703) 563-9652 bburk@fourinc.com

Business Size: SMALL BUSINESS

UEI: X1JJYEW4HAN9

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

GS-35F-0312U is listed here for reference purposes only and is replaced by 47QTCA24D008X.

GS-35F-0312U is only to be used for active submitted quote(s)/established BPAs awarded prior to, or pending an award decision as of 5/8/2024. All new quote(s)/BPAs MUST be awarded against the contractor’s Surviving MAS contract 47QTCA24D008X.

www.fourinc.com GSA Schedule - GS-35F-0312U

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

SIN #:

511210 518210C 532420L 54151

SIN TITLE

Software Licenses Cloud and Cloud-Related IT Professional Services Leasing of New Electronic Equipment Software Maintenance Services

54151ECOM Electronic Commerce and Subscription Services 54151S Information Technology Professional Services 811212 Computer and Office Machine Repair and Maintenance OLM Order-Level Materials

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

See GSA Advantage! for full GSA Catalog

1c. If the Contractor is proposing hourly rates, a description of all corresponding commercial job titles, experience, functional responsibility and education for those types of employees or subcontractors who will perform services shall be provided. If hourly rates are not applicable, indicate not applicable for this item.

See GSA Advantage! for full GSA Catalog

2. Maximum order.

Amount

$500,000 $500,000 $500,000

SIN

511210 518210C 532420L 54151 $500,000

54151ECOM $500,000

$500,000 $500,000

54151S 811212 33411

OLM $250,000

3. Minimum order.

$1.00

4. Geographic coverage (delivery area).

48 contiguous states and Washington, DC

5. Point(s) of production (city, county, and State or foreign country).

Four LLC 2303 Dulles Station Blvd., Suite 105 Herndon, VA 20171 Phone: (757) 343-4795 Fax: (703) 563-9652

GSA AWARDED TERMS AND CONDITIONS

Four LLC

33411 Purchasing of New Electronic Equipment

$500,000

6. Discount from list prices or statement of net price.

See GSA Advantage! for full GSA Catalog

7. Quantity discounts.

None

8. Prompt payment terms.

0% Net, 30 Days

9. Foreign items (list items by country of origin).

None

10a. Time of delivery. (Contractor insert number of days.)

SIN Delivery Time (Days ARO)

511210 518210C 532420L 54151 33411

30 Days 30 Days 30 Days 30 Days 30 Days

54151ECOM 30 Days 54151S 30 Days 811212 30 Days OLM 30 Days

10b. Expedited Delivery. The Contractor will insert the sentence "Items available for expedited delivery are noted in this price list." under this heading. The Contractor may use a symbol of its choosing to highlight items in its price lists that have expedited delivery.

EXPEDITED DELIVERY TIME IS NEGOTIATED BETWEEN CONTRACTOR AND

ORDERING AGENCY

10c. Overnight and 2-day delivery. The Contractor will indicate whether overnight and 2-day delivery are available. Also, the Contractor will indicate that the schedule customer may contact the Contractor for rates for overnight and 2-day delivery.

EXPEDITED DELIVERY TIME IS NEGOTIATED BETWEEN CONTRACTOR AND

ORDERING AGENCY

10d. Urgent Requirements. The Contractor will note in its price list the "Urgent Requirements" clause of its contract and advise agencies that they can also contact the Contractor's representative to effect a faster delivery.

EXPEDITED DELIVERY TIME IS NEGOTIATED BETWEEN CONTRACTOR AND

ORDERING AGENCY

11. F.O.B. point(s).

Destination

12a. Ordering address(es).

Four LLC 2303 Dulles Station Blvd, Suite 105 Herndon, VA 20170 Telephone : (757) 343-4795 Fax : (703) 563-9652

12b. 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.

13. Payment address(es).

Four LLC 2303 Dulles Station Blvd, Suite 105 Herndon, VA 20170 Telephone : (757) 343-4795 Fax : (703) 563-9652

14. Warranty provision.

STANDARD COMMERCIAL WARRANTY

15. Export packing charges, if applicable.

NOT APPLICABLE

16. Terms and conditions of rental, maintenance, and repair (if applicable).

NOT APPLICABLE

17. Terms and conditions of installation (if applicable).

NOT APPLICABLE

18a. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices (if applicable).

NOT APPLICABLE

18b. Terms and Conditions for any other services (if applicable)

NOT APPLICABLE

20. List of participating dealers (if applicable).

Authorized for ZeroFox, Inc. - Guidepoint Security Government Solutions, LLC, alicia.danny@guidepointsecurity.com -

877-889-0132 Ext. 8537

FCN, Inc., joe.hockman@fcnit.com, 703-471-0155

August Schell Enterprises, Mim.luangraj@augustschell.com, 703-678-1050

CMA Technology Inc., brittany.wilson@cmai.com, 570-244-8450

21. Preventive maintenance (if applicable). NOT APPLICABLE

22a. Special attributes such as environmental attributes (e.g., recycled content, energy efficiency, and/or reduced pollutants).

NONE

22b. 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/.

NOT APPLICABLE

23. SAM UEI:

X1JJYEW4HAN9

24. Notification regarding registration in System for Award Management (SAM) database.

CAGE Code 4M4Z2, active in SAM.

Table of Contents:

SIN 532420L Option 2 Lease Terms and Conditions

IBM LICENSE, WARRANTY, AND SUPPORT TERMS

Authentic8 GSA Aproved EULA

Synopsys GSA Approved EULA

Workiva GSA Approved EULA

HCL Software GSA Approved EULA………………………………………………………………………………………..…60

AttackIQ, Inc. GSA Approved EULA………………………………………………………………………………………..….73

MixMode GSA Approved EULA……………………………………………………………………………………….......….108

Axellio GSA Approved EULA………………………………………………………………………………..........………...….94

FiveCast GSA Approved EULA………………………………………………………………………………......…….…..….96

Minitab GSA Approved EULA…………………………………………………………………………………….......…...….100

ZeroFox, Inc. GSA Approved EULA………………………………………………………………………………………..….83

NetScout Systems GSA Approved EULA……………………………………………………………………………......….116

Sprinklr GSA Approved EULA………………………………………………………………………………………..…

Black Kite GSA Approved EULA………………………………………………………………………………………..… Xage Security Government GSA Approved EULA.........…………………………………………………………….… N. Harris Computer Corporation GSA Approved EULA.........……………………………………………………………...177 Snorkel AI GSA Approved EULA.........…………………………………………………………….… Chainalysis GSA Approved EULA.........……………………………………………………………… NetRise GSA Approved EULA........………………………………………………………………

INFORMATION TECHNOLOGY CATEGORY

HARDWARE SUBCATEGORY

SIN 532420L Option 2 Lease Terms and Conditions

Option 2 Lease Terms and Conditions contains a cancellation clause, in which the fee must be in accordance with applicable legal principles.

To the extent an Offeror wishes to propose alternative lease terms and conditions that provide for lower discounts/prices based on the ordering activity’s stated intent to fulfill the projected term of a lease including option years, while at the same time including separate charges for early end of the lease, the following terms apply. These terms address the timing and extent of the ordering activity’s financial obligation including any potential charges for early end of the lease.

52.207-5 Option to Purchase Equipment Feb 1995

52.227-14 Rights in Data-General May 2014

1. LEASING PRICE LIST NOTICE

a. Contractors must include the following notice in their contract price list for SIN 532420L:

“The ordering activity is responsible for the obligation of funds consistent with applicable law. Agencies are advised to review the lease terms and conditions contained in this price list prior to ordering and obligating funding for a lease.”

2. STATEMENT OF ORDERING ACTIVITY INTENT

a. The ordering activity and the Contractor understand that a delivery order issued pursuant to this SIN is a lease arrangement and contemplates the use of the product for the term of the lease specified in such delivery order (the “Lease Term”). In that regard, the ordering Activity, as lessee, understands that the lease provisions contained herein and the rate established for the delivery order are premised on the ordering Activity's intent to fulfill that agreement, including acquiring products for the period of time specified in the order. Each lease hereunder shall be initiated by a delivery order which shall, either through a statement of work or other attachment, specify the product being leased, and the required terms of the transaction.

b. Each ordering activity placing a delivery order under the terms of this option intends to exercise each renewal option and to extend the lease until completion of the Lease Term so long as the need of the ordering activity for the product or functionally similar product continues to exist and funds are appropriated. Contractor may request information from the ordering activity concerning the essential use of the products.

3. LEASE TERM

a. The date on which the ordering activity accepts the products is the Commencement Date of the lease. For acceptance to occur, the products must operate in accordance with the product’s published specifications and statement of work. Acceptance shall be in accordance with the terms of the contract or as otherwise negotiated by the ordering activity and the Contractor.

b. Any lease is executed by the ordering activity on the basis that the known requirement for such product exceeds the initial base period of the delivery order, which is typically 12 months, or for the remainder of the fiscal year. Pursuant to FAR and/or DFAR 232.703- 3(b), delivery orders with options to renew that are funded by annual (fiscal year) appropriations may provide for initial base periods and option periods that cross fiscal years as long as the initial base period or each option period does not exceed a 12 month period.. This cross fiscal year authority does not apply to multi-year leases.

c. The total Lease Term will be specified in each delivery order, including any relevant renewal options of the ordering activity. All delivery orders, whether for the initial base period or renewal period, shall remain in effect through September 30 of the fiscal year (unless extended by statute), through any earlier expiration date specified in the delivery order, or until the ordering activity exercises its rights hereunder to acquire title to the product prior to such expiration date. The ordering activity, at its discretion, may exercise each option to extend the term of the lease through the lease term. Renewal delivery orders shall not be issued for less than all of the product and/or software set forth in the original delivery order. Delivery orders under this SIN shall not be deemed to obligate succeeding fiscal year funds. The ordering activity shall provide the Contractor with written notice of exercise of each renewal option as soon as practicable. Notice requirements may be negotiated on an order-by-order basis.

d. Where an ordering activity’s specific appropriation or procurement authority provides for contracting beyond the fiscal year period, the ordering activity may place a delivery order for a period up to the expiration of the Lease Term, or to the expiration of the period of availability of the multi-year appropriation, or whatever is appropriate under the applicable circumstances.

4. LEASE TERMINATION

a. The ordering activity must elect the Lease Term of the relevant delivery order. The Contractor (and assignee, if any) will rely on the ordering activity’s representation of its intent to fulfill the full Lease Term to determine the monthly lease payments calculated herein.

i. The ordering activity may terminate or not renew leases under this option at no cost, pursuant to a Termination for Non-Appropriation as defined herein (see paragraph (c) below). In any other event, the ordering activity’s contracting officer may either terminate the relevant delivery order for cause or Termination for Convenience in accordance with GSAR 552.212-4 paragraphs (l) and (m).

ii. The Termination for Convenience at the end of a fiscal year allows for separate charges for the early end of the lease (see paragraph (d) below). In the event of termination for the convenience of the ordering activity, the ordering activity may be liable only up to the amount beyond the order’s Termination Ceiling. Any termination charges calculated under the Termination for Convenience clause must be determined or identified in the delivery order or in the lease agreement.

b. Termination for Convenience of the Ordering Activity: Leases entered into under this option may not be terminated except by the ordering activity’s contracting office responsible for the delivery order in accordance with GSAR 552.212-4, Contract Terms and Conditions Commercial Items, paragraph (l) Termination for Convenience of the ordering activity. The costs charged to the ordering activity as the result of any Termination for Convenience of the ordering activity must be reasonable and may not exceed the sum of the fiscal year’s payment obligations less payments made to date of termination plus the Termination Ceiling.

c. Termination for Non-Appropriation: The ordering activity reasonably believes that the bona fide need will exist for the entire Lease Term and corresponding funds in an amount sufficient to make all payments for the lease Term will be available to the ordering activity. Therefore, it is unlikely that leases entered into under this option will terminate prior to the full Lease Term. Nevertheless, the ordering activity’s contracting officer may terminate or not renew leases at the end of any initial base period or option period under this paragraph if (a) it no longer has a bona fide need for the product or functionally similar product; or (b) there is a continuing need, but adequate funds have not been made available to the ordering activity in an amount sufficient to continue to make the lease payments. If this occurs, the ordering activity will promptly notify the Contractor, and the product lease will be terminated at the end of the last fiscal year for which funds were appropriated. Substantiation to support a termination for non- appropriation shall be provided to the Contractor upon request.

d. Termination Charges: At the initiation of the lease, termination ceilings will be established for each year of the lease term. The termination ceiling is a limit on the amount that a Contractor may be paid by the ordering activity on the Termination for Convenience of a lease. No claim will be accepted for future costs: supplies, maintenance, usage charges or interest expense beyond the date of termination. In accordance with the bona fide needs rule, all termination charges must reasonably represent the value the ordering activity received for the work performed based upon the shorter lease term. No Termination for Convenience costs will be associated with the expiration of the lease term.

e. At the order level, the ordering activity may, consistent with legal principles, negotiate lower monthly payments or rates based upon appropriate changes to the termination conditions in this section.

4. The following terms and conditions may be included.

a. ASSIGNMENT OF CLAIMS

GSAR 552.232-23, Assignment of Claims, is incorporated herein by reference as part of these lease provisions. The ordering activity’s contracting officer will acknowledge the assignment of claim for a lease in accordance with FAR 32.8. The extent of the assignee’s protection is in accordance with FAR 32.804. Any setoff provision must be in accordance with FAR 32.803.

b. PEACEFUL POSSESSION AND UNRESTRICTED USE

In recognition of the types of products available for lease and the potential adverse impact to the ordering activity’s mission, the ordering activity’s quiet and peaceful possession and unrestricted use of the product shall not be disturbed in the event the product is sold by the Contractor, or in the event of bankruptcy of the Contractor, corporate dissolution of the Contractor, or other event. The product shall remain in the possession of the ordering activity until the expiration of the lease. Any assignment, sale, bankruptcy, or other transfer of the leased product by the Contractor will not relieve the Contractor of its obligations to the ordering activity, and will not change the ordering activity’s duties or increase the burdens or risks imposed on the ordering activity.

c. COMMENCEMENT OF LEASE The date on which the ordering activity accepts the products is the Commencement Date of the lease. Acceptance is as defined elsewhere in the contract, or as further specified in the order.

d. INSTALLATION AND MAINTENANCE

i. Installation and Maintenance, when applicable, normally are not included in the charge for leasing. The Contractor may require the ordering activity to obtain installation and maintenance services from a qualified source. The ordering activity may obtain installation and/or maintenance on the open market, from the Contractor’s schedule contract, or from other sources. The ordering activity may also perform installation and/or maintenance in house, if qualified resources exist. In any event, it is the responsibility of the ordering activity to ensure that maintenance is in effect for the Lease term for all products leased.

ii. When installation and/or maintenance are ordered under this schedule to be performed by the Contractor, the payments, terms and conditions as stated in this contract apply.

The rates and terms and conditions in effect at the time the order is issued shall apply during any subsequent renewal period of the lease. The maintenance rates and terms and conditions may be added to the lease payments with mutual agreement of the parties.

e. MONTHLY PAYMENTS:

i. Prior to the placement of an order under this Special Item Number, the ordering activity and the Contractor must agree on a “base value” for the products to be leased. For Lease to Ownership (Capital Lease) the base value will be the contract purchase price (less any discounts). For Lease with Option to Own (Operating Lease), the base value will be the contract purchase price (less any discounts), less a mutually agreed upon residual value (pre-stated purchase option price at the conclusion of the lease) for the products. The residual value will be used in the calculation of the original lease payment, lease extension payments, and the purchase option price.

ii. To determine the initial lease term payment, the Contractor agrees to apply the negotiated lease factor to the agreed upon base value:

For Example: Lease factor one (1) percent over the rate for the three year (or other term) Treasury Bill (T-bill) at the most current U. S. Treasury auction.

The lease payment may be calculated by using a programmed business calculator or by using “rate” functions provided in commercial computer spreadsheets.

iii. For any lease extension, the extension lease payment will be based on the original residual value, in lieu of the purchase price. The ordering activity and the Contractor shall agree on a new residual value based on the estimated fair market price at the end of the extension. The formula to determine the lease payment will be that in 5.b. Above.

iv. The purchase option price will be the fair market value of the product or payment will be based upon the unamortized principle, as shown on the payment schedule as of the last payment prior to the date of transfer of ownership, whichever is less.

v. The point in time when monthly rates are established is subject to negotiation and evaluation at the order level.

vi. In the event the ordering activity desires, at any time, to acquire title to product leased hereunder, the ordering activity may make a one-time lump sum payment.

f. LEASE END/DISCONTINUANCE OPTIONS

i. Upon the expiration of the Lease Term, Termination for Convenience, or Termination for

Non- Appropriation, the ordering activity will return the Product to the Contractor unless the ordering activity by 30 days written notice elects either:

1. to purchase the product for the residual value of the product, or

2. to extend the term of the Lease, as mutually agreed. To compute the lease payment, the residual value from the preceding lease shall be the initial value of the leased product. A new residual value shall be negotiated for the extended lease and new lease payments shall be computed.

ii. Relocation - The ordering activity may relocate products to another location within the ordering activity with prior written notice. No other transfer, including sublease, is permitted. ordering activity shall not assign, transfer or otherwise dispose of any products, or any interest therein, or crate or suffer any levy, lien or encumbrance then except those created for the benefit of Contractor or its assigns.

iii. Returns

1. Within fourteen (14) days after the date of expiration, non-renewal or termination of a lease, the ordering activity shall, at its own risk and expense, have the products packed for shipment in accordance with manufacturer's specifications and return the products to Contractor at the location specified by Contractor in the continental US, in the same condition as when delivered, ordinary wear and tear excepted. Any expenses necessary to return the products to good working order shall be at ordering activity's expense.

2. The Contractor shall conduct a timely inspection of the returned products and within 45 days of the return, assert a claim if the condition of the product exceeds normal wear and tear.

3. Product will be returned in accordance with the terms of the contract and in accordance with Contractor instruction.

4. With respect to software, the ordering activity shall state in writing to the Contractor that it has:

i. deleted or disabled all files and copies of the software from the equipment on which it was installed;

ii. returned all software documentation, training manuals, and physical media on which the software was delivered; and

iii. has no ability to use the returned software.

g. UPGRADES AND ADDITIONS

i. The ordering activity may affix or install any accessory, addition, upgrade, product or device on the product ("additions") provided that such additions:

1. can be removed without causing material damage to the product;

2. do not reduce the value of the product; and

3. are obtained from or approved by the Contractor, and are not subject to the interest of any third party other than the Contractor.

ii. Any other additions may not be installed without the Contractor's prior written consent. At the end of the lease term, the ordering activity shall remove any additions which:

1. were not leased from the Contractor, and

2. are readily removable without causing material damage or impairment of the intended function, use, or value of the product, and restore the product to its original configuration.

iii. Any additions that are not so removable will become the Contractor's property

(lien free).

iv. Leases of additions and upgrades must be co-terminus with that of the product.

h. RISK OF LOSS OR DAMAGE

The ordering activity is relieved from all risk of loss or damage to the product during periods of transportation, installation, and during the entire time the product is in possession of the ordering activity, except when loss or damage is due to the fault or negligence of the ordering activity. The ordering activity shall assume risk of loss or damage to the product during relocation, (i.e., moving the product from one ordering activity location to another ordering activity location), unless the Contractor shall undertake such relocation.

i. TITLE

During the lease term, product shall always remain the property of the Contractor. The ordering activity shall have no property right or interest in the product except as provided in this leasing agreement and shall hold the product subject and subordinate to the rights of the Contractor. Software and software licenses shall be deemed personal property.

The ordering activity shall have no right or interest in the software and related documentation except as provided in the license and the lease. Upon the Commencement Date of the Lease Term, the ordering activity shall have an encumbered license to use the software for the Lease Term. The ordering activity’s encumbered license rights in the software will be subject to the same rights as provided to a purchaser of a license under the terms of this contract except that the ordering activity will not have an unencumbered, paid-up license until it has made all lease payments for the full Lease Term in the case of a Lease To Ownership or has otherwise paid the applicable purchase option price.

j. TAXES The lease payments, purchase option prices, and interest rates identified herein exclude all state and local taxes levied on or measured by the contract or sales price of the product furnished hereunder. The ordering activity will be invoiced for any such taxes as Contractor receives such tax notices or assessments from the applicable local taxing authority. Pursuant to the provisions of FAR 52.229-1 State and Local Taxes, the ordering activity agrees to pay tax or provide evidence necessary to support an exemption from the tax.

k. ADDITIONAL LEASE TERMS Offeror may propose additional lease terms and conditions for billings, payments, and/or invoices, as long as they are consistent with the terms and conditions specified elsewhere.

IBM LICENSE, WARRANTY, AND

SUPPORT TERMS

The following sections of the IBM GSA Schedule No. GS-35F-110DA terms and conditions are applicable to this Schedule Contract:

Chapter 1, General Information o Section 1.39, “Third Party Products” o Section 1.40, “Resale to Third Parties” o Section 1.41, “Patent and Copyright Indemnity” o Section 1.45, “Other Responsibilities” o Section 1.46, “Definition of Terms”

Chapter 5, Software o Section 5.1, “Inspection/Acceptance” o Section 5.2, “Guarantee/Warranty” o Section 5.3, “Technical Services” o Section 5.4, “Software Maintenance” o Section 5.5, “Utilization Limitations” o Section 5.8, “General Information” o Section 5.10, “Risk of Loss” o Section 5.11, “Compliance Verification” o Section 5.12, “Charges, Invoices, and Payments” o Section 5.14, “License Agreement for ICA Programs” o Section 5.15, “IBM Program License Agreement (IPLA)” o Section 5.16, “IBM Software Support via U.S. Citizens” o Section 5.17, “Software Pricing Options”

Chapter 9, Electronic Commerce o All Sections

Appendix S, Passport Advantage o All Sections

Appendix T, Cloud Services Agreement for IBM Federal Data Centers o All Sections

IBM SOFTLAYER SUPPLEMENTAL TERMS

The following terms apply to Four Inc.’s SoftLayer offerings.

THIS END USER SOFTLAYER AGREEMENT (“End User Agreement”) is made effective and entered into as of the day of , 20 ("Effective Date"), by and between IBM Corporation ("Provider") and , with its primary office at (hereinafter "End User"). Provider and End User may be referred to herein individually as “Party” or collectively as “Parties”.

WHEREAS, this End User SoftLayer Agreement sets forth basic terms and conditions under which Provider will resell cloud services to the End User. SoftLayer and Arrow will be third party beneficiaries to the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

DEFINITIONS:

“Agreement” means the written terms between Arrow and Provider applicable to Provider’s purchase of the Services from Arrow.

“Arrow’” means Arrow Enterprise Computing Solutions, Inc. which is the distributor of the Services purchased by Provider for resale to the End User” “AUP” means SoftLayer’s Acceptable Use Policy, which is contained in the Cloud Services Agreement for IBM Federal Data Centers provided in Attachment A affixed at the end of this document.

“Content” means SoftLayer data, software and information provided by SoftLayer in the provisioning of the Services.

“Customer Content” means all data, software and information, including without limitation, data text, software, scripts, video, sound, music, graphic and images that are created, uploaded or transferred in connection with the Services by Provider or End Customer.

“Fees” means the amount invoiced by Provider for the Services.

“MSRP” means SoftLayer suggested retail price for the Services.

“PII” means any personally identifiable information relating to any individual that accesses and/or uses the Services.

“Order” means End User’s purchase order issued to Provider.

“Private Network” means the term as defined in the AUP “Prohibited Content” means End User content that is illegal or unauthorized, including but not limited to violations of the AUP.

“Public Network” means the term as defined in the AUP.

“Services” means SoftLayer computer infrastructure and related services purchased by End User pursuant to the terms of this End User Agreement.

“SoftLayer Portal” means the SoftLayer web portal.

BUSINESS TERMS.

General Overview. SoftLayer has authorized that Provider as an authorized Provider of the Services.

End User agrees to purchase the Services from Provider for End User’s internal use. The terms of the Provider Agreement between the Arrow and Provider require that End User agree to certain flow down terms as set forth in the Agreement and that Provider enter into this End User Agreement with each End User before any Services can be purchased.

Orders.

Prices for Services. Price for the Services will be those as quoted by Provider to End User.

Orders received by Provider from End User must include the following information:

End User by name and address quantity, part number and description of the Service bill-to address requested Service delivery dates contact name and telephone number

Orders must include all of the above plus a reference to this End User Agreement as controlling for terms of the purchase and no additional terms or conditions will be added to this End User Agreement or will be applicable to any Order unless specifically negotiated by the parties. No Product or Service substitutions or cancellations to the Order or are permitted without Provider’s approval.

Payment and Invoices. Payment terms of Provider invoices are Net 30 days from date of invoice unless the parties have agreed otherwise upon initial account set up. Services shall be invoiced upon shipment. Services shall be invoiced upon delivery. Payment terms of the Provider’s invoice to End Users shall be that as agreed to by those parties.

Service Delivery. Service is software related and will be downloaded from the SoftLayer Portal.

RESPONSIBILITIES OF END USER. End User represents and warrants that it shall during the term of this End User Agreement:

a) Conduct its business so as to maintain the goodwill and reputation of SoftLayer and Provider at all times. End User shall not engage in any unfair or deceptive business practices with respect to the Services or otherwise; and agrees to; (i) ccomply with all applicable laws, rules and regulations, including, without limitation, the Foreign Corrupt Practices Act and related international anti- corruption laws and the Digital Millennium Copyright Act and related copyright laws; (ii) pay the Fees when due; (iii) use reasonable security precautions for providing access to the Services by its employees and any other individuals or companies to whom End User provides access; (iv) cooperate with SoftLayer’s or Provider’s investigation of outages, security problems, use of Prohibited Content and any suspected breach of the terms of this End User Agreement; (v) comply with all applicable license terms or terms of use for any software, content, service or website (including Customer Content) which End User uses or accesses when using or providing access to the Services; (vi) give Provider true, accurate, current, and complete account information; (vii) keep End User’s account information up to date; ; (x) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and immediately notify SoftLayer and Provider of any known or suspected unauthorized use of End User’s account and End User’s account, Services or any other breach of security. End User may not use the Services in any situation where failure or fault of the Services could lead to death or serious bodily injury of any person, or to physical or environmental damage. For example, End User may not use, or permit any other person to use, the Services in connection with aircraft or other modes of human mass transportation, nuclear or chemical facilities, or Class III medical devices under the Federal Food, Drug and Cosmetic Act.

b) Give Provider prompt written notice (unless precluded by law or regulation) of any change or anticipated change in End User’s financial condition, business structure, or operating environment (for example, a material change in equity ownership or management or any substantive change to information End User provided to Provider).

1. LIMITS OF AUTHORITY. End User shall not, without in each case the express prior written approval from an authorized representative of SoftLayer and Provider, take any of the following actions:

a) Make any representations, warranties or commitments on behalf of SoftLayer or Provider;

b) Make any representations or warranties in respect of the Services except as approved by SoftLayer and provided in this End User Agreement or alter, remove, modify or obfuscate any confidentiality legends or proprietary notices placed on or contained within the Services; or

c) Delegate or subcontract any of its activities or obligations under this End User Agreement.

2. SELECTION AND MODIFICATION OF THE SERVICES. For downgrades or cancellation of Services, End User must provide Provider or if directed by Provider to do so, SoftLayer with a written cancellation notice via cancellation ticket in accordance with the procedures in the SoftLayer Portal a minimum of 24 hours prior to 00:00:01 CST (GMT-6) on the Service renewal date. The failure to provide the required 24 hours written notice will result in the downgrade or discontinuance of Services (and any corresponding change in Fees) being effective on the following renewal date. Any Services cancelled prior to such 24-hour period will remain accessible to Provider and End User until the automated process reclaims the server on the renewal date, at which time the Services will cease to be accessible by Provider or End User.

3. DATA CENTER SELECTION, PRIVACY LAWS. If applicable, during its selection of Services, End User may select the data center from which the Services provided will be hosted. End User understands and acknowledges the sensitivity and confidentiality of PII which may be stored on or transmitted to and from the data center, and that such information may be obtained from End User or third parties who are subject to the Gramm-Leach-Bliley Act, the Healthcare Insurance Portability and Accountability Act, EU Member States’ laws promulgated in accordance with the European Data Protection Directive, other individual country laws governing the collection, processing, storage, and transmittal of PII, and/or other applicable data protection and privacy laws, regulations and guidelines (“Privacy Laws”).

End User acknowledges the protections afforded by Privacy Laws to PII and agrees to comply with all legal and contractual requirements relating to the privacy and confidentiality of

PII applicable to it in the performance of its obligations under this End User Agreement.

4. CUSTOMER SUPPORT. Unless otherwise agreed, End User shall be responsible for its own technical and other support at its own cost and expense.

5. AUDIT. Upon Provider’s written request, End User shall certify in writing that End User’s use of the Services and all other activities under this End User Agreement are in compliance with the terms of the Agreement. With prior notice of at least ten (10) days and during regular business hours and subject to applicable Government security requirements, Provider may audit End User’s compliance with the terms of this End User Agreement. If, upon performing the audit, it is determined that End User has underpaid Provider, Provider shall invoice End User for the additional amount due.

6. CONFIDENTIALITY. The Parties agree to maintain strict confidentiality of transactions and all trade secret and business confidential information (“Confidential Information”) of the other Party acquired or received under this End User Agreement, including any information, which, if publicly disclosed, could harm the non-disclosing Party. The Parties further agree not to use any confidential information of the other Party, except in performance of this End User Agreement and solely for the purpose(s) provided. Moreover, the Parties agree not to disclose Confidential Information to third parties for any purpose whatsoever without the express written consent of the non-disclosing Party. This limitation does not apply to the disclosure of Confidential Information that is needed to perform or administer work under this End User Agreement, such as the disclosure of Confidential Information to attorneys, accountants and Board Members, so long as the individual(s) receiving Confidential Information agree to abide by the confidentiality provisions herein. For purposes of this End User Agreement, Confidential Information shall not include any information that: (i) is now or becomes in the public domain through no breach of this End User Agreement; (ii) is in the possession of the receiving Party as of the date of execution hereof; (iii) is independently learned by the receiving Party from a third party without breach of this End User Agreement;

or (iv) is required by law, including, but not limited to the Freedom of Information Act, 5 U.S.C. § 552, or order of a court, administrative agency or other governmental body to be disclosed by the receiving Party. The Parties agree that the provisions of this Section shall survive the termination, for any reason, of this End User Agreement.

7. SUSPENSION.

SoftLayer and/or Provider may suspend provision of Services to End Users immediately in the event that:

a) SoftLayer and/or Provider determines that there is an emergency situation, including, but not limited to breach of security or

b) suspension is required by law, statute, regulation, rule or court order. SoftLayer will give End User reasonable advance notice of a suspension under this paragraph and a chance to cure the grounds on which the suspension is based, unless SoftLayer determines, in SoftLayer’s reasonable commercial judgment, that a suspension on shorter or contemporaneous notice is necessary to protect SoftLayer or its other customers from operational, security, or other risk or the suspension is ordered by a court or other judicial body.

7.2 Responsibility upon Suspension.

If SoftLayer or Provider suspends End User’s right to access or use any portion or all of the Service:

(a) End User remains responsible for all Fees and charges End User has incurred through the date of suspension;

(b) End User remains responsible for any applicable Fees and charges for any Services to which

End User has continued to have access, as well as applicable data storage Fees and charges, and Fees and charges for in-process tasks completed after the date of suspension;

(c) End User will not be entitled to any SLA Credits under any Service Level Agreement accrued during any period of suspension with respect to any such suspended services; and

(d) SoftLayer or Provider may terminate End Users’ access to the relevant Customer Content stored in the Services during a suspension, and neither SoftLayer nor Provider shall be liable to End User, or any third party for any damages or losses Provider, End User, or any third party may incur as a result of such suspension.

8. ALLEGED MATERIAL BREACH. Recourse against the United States for any alleged breach of this agreement must be made under the terms of the Federal Tort Claims Act or as a dispute under the contract disputes clause (Contract Disputes Act) as applicable. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the Contracting Officer.

9. TERM AND TERMINATION.

a) This End User Agreement will become effective on the Effective Date, continue for one (1) year.

b) Recourse against the United States for any alleged breach of this agreement must be made under the terms of the Federal Tort Claims Act or as a dispute under the contract disputes clause (Contract Disputes Act) as applicable. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the Contracting Officer.

c) Any termination will be without prejudice to any other right or remedy afforded to the Parties and will not affect any rights or obligations, which have occurred prior to such termination. Thus, any Orders with open commitments shall be completed with the terms and conditions of this End User Agreement governing each Order until the commitment has been completed.

10. CONTROLLING AGREEMENTS. Terms that apply to this agreement, listed in their order of precedence, are: (i) Cloud Services Agreement for IBM Federal Data Centers, which includes the AUP, and (ii) End User SoftLayer Agreement.

11. WARRANTY DISCLAIMER. THE SERVICES ARE FURNISHED BY SOFTLAYER, ARROW

AND PROVIDER “AS IS” AND WITHOUT WARRANTIES OR CONDITIONS, STATUTORY

OR OTHERWISE, OF ANY KIND. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED,

SOFTLAYER AND PROVIDER: (A) EXPRESSLY DISCLAIM ALL WARRANTIES,

WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION,

THE IMPLIED WARRANTIES OF NON- INFRINGEMENT, TITLE, MERCHANTABILITY,

AND FITNESS FOR A PARTICULAR PURPOSE; (B) DOES NOT WARRANT THAT THE

SERVICES WILL MEET END USERS’ REQUIREMENTS, OR THAT THEIR OPERATION

WILL BE TIMELY, UNINTERRUPTED, SECURE, OR ERROR-FREE OR THAT ANY

DEFECTS WILL BE CORRECTED; AND (C) DOES NOT WARRANT OR MAKE ANY

REPRESENTATIONS OR CONDITIONS REGARDING THE USE OR THE RESULTS OF

THE USE OF THE SERVICES IN TERMS OF THEIR ACCURACY, RELIABILITY,

TIMELINESS, COMPLETENESS, OR OTHERWISE. END USER ASSUMES TOTAL

RESPONSIBILITY FOR THE USE OF THE SERVICES BY END USER.

NOTWITHSTANDING THE FOREGOING, SOFTLAYER SHALL PROVIDE FOR THE

REPAIR OR REPLACEMENT OF DEFECTIVE ITEMS DISCOVERED WITHIN A

REASONABLE PERIOD OF TIEM AFTER ACCEPTANCE.

12. LIMITATION OF LIABILITY. EXCEPT FOR LIABILITY ARISING FROM THE

INDEMNIFICATION OBLIGATIONS HEREIN, OR AS OTHERWISE REQUIRED BY LAW,

SOFTLAYER’S, ARROW’S AND PROVIDER’S TOTAL CUMULATIVE LIABILITY AND END

USER’s SOLE REMEDY FOR ALL CLAIMS SHALL IN NO EVENT EXCEED THE GREATER

OF THE AMOUNT OF FEES ACTUALLY PAID BY END USER TO PROVIDER FOR THE

TWELVE MONTHS PRIOR TO THE OCCURRENCE OF THE EVENT(S) GIVING RISE TO

THE LIABILITY OR $100,000 U.S. End User’s exclusive remedy for any and all damages under the agreement, including, but not limited to, consequential, indirect, or special damages, is against Provider. 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.

13. U.S. GOVERNMENT CUSTOMERS AND U.S. GOVERNMENT RIGHTS. Services are provided for ultimate federal government end use solely in accordance with the following license rights to use, modify, reproduce, release, perform, display, or disclose: Government technical data and software rights related to the Services include only those rights customarily provided to the public. This customary commercial license is provided in accordance with the Federal Acquisition Regulation (“FAR”) at 48 C.F.R. 12.211 (Technical Data) and FAR 12.212 (Software) for civilian agencies of the federal government, and, for Department of Defense transactions, the Defense Federal Acquisition Regulation Supplement (“DFARS”) at 48 C.F.R. 252.227-7015 (Technical Data – Commercial Items), 48 C.F.R. 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). This U.S. Government Rights clause, consistent with 48 C.F.R. 12.211, 48 C.F.R. 27.212 (federal civilian agencies) or 48 C.F.R. 227.7202-4 (DoD agencies) is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses U.S.

Government rights in computer software, computer software documentation or technical data related to the SoftLayer Commercial Computer Software and Commercial Computer Software Documentation that is the subject of this End User Agreement or in any contract or subcontract under which this SoftLayer Commercial Computer Software and Commercial Computer Software Documentation is acquired or licensed. If a government agency has a need for rights not conveyed under these terms, it must negotiate with SoftLayer to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in writing and agreed to by SoftLayer in any applicable contract or agreement.

14. EXPORT MATTERS. The Parties will comply with laws applicable to either Party generally as a provider of information technology services and products. Neither Party is performing the other Party’s regulatory or management obligations and is not responsible for determining the requirements of laws applicable to either Party’s business, including those related to Services sold hereunder. Regardless of where located when accessing the Services, the Parties agree to comply with all applicable export and import laws and regulations, including those of the United States regarding embargo and sanctions regulations and prohibitions on export for certain end uses or by any prohibited end users. The Parties represent that Customer Content will not, in whole or part, be controlled under the U.S. International Traffic in Arms Regulation (ITAR). The Parties are prohibited from exporting, re-exporting, diverting transfer, disclosing or permitting access to any portion of the Services, enabling software, Content, or related technical information, directly or indirectly, in violation of such export and import laws and regulations. The Parties are also responsible for complying with all other laws, rules, and regulations that may be applicable to their use of the Services.

End User acknowledges that SoftLayer and Provider use global resources (non-permanent residents used locally and personnel in locations worldwide) to remotely support the delivery of Services. End User represents that no Content accessible to SoftLayer for the Services will require an export license or is restricted from export to any SoftLayer global resource or personnel under applicable export control laws. At the time of this End User Agreement, the following countries’ laws and regulations are in scope: Germany. Hong Kong, Japan, the Netherlands, Singapore, the United Kingdom and the United States and other countries will be assumed covered under this paragraph as they become applicable.

End User represents that they are not subject, either directly or indirectly (by affiliation or any other connection with another party), to any order issued by any agency of the United States Government revoking or denying in whole or in part, their United States export privileges. End User agrees to notify Provider immediately if End User becomes subject to any such order.

15. MISCELLANEOUS

a) This End User Agreement, together with the underlying GSA Schedule Contract, Schedule

Price List, and applicable Customer Purchase Order(s). constitutes the entire understanding and agreement between the Parties hereto with respect to the matters herein, and supersedes all prior or contemporaneous representations or agreements, written or oral, with respect to the matters covered herein.

b) Nothing in this End User Agreement is intended to create, or shall be construed as creating, a joint venture, or agency, or taxable entity between the Parties, or any right to pledge the other's credit; it being understood that Provider and End User are independent contractors and shall not be deemed to be employed by, or an employee of, the other.

c) This End User Agreement may not be altered, modified, amended or waived, in whole or in part, in any way, except by an instrument in writing signed by duly authorized officers of Provider and End User.

d) Performance of any obligation required of a Party hereunder may be waived only by a written waiver signed by a duly authorized officer of the Party for whose benefit such obligation was to be performed.