MAS - Questionmark Corporation - GS35F0380Y

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: www.GSAAdvantage.gov.

MULTIPLE AWARD SCHEDULE (MAS)

SPECIAL ITEM NUMBER 518210C – CLOUD AND CLOUD-RELATED IT PROFESSIONAL SERVICES

FSC/PSC Code D305

Includes commercially available cloud computing services such as Infrastructure as a Service (IaaS), Platform as a Service (PaaS), and Software as a Service (SaaS) and emerging cloud services. IT professional services that are focused on providing the types of services that support the

Government’s adoption of, migration to or governance/management of Cloud computing. Specific labor categories and/or fixed price solutions (e.g. migration services, etc.) that support activities associated with assessing Cloud solutions, refactoring workloads for Cloud solutions, migrating legacy or other systems to Cloud solutions, providing management/governance of Cloud solutions, DevOps, developing cloud native applications or other Cloud oriented activities.

SPECIAL ITEM NUMBER 611420 - INFORMATION TECHNOLOGY TRAINING

FSC/PSC Code U012

Includes training on hardware, software, cloud, and other applicable systems.

SPECIAL ITEM NUMBER 54151S - INFORMATION TECHNOLOGY PROFESSIONAL SERVICES

FSC/PSC Code D399

IT Professional Services and/or labor categories for database planning and design; systems analysis, integration, and design; programming, conversion and implementation support; network services, data/records management, and testing.

http://www.gsaadvantage.gov/

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Note 1: All non-professional labor categories must be incidental to and used solely to support hardware, software and/or professional services, and cannot be purchased separately.

Note 2: Offerors and Agencies are advised that the MAS Schedule is not to be used as a means to procure services which properly fall under the Brooks Act. These services include, but are not limited to, architectural, engineering, mapping, cartographic production, remote sensing, geographic information systems, and related services. FAR 36.6 distinguishes between mapping services of an

A/E nature and mapping services which are not connected nor incidental to the traditionally accepted

A/E Services.

Note 3: This solicitation is not intended to solicit for the reselling of IT Professional Services, except for the provision of implementation, maintenance, integration, or training services in direct support of a product. Under such circumstances the services must be performance by the publisher or manufacturer or one of their authorized agents.

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

Contract Number: GS-35F-0380Y

Period Covered by Contract: May 3, 2012 to May 2, 2027

Questionmark Corporation 260 Madison Avenue, 8th Floor

New York, NY 10016 Telephone: 800-863-3950

Web: www.questionmark.com

Contract Administrator: John Kleeman, Secretary (john@questionmark.com; 800-863-3950)

Business size: Other than small

Woman-Owned Small Business: No

Contractor's Taxpayer Identification Number (TIN): 06-1485644

Veteran Owned Small Business (VOSB): No

CAGE Code: 1BNX1

Pricelist current through Modification PS-0043, effective June 10, 2025.

http://www.questionmark.com/ mailto:john@questionmark.com

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TABLE OF CONTENTS

Contents

CUSTOMER INFORMATION - INFORMATION FOR ORDERING ACTIVITIES APPLICABLE TO

ALL SPECIAL ITEM NUMBERS

TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF CLOUD AND CLOUD-RELATED IT

PROFESSIONAL SERVICES (SPECIAL ITEM NUMBER 518210C)

TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY TRAINING FOR GENERAL

PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT AND SOFTWARE (SPECIAL ITEM

NUMBER 611420)

TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY PROFESSIONAL SERVICES

(SPECIAL ITEM NUMBER 54151S)

BEST VALUE BLANKET PURCHASE AGREEMENT FEDERAL SUPPLY SCHEDULE

QUESTIONMARK CORPORATION BLANKET PURCHASE AGREEMENT

QUESTIONMARK CORPORATION GSA PRICE LIST

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CUSTOMER INFORMATION

INFORMATION FOR ORDERING ACTIVITIES

APPLICABLE TO ALL SPECIAL ITEM NUMBERS

SPECIAL NOTICE TO AGENCIES: Small Business Participation

SBA strongly supports the participation of small business concerns in the Federal Acquisition Service.

To enhance Small Business Participation SBA policy allows agencies to include in their procurement base and goals, the dollar value of orders expected to be placed against the Federal Supply

Schedules, and to report accomplishments against these goals.

For orders exceeding the micropurchase threshold, FAR 8.404 requires agencies to consider the catalogs/pricelists of at least three schedule contractors or consider reasonably available information by using the GSA Advantage! on-line shopping service (www.gsaadvantage.gov). The catalogs/pricelists, GSA Advantage! and the Federal Acquisition Service Home Page

(www.gsa.gov/fas) contain information on a broad array of products and services offered by small business concerns.

This information should be used as a tool to assist ordering activities in meeting or exceeding established small business goals. It should also be used as a tool to assist in including small, small disadvantaged, and women-owned small businesses among those considered when selecting pricelists for a best value determination.

For orders exceeding the micropurchase threshold, customers are to give preference to small business concerns when two or more items at the same delivered price will satisfy their requirement.

1a. TABLE OF AWARDED SPECIAL ITEM NUMBERS

SPECIAL ITEM NUMBER (SIN) DESCRIPTION

518210C Cloud and Cloud-related IT Professional Services

611420 Information Technology Training

54151S Information Technology Professional Services

1b. LOWEST PRICED MODEL NUMBER AND LOWEST UNIT PRICE FOR THAT MODEL FOR EACH

SPECIAL ITEM NUMBER AWARDED IN THE CONTRACT

Please refer to our Price List starting on page 49.

1c. HOURLY RATES

Please refer to our Price List starting on page 49.

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

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

Special Item Number 518210C – Cloud and Cloud-Related IT Professional Services

Special Item Number 54151S - Information Technology Professional Services

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

Special Item Number 611420 - Information Technology Training.

3. MINIMUM ORDER (All dollar amounts are exclusive of any discount for prompt payment.)

$100.

4. GEOGRAPHIC COVERAGE (DELIVERY AREA):

Domestic delivery is delivery within the 48 contiguous states, Alaska, Hawaii, Puerto Rico, Washington, DC, and U.S. Territories. Domestic delivery also includes a port or consolidation point, within the aforementioned areas, for orders received from overseas activities.

Overseas delivery is delivery to points outside of the 48 contiguous states, Washington, DC, Alaska, Hawaii, Puerto Rico, and U.S. Territories.

Offerors are requested to check one of the following boxes:

[ ] The Geographic Scope of Contract will be domestic and overseas delivery.

[ ] The Geographic Scope of Contract will be overseas delivery only.

[X ] The Geographic Scope of Contract will be domestic delivery only.

5. POINT(S) OF PRODUCTION

260 Madison Avenue, 8th Floor, New York, New York 10016.

6. DISCOUNT FROM LIST PRICES OR STATEMENT OF NET PRICE

Prices shown are NET Prices; Basic Discounts have been deducted.

7. QUANTITY DISCOUNTS

None.

8. PROMPT PAYMENT TERMS

Net 30 days.

9a. NOTIFICATION WHETHER GOVERNMENT PURCHASE CARDS ARE ACCEPTED OR NOT ACCEPTED AT

OR BELOW THE MICRO-PURCHASE THRESHOLD

Government purchase cards are accepted at or below the micro-purchase threshold. In addition, bank account information for wire transfer payments will be shown on the invoice.

The following telephone number(s) can be used by ordering activities to obtain technical and/or ordering assistance:

Sales and general enquiries: 800-863-3950

Technical support for technical questions: 800-597-3950

9b. NOTIFICATION WHETHER GOVERNMENT PURCHASE CARDS ARE ACCEPTED OR NOT ACCEPTED

ABOVE THE MICRO-PURCHASE THRESHOLD

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Government purchase cards are accepted above the micro-purchase threshold. The Contractor and the ordering agency may agree to use the credit card for dollar amounts over the micro-purchase threshold (See GSAR 552.232-79 Payment by Credit Card). In addition, bank account information for wire transfer payments will be shown on the invoice.

10. FOREIGN ITEMS (LIST ITEMS BY COUNTRY OF ORIGIN)

11a. TIME OF DELIVERY (CONTRACTOR INSERT NUMBER OF DAYS)

The Contractor shall deliver to destination within the number of calendar days after receipt of order

(ARO), as set forth below:

SPECIAL ITEM NUMBER DELIVERY TIME (Days ARO)

SIN 518210C 5 Days for Cloud Services; as agreed with ordering agency for Cloud-Related IT

Professional Services.

SIN 611420 As agreed with ordering agency

SIN 54151S As agreed with ordering agency

11b. EXPEDITED DELIVERY

Contact Contractor

11c. OVERNIGHT AND 2-DAY DELIVERY

Not applicable

11d. URGENT REQUIREMENTS

Contact Contractor

12. FOB POINT

Destination

13a ORDERING ADDRESS:

Questionmark Corporation

260 Madison Avenue, 8th Floor

New York, NY 10016

Telephone: 800-863-3950

Web: www.questionmark.com

13b. ORDERING PROCEDURES

Ordering activities shall use the ordering procedures of Federal Acquisition Regulation (FAR) 8.405 when placing an order or establishing a BPA for supplies or services. These procedures apply to all schedules.

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a. FAR 8.405-1 Ordering procedures for supplies, and services not requiring a statement of work.

b. FAR 8.405-2 Ordering procedures for services requiring a statement of work.

c. FAR 8.405.3 Blanket purchase agreements (BPAs).

14. PAYMENT ADDRESS

Questionmark Corporation

260 Madison Avenue, 8th Floor

New York, NY 10016

15. WARRANTY PROVISION

a. For the purpose of this contract, commitments, warranties and representations include, in addition to those agreed to for the entire schedule contract:

(1) Time of delivery/installation quotations for individual orders;

(2) Technical representations and/or warranties of products concerning performance, total system performance and/or configuration, physical, design and/or functional characteristics and capabilities of a product/equipment/ service/software package submitted in response to requirements which result in orders under this schedule contract.

(3) Any representations and/or warranties concerning the products made in any literature, description, drawings and/or specifications furnished by the Contractor.

b. The above is not intended to encompass items not currently covered by the GSA Schedule contract.

c. The maintenance/repair service provided is the standard commercial terms and conditions for the type of products and/or services awarded.

The Contractor shall not be liable for any injury to ordering activity personnel or damage to ordering activity property arising from the use of equipment maintained by the Contractor, unless such injury or damage is due to the fault or negligence of the Contractor.

No other warranties are provided.

16. EXPORT PACKING CHARGES (IF APPLICABLE)

Not applicable.

17. TERMS AND CONDITIONS OF GOVERNMENT PURCHASE CARD ACCEPTANCE (ANY THRESHOLDS

ABOVE THE MICRO-PURCHASE LEVEL).

Government purchase cards are accepted above the micro-purchase threshold. The Contractor and the ordering agency may agree to use the credit card for dollar amounts over the micro-purchase threshold (See GSAR 552.232-79 Payment by Credit Card). In addition, bank account information for wire transfer payments will be shown on the invoice. The following telephone number can be used by ordering activities to obtain technical/ordering assistance:

Sales and general enquiries: 800-863-3950

Technical support for technical questions: 800-597-3950

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18. TERMS AND CONDITIONS OF RENTAL, MAINTENANCE, AND REPAIR (IF APPLICABLE).

Not applicable.

19. TERMS AND CONDITIONS OF INSTALLATION (IF APPLICABLE).

Not applicable.

20. TERMS AND CONDITIONS OF REPAIR PARTS INDICATING DATE OF PARTS PRICE LISTS AND ANY

DISCOUNTS FROM LIST PRICES (IF APPLICABLE).

Not applicable.

20A. TERMS AND CONDITIONS FOR ANY OTHER SERVICES (IF APPLICABLE).

Not applicable.

21. LIST OF SERVICE AND DISTRIBUTION POINTS (IF APPLICABLE).

Not applicable.

22. LIST OF PARTICIPATING DEALERS (IF APPLICABLE).

Not applicable.

23. PREVENTIVE MAINTENANCE (IF APPLICABLE).

Not applicable.

24a. SPECIAL ATTRIBUTES SUCH AS ENVIRONMENTAL ATTRIBUTES (E.G., RECYCLED CONTENT, ENERGY

EFFICIENCY, AND/OR REDUCED POLLUTANTS).

Not applicable.

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/.

I certify that in accordance with 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794d), FAR 39.2, and the Architectural and Transportation Barriers Compliance Board Electronic and

Information Technology (EIT) Accessibility Standards (36 CFR 1194) General Services Administration

(GSA), that all IT hardware/software/services are 508 compliant

Section 508 compliance information on the supplies and services in this contract are available at the following website address (URL): https://support.questionmark.com/go/vpat

The EIT standard can be found at: www.Section508.gov/

25. DATA UNIVERSAL NUMBER SYSTEM (DUNS) NUMBER

399827914 http://www.questionmark.com/ https://support.questionmark.com/go/vpat http://www.section508.gov/

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26. NOTIFICATION REGARDING REGISTRATION IN SYSTEM FOR AWARD MANAGEMENT (SAM)

DATABASE

Registered – registration at date of this price list expires on March 16, 2026 and will be renewed.

27. CONTRACTOR TASKS / SPECIAL REQUIREMENTS (C-FSS-370) (NOV 2003)

(a) Security Clearances: The Contractor may be required to obtain/possess varying levels of security clearances in the performance of orders issued under this contract. All costs associated with obtaining/possessing such security clearances should be factored into the price offered under the Multiple Award Schedule. Questionmark OnDemand for Government is hosted in a US-based, Federal Risk and Authorization Management Program (FedRAMP) approved data center used by US government agencies and their service contractors, and OnDemand for Government has achieved FedRAMP Authorization. The Questionmark OnDemand for Government Security

Package contains an agency recommend for FedRAMP Moderate and Questionmark OnDemand for Government has now received an Authority to Operate (ATO) for Moderate.

(b) Travel: The Contractor may be required to travel in performance of orders issued under this contract. Allowable travel and per diem charges are governed by Pub .L. 99-234 and FAR Part 31, and are reimbursable by the ordering agency or can be priced as a fixed price item on orders placed under the Multiple Award Schedule. Travel in performance of a task order will only be reimbursable to the extent authorized by the ordering agency. The Industrial Funding Fee does

NOT apply to travel and per diem charges.

(c) Certifications, Licenses and Accreditations: As a commercial practice, the Contractor may be required to obtain/possess any variety of certifications, licenses and accreditations for specific

FSC/service code classifications offered. All costs associated with obtaining/ possessing such certifications, licenses and accreditations should be factored into the price offered under the

Multiple Award Schedule program. Questionmark OnDemand for Government is hosted in a US-based, Federal Risk and Authorization Management Program (FedRAMP) approved data center used by US government agencies and their service contractors, and OnDemand for Government has achieved FedRAMP Authorization. The Questionmark OnDemand for Government Security

Package contains an agency recommend for FedRAMP Moderate and Questionmark OnDemand for Government has now received an Authority to Operate (ATO) for Moderate.

(d) Insurance: As a commercial practice, the Contractor may be required to obtain/possess insurance coverage for specific FSC/service code classifications offered. All costs associated with obtaining/possessing such insurance should be factored into the price offered under the

Multiple Award Schedule program.

(e) Personnel: The Contractor may be required to provide key personnel, resumes or skill category descriptions in the performance of orders issued under this contract. Ordering activities may require agency approval of additions or replacements to key personnel.

(f) Organizational Conflicts of Interest: Where there may be an organizational conflict of interest as determined by the ordering agency, the Contractor’s participation in such order may be restricted in accordance with FAR Part 9.5.

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(g) Documentation/Standards: The Contractor may be requested to provide products or services in accordance with rules, regulations, OMB orders, standards and documentation as specified by the agency’s order.

(h) Data/Deliverable Requirements: Any required data/deliverables at the ordering level will be as specified or negotiated in the agency’s order.

(i) Government-Furnished Property: As specified by the agency’s order, the Government may provide property, equipment, materials or resources as necessary.

(j) Availability of Funds: Many Government agencies’ operating funds are appropriated for a specific fiscal year. Funds may not be presently available for any orders placed under the contract or any option year. The Government’s obligation on orders placed under this contract is contingent upon the availability of appropriated funds from which payment for ordering purposes can be made. No legal liability on the part of the Government for any payment may arise until funds are available to the ordering Contracting Officer.

(k) Overtime: For professional services, the labor rates in the Schedule should not vary by virtue of the Contractor having worked overtime. For services applicable to the Service Contract Act (as identified in the Schedule), the labor rates in the Schedule will vary as governed by labor laws

(usually assessed a time and a half of the labor rate).

28. PURCHASE OF OPEN MARKET ITEMS

NOTE: Open Market Items are also known as incidental items, noncontract items, non-Schedule items, and items not on a Federal Supply Schedule contract. Ordering Activities procuring open market items must follow FAR 8.402(f).

For administrative convenience, an ordering activity contracting officer may add items not on the

Federal Supply Multiple Award Schedule (MAS) -- referred to as open market items -- to a Federal

Supply Schedule blanket purchase agreement (BPA) or an individual task or delivery order, only if-

(1) All applicable acquisition regulations pertaining to the purchase of the items not on the Federal Supply Schedule have been followed (e.g., publicizing (Part 5), competition requirements (Part 6), acquisition of commercial items (Part 12), contracting methods

(Parts 13, 14, and 15), and small business programs (Part 19));

(2) The ordering activity contracting officer has determined the price for the items not on the Federal Supply Schedule is fair and reasonable;

(3) The items are clearly labeled on the order as items not on the Federal Supply

Schedule and they conform to the rules for numbering line items at subpart 4.10; and

(4) All clauses applicable to items not on the Federal Supply Schedule are included in the order.

29. BLANKET PURCHASE AGREEMENTS (BPAs)

The use of BPAs under any schedule contract to fill repetitive needs for supplies or services is allowable. BPAs may be established with one or more schedule contractors. The number of BPAs to be established is within the discretion of the ordering activity establishing the BPA and should be

Questionmark www.questionmark.com 800-863-3950 Page 11 of 52 based on a strategy that is expected to maximize the effectiveness of the BPA(s). Ordering activities shall follow FAR 8.405-3 when creating and implementing BPA(s).

30. CONTRACTOR TEAM ARRANGEMENTS

Contractors participating in contractor team arrangements must abide by all terms and conditions of their respective contracts. This includes compliance with Clauses 552.238-74, Industrial Funding Fee and Sales Reporting, i.e., each contractor (team member) must report sales and remit the IFF for all products and services provided under its individual contract.

31. FEDERAL INFORMATION TECHNOLOGY/TELECOMMUNICATION STANDARDS REQUIREMENTS:

ordering activities acquiring products from this Schedule must comply with the provisions of the Federal Standards Program, as appropriate (reference: NIST Federal Standards Index).

Inquiries to determine whether or not specific products listed herein comply with Federal

Information Processing Standards (FIPS) or Federal Telecommunication Standards (FED-

STDS), which are cited by ordering activities, shall be responded to promptly by the

Contractor.

31.1 FEDERAL INFORMATION PROCESSING STANDARDS PUBLICATIONS (FIPS PUBS): Information

Technology products under this Schedule that do not conform to Federal Information

Processing Standards (FIPS) should not be acquired unless a waiver has been granted in accordance with the applicable "FIPS Publication." Federal Information Processing Standards

Publications (FIPS PUBS) are issued by the U.S. Department of Commerce, National Institute of Standards and Technology (NIST), pursuant to National Security Act. Information concerning their availability and applicability should be obtained from the National Technical

Information Service (NTIS), 5285 Port Royal Road, Springfield, Virginia 22161. FIPS PUBS include voluntary standards when these are adopted for Federal use. Individual orders for

FIPS PUBS should be referred to the NTIS Sales Office, and orders for subscription service should be referred to the NTIS Subscription Officer, both at the above address, or telephone number (703) 487-4650.

31.2 FEDERAL TELECOMMUNICATION STANDARDS (FED-STDS): Telecommunication products under this Schedule that do not conform to Federal Telecommunication Standards (FED-STDS) should not be acquired unless a waiver has been granted in accordance with the applicable

"FED-STD." Federal Telecommunication Standards are issued by the U.S. Department of

Commerce, National Institute of Standards and Technology (NIST), pursuant to National

Security Act. Ordering information and information concerning the availability of FED-STDS should be obtained from the GSA, Federal Acquisition Service, Specification Section, 470 East

L’Enfant Plaza, Suite 8100, SW, Washington, DC 20407, telephone number (202)619-8925.

Please include a self-addressed mailing label when requesting information by mail.

Information concerning their applicability can be obtained by writing or calling the U.S.

Department of Commerce, National Institute of Standards and Technology, Gaithersburg, MD

20899, telephone number (301)975-2833.

32. PRIME CONTRACTOR ORDERING FROM FEDERAL SUPPLY SCHEDULES.

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Prime Contractors (on cost reimbursement contracts) placing orders under Federal Supply Schedules, on behalf of an ordering activity, shall follow the terms of the applicable schedule and authorization and include with each order –

(a) A copy of the authorization from the ordering activity with whom the contractor has the prime contract (unless a copy was previously furnished to the Federal Supply Schedule contractor); and

(b) The following statement:

This order is placed under written authorization from _______ dated _______. In the event of any inconsistency between the terms and conditions of this order and those of your Federal Supply Schedule contract, the latter will govern.

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TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF

CLOUD AND CLOUD-RELATED IT PROFESSIONAL SERVICES

(SPECIAL ITEM NUMBER 518210C)

Questionmark OnDemand for Government Software as a Service Terms and Conditions (“Agreement”)

Questionmark provides assessment management technology that enables trainers, educators and testing professionals to author, schedule, deliver and report on surveys, quizzes, tests and exams. This

Agreement shall be applicable to Questionmark’s provision of its “Questionmark OnDemand for

Government” Software as a Service for online assessments and related support to ordering activity or

Customer (“Customer”) and shall govern all Orders entered into between the parties with respect to such Services.

Questionmark expressly limits acceptance to the terms and conditions set forth in this Agreement and the applicable Order. Any terms and conditions contained in a purchase order, request for proposal, order acceptance or similar document from Customer shall not constitute a part of the contract between the parties unless such terms and conditions are specifically incorporated in the applicable Order. Customer’s registration for, or use of, the Services shall constitute acceptance on the terms and conditions set forth in this Agreement and any additional or different terms proposed by Customer are hereby rejected.

1. Definitions

1.1 In this Agreement, the following words will have the following meanings:

Admin Users means any person that uses Questionmark Technology to manage, monitor and report on Assessments and/or Participants.

Affiliates means any entity that directly or indirectly through one or more intermediaries majority owns or controls, is majority owned or controlled by, or is under common majority ownership or control with, Questionmark or Customer.

Assessment means surveys, quizzes, exams, tests or other systematic ways of collecting data produced using Questionmark Technology whether by Questionmark on behalf of Customer or by

Customer.

Assessment Delivery Service means the part of the OnDemand Service used by Participants in answering online Assessments and excludes other parts of the OnDemand Service including those parts relating to authoring, administering, printing, scanning and reporting on Assessments.

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Author means any Admin User that uses Questionmark Technology to author Assessments.

Benchmarks means aggregated data received, collected, analyzed, and maintained by Questionmark or its Affiliates that does not contain any personally identifiable data, for example item statistics and average scores.

Business Day means every day excluding Saturdays, Sundays and any national holidays throughout the United States unless otherwise defined in the Order.

Commencement Date means the date set out in the Order.

Consulting Services means the consulting and/or training services provided by Questionmark to

Customer as set forth on an Order or SOW.

Customer Data means the data, information and material provided or submitted by the Customer or Users in the creation, participation or reporting of Assessments and any output of the

Assessments. Customer Data shall not include the software, scripts, documentation and templates that are provided by Questionmark.

Documentation means the audio and visual information, documents, software, products and services contained in the OnDemand Service or made available to Customer in the course of using the OnDemand Service.

Emergency Maintenance means maintenance that is required and cannot be safely postponed until the next Scheduled Maintenance period to fix third party software and/or hardware issues and apply security patches.

Enterprise Support means the support and maintenance of the OnDemand Service as more particularly described in Section 10.3.

Fees means the sums payable by the Customer to Questionmark in consideration of the OnDemand

Service and Standard Support, including, without limitation, any applicable Set Up Fees, together with sums payable in consideration of Enterprise Support and Consulting Services, if order and such other services as more particularly described in the Order and any applicable SOW.

Force Majeure Event means any act, event, omission or accident beyond the reasonable control of either party including, but not limited to, acts of God, war, threat of or preparation for war, terrorist attack, civil commotion, nuclear, chemical or biological contamination, acts of any Government agency after the Effective Date (including restrictions on open internet access), fire, flood, earthquake, explosion or accidental damage, pandemic or epidemic, labor dispute, denial of service attacks, non-performance by suppliers (that is itself caused by a force majeure event), interruption or failure of utility or transport service and the unavailability of labor or materials to the extent beyond the reasonable control of the party affected.

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Initial Term means the initial period specified in the Order, starting on the Commencement Date.

OnDemand Service means the Software as a Service provided by Questionmark to Customer using

Questionmark Technology and provided by Questionmark to the Customer for the creation, delivery, monitoring and reporting of Assessments.

Order means the written quotation for Services provided by Questionmark.

Participant means any User that has access to the system to participate in an Assessment by answering questions or otherwise responding to the Assessment process.

Permitted Use means the use of the OnDemand Service that is agreed on the Order.

Questionmark Technology means all and any part of Questionmark’s proprietary services, software, hardware, products, processes, algorithms, user interfaces, know how, techniques, designs and other tangible and intangible material or information provided by Questionmark to the Customer (and, at the Customer’s request, Users) as part of the Services.

Renewal Fees means the Fees payable in respect of each Renewal Term.

Renewal Term means the period specified in the Order for which the Agreement shall automatically renew following the end of the Initial Term or a Renewal Term which shall run from the end of the

Initial Term or the then current Renewal Term unless this Agreement is terminated in accordance with Article 5.

Scheduled Maintenance means maintenance that is planned in order to add features, resolve issues and/or enhance functionalities.

Service Configuration means options and application program interfaces (“APIs”) that have been enabled for the OnDemand Service and the limitations on the number/volume of Assessments and

Users as more particularly described in the Order.

Service Incident means an incident adversely affecting the performance or accessibility of the

OnDemand Service that prompts an inquiry from Customer and/or response by Questionmark to remedy such incident.

Services means the services provided by Questionmark to Customer, including (but not limited to) those relating to access to the OnDemand Service and Standard Support, and, if selected by

Customer, Enterprise Support, Consulting Services. The Services selected shall be more particularly described in the Order or in an applicable SOW.

Set Up Fees means the sum set out in the Order and described as a set-up fee.

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Severity Level means the severity of a Service Incident as reasonably determined and assigned by

Questionmark’s Service Desk pursuant to Questionmark protocols for application of Enterprise

Support, taking into account any input from Customer.

SOW means a statement of work entered into between the parties for Questionmark to provide

Consulting Services to Customer.

Standard Support means the support and maintenance of the OnDemand Service as more particularly described in Section 10.2.

Term means the Initial Term together with any Renewal Term.

Training means the training services provided by Questionmark to Customer which shall form part of the Services if purchased by the Customer pursuant to an applicable SOW.

User Account means the profile stored within the OnDemand Service for a User.

Users means Admin Users, Authors and Participants.

Unscheduled Downtime means the unavailability of the Assessment Delivery Service for any reason except Scheduled Maintenance, Emergency Maintenance and a Force Majeure Event. Unavailability due to Customer actions, Customer requests, or some specific functions that are not material to the

Assessment Delivery Service will not constitute Unscheduled Downtime.

Working Hours means the hours between 9 am (09:00) to 6 pm (18:00) United States Eastern

Standard Time on Business Days unless otherwise defined within the Order.

2. Questionmark’s Obligations

2.1 OnDemand License and Authorization. In consideration of, and subject to, payment of the

Fees, Questionmark grants to the Customer a non-exclusive, royalty-free, non-transferable, non-sublicensable license and authorization to access and use the OnDemand Service for the

Term. This license shall be subject to the Service Configuration detailed on the Order and the terms of this Agreement. All rights not expressly granted to Customer hereunder are reserved by Questionmark, its suppliers, and licensors. On or before the Commencement

Date, Questionmark shall provide the Customer with an individual password, identity code or other security code by which Customer may access the OnDemand Service via the internet.

2.2 Consulting Services. Following a request for Consulting Services, Questionmark shall produce a proposal and the parties shall agree on a final form for the applicable Order or

SOW which, when signed by both Parties, shall be the Order for Consulting Services.

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Customer shall be solely responsible to confirm that the Order satisfies the Customer’s operational needs and requirements. The Consulting Services shall be performed and delivered at the times and places listed in the applicable Order. Questionmark shall use commercially reasonable efforts to meet the timelines set in the Order.

2.2.1 Configuration. If an Order requires Questionmark to develop a customized configuration of the OnDemand Service specifically for Customer, upon the delivery of such customized configuration (each a, “Configuration”), Customer shall have twenty-one (21) days to review such Configuration for any material non-conformance with the terms of the Order. If the Customer reports any such material non-conformance to Questionmark in writing within the twenty-one (21) day period, Questionmark will remedy such material non-conformance within a commercially reasonable time based on the circumstances, targeted to be within thirty (30) Business Days, to bring it into material compliance with the Order. If the Customer does not report any material non-conformance within the twenty-one (21) day period, the Customer is deemed to accept the Configuration provided Questionmark has made reasonable efforts to confirm material conformance with Customer. If Questionmark is unable to bring the

Configuration into material conformance with the Order after this process has been followed three (3) times, the Customer may terminate the Order with respect to the

Configuration and receive a refund for the returned, non-materially conforming

Configuration. Unless specified otherwise on the Order, the Configuration will not be covered by any support plan. The Configuration does not include the standard

OnDemand Service or any feature thereof.

3. Customer Obligations

3.1 Service Configuration. Customer may use the OnDemand Service during the Term solely in conformance with the terms of this Agreement, the Service Configuration, Permitted Use and applicable laws. If Customer requires an increase in the Service Configuration, further charges may be due. If Customer exceeds the limitations of the Service Configuration, Questionmark may charge Customer for any excess use on a pro rata basis calculated with reference to the then current Order pricing. Questionmark will use commercially reasonable efforts to advise Customer of any such excess use of which it becomes aware.

3.2 Access Control and Usernames. Customer shall not allow any persons to be registered in, to access or use the OnDemand Service in excess of the number of Users authorized in the

Service Configuration, measured on a rolling twelve (12) month basis. In the event that a

Participant is removed from or no longer uses the OnDemand Service his or her allocated username may not be reassigned to another individual, unless otherwise expressly agreed in the Order. Notwithstanding the foregoing, Customer shall be permitted to exceed the number of Participants authorized in the Service Configuration by no more than ten percent

(10%) at any one time (measured on a rolling twelve (12) month basis) where Participants are

Questionmark www.questionmark.com 800-863-3950 Page 18 of 52 removed from the OnDemand Service because (i) their participation in Assessments is no longer required or due to associated errors or mistakes and the Customer adds new

Participants or (ii) they cease to be employed or engaged by or attend the Customer or otherwise change roles with the Customer and the Customer adds new Participants. For clarity, Assessments taken by removed Participants shall continue to count against the

Service Configuration and other limits in the Order. In the event that an Admin User or

Author is removed from or no longer uses the OnDemand Service, his or her allocated username may be reassigned to another individual. Customer shall not allow more than one individual to use a User Account and shall not share any User Account credentials with more than one individual. Customer shall permit and provide all cooperation and information requested by Questionmark in any audit regarding compliance with the Service

Configuration.

3.3 Password Security. Customer shall keep confidential all usernames, passwords, identification and security codes provided by Questionmark and shall notify Questionmark promptly in the event that it suspects the loss or unauthorized use or disclosure of any such username, password or code. Except for any activity that occurs more than one (1) Business

Day after notifying Questionmark of the suspected loss or disclosure or any unauthorized use of a username, password or code, the Customer shall be liable for any activity carried out by a User or under any username, password, identification or security code issued to it and shall take all reasonable efforts to prevent such breach and mitigate any losses.

3.4 Restrictions on Use. Customer may not modify or make derivative works based upon the

OnDemand Service, Services or any associated documentation or hide or attempt to hide copyright information or identification of Questionmark’s ownership of the OnDemand

Service or Services. Customer is prohibited from reverse engineering or accessing the

OnDemand Service or Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics as the OnDemand Service or

Services, or (c) copy any ideas, features, functions or graphics of the OnDemand Service or

Services. Customer may monitor performance of the OnDemand Service but such information is Confidential Information of Questionmark under this Agreement.

3.5 License to Customer Data. The Customer grants to Questionmark a non-exclusive, royalty-free licence to use the Customer Data in connection with the provision of the Services.

Customer authorizes Questionmark and its Affiliates to use Assessment results and other

Customer Data (including personal data) for analysis purposes as part of the Services and to produce aggregated data for Assessment validation, anti-cheating, security, statistical analysis and product improvement purposes, including creating or updating Benchmarks.

Benchmarks and other aggregated data shall not contain any information on any identifiable individual or from which any individual is identifiable and are owned by Questionmark.

Questionmark shall also not disclose to any other Questionmark customers Benchmarks or

Questionmark www.questionmark.com 800-863-3950 Page 19 of 52 other aggregated data that include (directly or by inference) any information identifying

Customer or from which Customer is identifiable.

3.6 Use of Assessments. The OnDemand Service may be used to correspond with Participants and to assess a Participant's knowledge, skills and attitudes and allocate a score. Customer is responsible for all correspondence with Participants. Scores should be considered one piece of evidence about a Participant's knowledge, skill and/or attitude. When the OnDemand

Service is being used to make decisions about a Participant (such as whether to hire, promote or fire the Participant), Customer is solely responsible for the fairness, quality and validation of the Assessment and should review and evaluate the Participant’s score to ensure that the appropriate decision has been made. Customer is solely responsible for its use of the

OnDemand Service and Assessments, including entering and maintaining the assessment material, validating the Assessment, checking this material, checking scores and checking reports.

3.7 Acceptable Use. Customer shall not use the OnDemand Service to store or transmit anything offensive, harassing, threatening, abusive, obscene, illegal, or defamatory, that breaches the rights of any third party, or contains viruses, worms, Trojan horses or other harmful computer code, spyware, adware, malware, files, scripts, agents or programs. Customer is prohibited from:

(i) using the OnDemand Service to support criminal activity or illegal purpose;

(ii) undertaking penetration testing of the OnDemand Service without at least ten (10) days’ advance written permission of Questionmark obtained through completion of

Questionmark’s standard form, to Questionmark’s reasonable satisfaction;

(iii) undertaking large-scale performance testing of the OnDemand Service without advance written permission of Questionmark;

(iv) impersonating another user of the OnDemand Service or a Questionmark employee;

(v) attempting to violate the security of a network, service, or other systems, including but not limited to hacking, cracking into, monitoring, or using systems without authorization, scanning ports, and conducting denial of service attacks;

(vi) interfering with or disrupting the integrity or performance of the OnDemand Service or the data contained therein;

(vii) attempting to gain unauthorized access to the OnDemand Service or its related systems or networks;

(viii) using the OnDemand Service to send unsolicited e-mails, charity requests, petitions for signatures, or chain mail related materials or communications in any form;

(ix) sending e-mails that violate the U.S. CAN-SPAM Act, such as sending unsolicited email without identifying in the email a clear and easy means to be excluded from receiving additional email from the originator of the email or that do not accurately identify the sender, the sender’s return address, and the email address of origin;

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(x) knowingly violating an internet service provider’s acceptable use policy and/or terms of service;

(xi) assisting or permitting any persons in engaging in any of the activities described above.

Questionmark may request that the Customer take appropriate actions necessary to stop any such activities. Questionmark may check system files, emails and other data for illegal content and materials, or for any other reasons deemed reasonably necessary.

Questionmark may take all reasonable necessary actions that it deems appropriate to address violations of this Section 3.7, subject to the requirements and restrictions of US federal laws. Refunds or credits are not issued in connection with actions taken for violation of this Section 3.7.

3.8 Export Laws. Questionmark complies with the Trade Agreements Act 1979. The OnDemand

Service may use encryption technology that may be subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and the export controls administered by the U.S. Department of Commerce, the United States Department of

Treasury Office of Foreign Assets Control, and any other U.S. governmental agencies.

Customer shall not use the OnDemand Service in, and shall not transfer or otherwise export or re-export any of the underlying or associated information, software, or technology to, countries as to which the United States maintains an embargo (collectively, "Embargoed

Countries"), and shall not permit such use by or transfer to a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated

Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. Customer represents and warrants that Customer is not located in, under the control of, or a national or resident of an Embargoed Country or a

Designated National. Customer shall comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. Customer shall provide any required assistance to Questionmark in complying with the export controls including, but not limited to, supplying a statement as to ultimate destination and complying with any import regulations. Questionmark warrants that at the Effective Date and as far as it is aware acting in good faith, the Export Control Classification Number (ECCN) for the

OnDemand Service licensed by Questionmark hereunder in accordance with the Commerce

Control List contained in the United States Export Administration Regulations or other relevant export regulations promulgated by a United States federal agency is EAR99.

Questionmark, its suppliers, and its licensors make no representation that the OnDemand

Service is appropriate or available for use in other locations.

3.9 Connections to OnDemand Service. Customer shall, at its own cost, provide all Internet connections, hardware, software and all other equipment necessary to use the Services.

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Customer is responsible for ensuring prior to entering into this Agreement and during the

Term that it is able to access and use the open internet in all jurisdictions in which it intends to use the Services. The inability of Customer or Participants to access and use the Services due to open internet restrictions shall not constitute a Service Incident, Unscheduled

Downtime or failure by Questionmark to perform its obligations under this Agreement.

3.10 Application Program Interfaces. Where the Service Configuration permits access to the

OnDemand Service through Questionmark Application Program Interfaces (“APIs”), Customer shall only access the OnDemand Service through the APIs listed in the Order and in accordance with the documentation and instructions provided by Questionmark.

3.11 System Requirements. The Services may only be used via compatible systems and/or compatible browsers. Questionmark maintains a list of compatible systems and/or browsers on its web site and reserves the right to update the system specifications at its reasonable discretion.

3.12 Cooperation. Customer shall provide Questionmark all access to information reasonably requested to enable Questionmark to provide the Services. Questionmark has no liability for any failure or delay to provide the Services to the extent such failure or delay is caused by

Customer’s failure to provide such information.

3.13 Data Backup. The OnDemand Service includes a function for archiving and exporting

Assessments, results and other data. Questionmark shall not be responsible or liable for

Customer’s deletion, correction, destruction, damage, loss or failure to store any such information or Customer Data including, but not limited to, an event where Customer fails to make regular backups. Without limiting Customer’s responsibility to backup and

Questionmark’s disclaimer of responsibility or liability as described in the immediately foregoing sentence, Questionmark shall make commercially reasonable efforts to make at least daily backups.

3.14 Code Upload. If Customer wants to upload any executable software code into the

OnDemand Service, the Customer will pass such code to Questionmark prior to such upload, so that Questionmark can undertake an appropriate security vulnerability review and

Customer shall pay Questionmark’s reasonable, pre-agreed associated service charge for this review. For clarity, such a review is undertaken by Questionmark for the purposes of security of the OnDemand Service without warranty to Customer.

4. Fees

4.1 Fees. In consideration of the Services, Customer shall pay all Fees in full and cleared funds and in the currency specified in the Order to the account or address designated by

Questionmark from time to time. Where Customer has purchased Consulting Services, Questionmark www.questionmark.com 800-863-3950 Page 22 of 52

Questionmark shall invoice, and Customer shall pay, the relevant Fee for such Consulting

Services as set out in the applicable Order. All Fees for pre-paid Services are non-refundable except in the event of termination by Customer for cause under Section 5.2.