MAS - Semantic AI, Inc. - GS35F0421T

GENERAL SERVICES ADMINISTRATION

Federal Acquisition Service

Authorized Federal Supply Schedule FSS Price List

On-line access to contract ordering information, terms and conditions, pricing, and the option to create an electronic delivery order are available through GSA

Advantage!®. The website for GSA Advantage!® is: GSAAdvantage.gov.

Multiple Award Schedule

FSC Group: Large Category Information Technology Contract number: GS-35F-0421T

Contract period: May 10, 2022 – May 09, 2027

Semantic AI, Inc.

4922 N Harbor Dr.

San Diego, CA 92106-2306 Phone: 619.222.4050; Fax: 619.225.5665 www.semantic-ai.com

Contract administration:

4922 N Harbor Dr.

San Diego, CA 92106 Phone : 619.222.4050 Fax: 619.225.5665 email: contracts@semantic-ai.com

Business size: Small Business

Effective: Mod PO-0031, effective July 18, 2023

Prices Shown Herein are Net (discount deducted)

For more information on ordering go to the following website: https://www.gsa.gov/schedules.

http://www.semantic-ai.com/ mailto:contracts@semantic-ai.com

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

SIN DESCRIPTION

511210 Software Licenses (Term & Perpetual)

54151 Maintenance of Software

54151S IT Professional Services

OLM Order Level Materials

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

SIN Part Number / LCAT Price SIN 511210 (Term Software)

SemanticaCORTEX-LEINV-

PLTFRM

$3,425.69

SIN 54151S Engineer I $133.32

SIN 54151 SRIPRO.MX $2000.00

1c. HOURLY RATES (Services only):

Labor Category GSA Price Year 16

(5/10/2023- 5/9/2024)

GSA Price Year 17

(5/10/2024- 5/9/2025)

GSA Price Year 18

(5/10/2024- 5/9/2025)

GSA Price Year 19

(5/10/2025- 5/9/2026)

GSA Price Year 20

(5/10/2026- 5/9/2027)

Product Manager II $281.59 $289.47 $297.58 $305.91 $314.48

Product Manager I $206.13 $211.90 $217.83 $223.93 $230.20

Program Manager II $281.59 $289.47 $297.58 $305.91 $314.48

Program Manager I $206.13 $211.90 $217.83 $223.93 $230.20

Principal Consultant $384.66 $395.43 $406.50 $417.88 $429.58

Senior Consultant $312.07 $320.81 $329.79 $339.02 $348.51

Consultant II $206.13 $211.90 $217.83 $223.93 $230.20

Consultant I $181.43 $186.51 $191.73 $197.10 $202.62

Principal Subject Matter Expert $314.99 $323.81 $332.88 $342.20 $351.78

Subject Matter Expert III $281.59 $289.47 $297.58 $305.91 $314.48

Subject Matter Expert II $240.81 $247.55 $254.48 $261.61 $268.94

Subject Matter Expert I $206.13 $211.90 $217.83 $223.93 $230.20

Principal Architect $384.66 $395.43 $406.50 $417.88 $429.58

Computer Scientist $314.99 $323.81 $332.88 $342.20 $351.78

Systems Integration Engineer III $281.59 $289.47 $297.58 $305.91 $314.48

Systems Integration Engineer II $243.86 $250.69 $257.71 $264.93 $272.35

Labor Category GSA Price Year 16

(5/10/2023- 5/9/2024)

GSA Price Year 17

(5/10/2024- 5/9/2025)

GSA Price Year 18

(5/10/2024- 5/9/2025)

GSA Price Year 19

(5/10/2025- 5/9/2026)

GSA Price Year 20

(5/10/2026- 5/9/2027)

Systems Integration Engineer I $206.13 $211.90 $217.83 $223.93 $230.20

Engineer III $178.54 $183.54 $188.68 $193.96 $199.39

Engineer II $137.90 $141.76 $145.73 $149.81 $154.00

Engineer I $116.13 $119.38 $122.72 $126.16 $129.69

2. MAXIMUM ORDER*: $500,000 per SIN

3. MINIMUM ORDER: For Orders for SIN 511210 and 54151 $250. For Orders for SIN 54151S $5,000 (Initial Order only).

4. GEOGRAPHIC COVERAGE: Domestic

5. POINT(S) OF PRODUCTION: 4922 N Harbor Dr. | San Diego, CA 92106-2306

6. DISCOUNT FROM LIST PRICES: Government Net Prices are shown. Negotiated discount has been applied and the IFF has been included.

7. QUANTITY DISCOUNT(S): For Semantica® Pro Software, a quantity discount is offered as follows: >149 units, 15% of total perpetual license cost plus annual maintenance;

>299 units, 35% of total perpetual license cost plus annual maintenance.

8. PROMPT PAYMENT TERMS: 2% - 15 days from receipt of invoice or date of acceptance, whichever is later.

9. FOREIGN ITEMS: N/A

10a. TIME OF DELIVERY: As negotiated with ordering Agency

10b. EXPEDITED DELIVERY: Items available for expedited delivery are noted in this price list.

10c. OVERNIGHT AND 2-DAY DELIVERY: Overnight and 2-day delivery are available.

Contact the Contractor for rates.

10d. URGENT REQUIRMENTS: Agencies can contact the Contractor’s representative to affect a faster delivery. Customers are encouraged to contact the contractor for the purpose of requesting accelerated delivery.

11. FOB POINT: Destination

12a. ORDERING ADDRESS: Same as contractor.

12b. ORDERING PROCEDURES: Ordering activities shall use the ordering procedures described in Federal Acquisition Regulation 8.405-3 when placing an order or establishing a BPA for supplies or services. The ordering procedures, information on Blanket Purchase Agreements (BPA’s) and a sample BPA can be found at the GSA/FSS Schedule Homepage (fss.gsa.gov/schedules).

13. PAYMENT ADDRESS: Same as contractor.

14. WARRANTY PROVISION: See warranty under SIN Terms & Conditions.

15. EXPORT PACKING CHARGES: 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 AVAILABLE): Not applicable.

18b. TERMS AND CONDITIONS FOR ANY OTHER SERVICES (IF APPLICABLE): As applicable.

19. LIST OF SERVICE AND DISTRIBUTION POINTS (IF APPLICABLE): As applicable.

20. LIST OF PARTICIPATING DEALERS (IF APPLICABLE): Not applicable.

21. PREVENTIVE MAINTENANCE (IF APPLICABLE): Not applicable.

22a. SPECIAL ATTRIBUTES SUCH AS ENVIRONMENTAL ATTRIBUTES (e.g. recycled content, energy efficiency, and/or reduced pollutants): Not applicable.

22b. Section 508 Compliance for Electronic and Information Technology (EIT): As applicable.

23. UNIQUE ENTITY IDENTIFICATION NUMBER: L71WEFMZ9GZ9

24. NOTIFICATION REGARDING REGISTRATION IN SYSTEM FOR AWARD MANAGEMENT

(SAM) DATABASE: Contractor has an Active Registration in the SAM database.

End User License Agreement – GSA Version – March 2023

End User License Agreement – GSA Version

1. GRANT OF LICENSE

This Term End User License Agreement (the “Agreement” or the “License”) is a legal agreement between Semantic AI, Inc. (“SAI”), a Delaware corporation, and the purchaser (“Licensee”), concerning the use of SAI’s knowledge development platform software, including but not limited to the Cortex Enterprise Intelligence PlatformTM (EIP) with additional specialty variant descriptors, including but not limited to those variants presented as “Powered by” with additional descriptor, as applicable, Cortex EdgeTM (formerly marketed as Semantica® Pro), Semantica TeamTM and all SAI-provided data connectors (marketed as a group as Semantica ConnectTM but available individually and in various component combinations), (the “Software”), and the Software’s accompanying written materials that describe the Software’s functionality (the “Documentation”) delivered in accordance with this Agreement. Subject to Licensee’s continued and full compliance with all of the terms and conditions of this Term End User License Agreement, this Agreement grants Licensee a non-transferable, non-exclusive, limited license, without any right to sublicense, to install, execute, and use the specific version of the Software originally acquired for the specific period of time indicated in the Licensee’s purchase order or similar acquisition documentation (the “Term”) in object code format solely for its internal business purposes in accordance with the technical specification documentation provided to Licensee by SAI. At the conclusion of such Term, Licensee may continue use of the Software only by renewed Term License purchase agreement. Without such renewal agreement, Licensee is no longer granted use of the Software upon conclusion of the Term. By executing a written purchase order for the Software, Licensee agrees to be bound by the terms of this Agreement.

(a) License, Ownership and Copyright

SAI owns the Software. The Software and Documentation are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is being licensed to the Licensee subject to the terms and conditions of this Agreement; the Software is not being sold to Licensee. Licensee owns the physical software storage device onto which the Software is originally or subsequently loaded, recorded or fixed, but SAI retains ownership of all copies of the Software itself. All title and intellectual property rights in and to the Software (including but not limited to any source and executable code, images, data, animations, video, audio, text and "applets," incorporated into the Software), the accompanying Documentation, and any copies of the Software, are owned by SAI. Licensee may not copy any Documentation accompanying the Software. All rights not expressly granted to Licensee under this Agreement are reserved by SAI.

All title and intellectual property rights in and to the content or data which may be accessed through use of the Software are the property of the respective content or data owner and may be protected by applicable copyright or other intellectual property laws and treaties. This License Agreement grants Licensee no rights to access or use such content or data. It is the sole responsibility of Licensee to acquire lawful access authorization from the respective content or data owner as required by such content or data owner for all content or data which may be accessed by the Software (see Section 1(e) Data Content below).

(b) Copying and User Access

Each licensed user copy of the Software may be installed on one Computing System only, with “Computing System” defined as one or more computing devices, whether physical or virtual, designed to operate as a collective system to store and run the Software. Each licensed user copy of the Software may be accessed via no more than one Licensee-operated input/output device of any kind at the same time. Licensee may make archival copies of the Software only, solely for Licensee’s own back-up use, subject to the following restrictions: (i) all archival copies must be treated in the same way as the original by labeling each with the Copyright Notice that is on the original copy of the Software; and (ii) no archival copy may be used for non-archival purposes while any other copy is being used by a different person. Licensee may not sublicense, assign, or transfer the license granted herein without the prior written consent of SAI.

(c) Restrictions

Licensee will not (and will not allow any third party to): (i) reverse engineer or attempt to discover any source code or underlying ideas or algorithms of any SAI Software products; (ii) provide, lease, lend, use for timesharing or service bureau purposes or otherwise use or allow others to use the Software for the benefit of any third party; (iii) list or otherwise display or copy any code of any SAI Software product; (iv) copy any SAI Software product (or component thereof), develop any improvement, modification or derivative work thereof, or include any portion thereof in any other equipment or item; (v) allow the transfer, transmission (including, without limitation, making available on-line, electronically transmitting, or otherwise communicating, to the public), export, or re-export of any SAI Software product (or any portion thereof) or any SAI technical data; or (vi) perform benchmark tests without the prior written consent of SAI (any results of such permitted benchmark testing shall be deemed Confidential Information of SAI); provided, however, that subject to the other terms and conditions of this Agreement, Licensee shall be permitted to develop software that interfaces with SAI’s public Application Programming Interfaces (APIs), provided that Licensee shall not attempt to, or encourage any third party to, sell, rent, lease, sublicense, distribute, transfer, or syndicate such software, without prior written approval from SAI. All the limitations and restrictions on the Software in this Agreement shall also apply to Documentation.

Notwithstanding the foregoing, or any statement to the contrary herein, portions of the Software may be provided with notices and open source or similar licenses from such communities and third parties that govern the use of those portions, and any licenses granted hereunder shall not alter any duties or obligations Licensee may have under such open source licenses; however, the disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all such software in this Software distribution.

(d) Maintenance

(1) Updates. Throughout the Term, SAI will, from time to time, maintain Licensee’s then licensed Software via delivery of the most current commercially available Software version, release, or update as such version, release or update becomes publicly available (“Maintenance”). Licensee shall continue to receive Maintenance throughout the Term.

(2) Exclusions

(i) Maintenance does not include any products or services other than the delivery of such updated versions of the Software as defined in this Agreement.

(ii) Notwithstanding any other provision of this Agreement, Maintenance does not include any corrective requirements or actions, and SAI shall not incur any corrective obligations, associated with errors or other functionality issues involving SAI-provided data connectors which are associated with non-functioning connections to Licensee-provided or third party-provided data sources resulting from any Licensee or third-party modification(s), or which are caused by any other Licensee or third-party action(s). For clarity, SAI disclaims, and Licensee accepts, all responsibility for all corrective actions and costs associated with any restorative measures associated with resolving functionality issues involving SAI-provided data connectors which are associated with non-functioning connections to Licensee-provided or third party-provided data sources resulting from any Licensee or third-party modification(s), or which are caused by any other Licensee or third-party action(s).

(iii) Licensee agrees that any time period of Software non-availability or other performance degradation due to non-functioning connections to Licensee-provided or third party-provided data sources resulting from any Licensee or third-party modification(s), or which are caused by any other Licensee or third-party action(s) is beyond the control of, and shall not be considered to be caused by or the fault of, SAI and shall not be counted against any Software uptime or availability percentage metric which may be tracked.

(e) Data Content

Licensee represents, warrants and covenants to SAI that all content and/or data Licensee accesses in the use of any SAI Software product (“Data Content”) is rightfully and lawfully accessed by Licensee, that Licensee has the right to access, store, integrate or import the Data Content through such SAI Software product use and that such Data Content will continue to be used by Licensee in accordance with applicable rights, laws, regulations and contractual obligations. Licensee further represents and warrants that the Data Content it provides to SAI does not infringe upon or violate any other party’s copyright, trademark, patent, privacy, publicity or other proprietary rights. Licensee, not SAI, remains solely liable and responsible for all Data Content in any form which Licensee accesses in the use of any SAI Software product. Licensee acknowledges that all Data Content that Licensee accesses and/or produces through use of the Software and the conclusions drawn therefrom is accessed and/or produced at Licensee’s own risk, and Licensee will be solely liable and responsible for any damage or losses to any party resulting therefrom.

2. LIMITED WARRANTY

(a) Warranty Period

SAI warrants that, under normal use and service, the Software will perform substantially in accordance with the Documentation for the period of time encompassed by the Term (the “Warranty Period”). If within such Warranty Period, the Software fails to perform the material functions described in the Documentation, SAI may replace the non-performing Software with Software that has been modified to correct such non-performance without charge in a commercially reasonable amount of time, or, at SAI’s sole option, provide Licensee a prorated refund of the Term License fee actually paid by Licensee for the period during which the Software failed to perform such material functions.

EXCEPT AS EXPRESSLY SET FORTH ABOVE AND AS MAY BE OTHERWISE PROHIBITED

BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY OTHER

WARRANTIES OF ANY KIND AND SAI AND ITS SUPPLIERS HEREBY DISCLAIM ALL

WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN,

RELATING TO SAI SOFTWARE PRODUCTS PROVIDED HEREUNDER OR TO THE

SUBJECT MATTER OF THIS AGREEMENT OR OTHERWISE, INCLUDING BUT NOT

LIMITED TO ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, TITLE

OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING

LIMITATION, SAI DOES NOT WARRANT THAT THE SAI SOFTWARE PRODUCTS OR

DOCUMENTATION WILL MEET LICENSEE’S REQUIREMENTS OR THAT OPERATION OF

SAI SOFTWARE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE. If an implied warranty or condition is created by Licensee’s state or jurisdiction and federal or state law prohibits disclaimer of it, Licensee also has an implied warranty or condition, BUT ONLY AS TO DEFECTS

DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY (DURING THE

ACTIVE TERM). There are no warranties that extend beyond those express warranties set forth in this License Agreement. Any replacement Software will be warranted for the remainder of the then current Term, and SAI will use commercially reasonable efforts to provide Licensee’s remedy within a commercially reasonable time.

(b) Exclusions

This warranty excludes errors which cannot be reproduced, which occur in an unsupported hardware and/or system software environment, which are caused by virus, which are associated with non-functioning connections to Licensee-provided or third party-provided data sources resulting from any Licensee or third-party modification(s), or which are caused by any other Licensee or third-party action(s).

(c) Delivery Media

In the event the delivery of the Software and/or the Documentation to the Licensee is not provided via internet download, SAI warrants that during the Warranty Period the physical software storage device provided by SAI onto which the Software and/or the Documentation is loaded for delivery to the Licensee, including but not limited to compact disks and flash drives (the "Media"), shall be free from defects in materials and workmanship. If any such defect or deviation appears during the Warranty Period, Licensee may, as Licensee's sole remedy with respect to such defect or deviation, return the Media to SAI for replacement without charge. The warranties set forth in this Section do not cover defects arising from modifications or misuse of the Software, Media or Documentation after receipt by Licensee.

3. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL SEMANTIC AI, INC.

BE LIABLE FOR ANY LOST REVENUE OR PROFITS OR ANY INCIDENTAL, INDIRECT,

SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OR INABILITY

TO USE THE SOFTWARE, ANY DERIVATIVE PRODUCTS OR ANY SERVICES RELATING

TO THIS AGREEMENT REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES

AND EVEN IF SEMANTIC AI, INC. OR SEMANTIC AI, INC.'S AUTHORIZED

REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR

INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR

EXCLUSION MAY NOT APPLY TO LICENSEE AS APPLICABLE TO LICENSEE’S STATE.

IN NO EVENT SHALL SEMANTIC AI, INC.'S TOTAL LIABILITY TO LICENSEE FOR ALL

DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT

(INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT SEMANTIC AI,

INC. RECEIVED FOR USE OF ANY SEMANTIC AI, INC. PRODUCT OR SERVICE. 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.

4. EXPORT RESTRICTIONS

Licensee agrees to (i) comply with the requirements of the U.S. Department of Commerce (DOC) Export Administration Regulations (EAR) (see http://www.bis.doc.gov) and all applicable international, national, state, regional and local laws and regulations, including without limitation any applicable import and use restrictions, (ii) not export, or re-export, directly or indirectly, the Software to any country outlined in the EAR, nor to any person or entity on the DOC Denied Persons, Entities and Unverified Lists, the U.S. Department of State's Debarred List, or on the U.S. Department of Treasury's lists of Specially Designated Nationals, Specially Designated Narcotics Traffickers, or Specially Designated Terrorists, (iii) not export, or re-export the Software to any military entity not approved under the EAR, or to any other entity for any military purpose, and (iv) not license, sell, provide or distribute the Software for use in connection with chemical, biological, or nuclear weapons or missiles capable of delivering such weapons.

5. U. S. GOVERNMENT LICENSEES

If any SAI product is licensed by or for any unit or agency of the United States Government, then such product will be classified as "commercial computer software”, as that term is defined in the applicable provisions of the Federal Acquisition Regulation (the "FAR") and supplements, including the Department of Defense ("DoD") FAR Supplement (the "DFARS"). The suite of products comprising the commercially available Software was developed exclusively at private expense, and no part of the commercially available Software was first produced in the performance of a United States Government contract. If the Software is supplied for use by DoD, it is delivered subject to the terms of this Agreement and either (i) in accordance with DFARS 227.7202-1(a) and 227.7202-3(a) for SAI’s commercial software products, or (ii) with restricted rights in accordance with DFARS 252.227-7013(b)(3) (Sep 2022) for certain SAI-developed, Government-use-only data connectors and any other SAI non-commercial software products, as applicable. If the Software is supplied for use by a Federal agency other than DoD, the Software is restricted computer software delivered subject to the terms of this Agreement and (i) FAR 12.212; or (ii) FAR 52.227-14, as applicable.

6. GOVERNING LAW AND DISPUTE RESOLUTION

http://www.bis.doc.gov/

This Term End User License Agreement will be governed by the Federal laws of the United States.

The United Nations Convention for the International Sale of Goods shall not apply. Licensee herewith waives any right to bring an action against SAI as a plaintiff in or member of a class action.

7. ENTIRE AGREEMENT

This License Agreement constitutes the entire agreement between the parties and supersedes any and all prior or contemporaneous statements, discussions or agreements between the parties, whether written or oral, regarding the subject matter hereof. This License Agreement may only be modified, amended or altered in a writing signed by all parties; provided, however, that SAI reserves the right, at its discretion, to change, modify, add to or remove portions of this License Agreement by posting the updated License Agreement on SAI’s website. Licensee will be deemed to have accepted such updated License Agreement by continuing to use the Software after such update has been posted.

8. TERM AND TERMINATION; CONFLICT WITH PURCHASE AGREEMENT

This License Agreement, and any updates thereof, shall remain in effect throughout the Term. The terms of the then current formal purchase agreement entered into by Licensee and SAI with regard to the Software and/or the Documentation shall, however, control and take precedence over the terms and conditions set forth in this License Agreement, to the extent that there is a conflict between the terms of the purchase agreement and the terms of this License Agreement. When the End User is an instrumentality of the U.S., recourse against the United States for any alleged breach of this Agreement must be brought as a dispute under the contract Disputes Clause (Contract Disputes Act).

During any dispute under the Disputes Clause, SAI shall proceed diligently with performance of this Agreement, pending final resolution of any request for relief, claim, appeal, or action arising under the Agreement, and comply with any decision of the Contracting Officer.