MAS - Cbeyondata LLC - GS35F083AA

General Services Administration

Federal Acquisition Service

Authorized Federal Supply Schedule FSS Price List

Online access to contract ordering information, terms and conditions, 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

Multiple Award Schedule

FSC Group: Information Technology

FSC Class: 7A21, DA01

Contract Number: GS-35F-083AA

GS-35F-083AA is listed here for reference purposes only and is replaced by GS-00F-205CA. GS-35F-

083AA is only to be used for BPAs and orders awarded prior to, or pending an award decision as of

September 7, 2021. All new BPAs and orders MUST be awarded against the contractor’s new

MAS contract GS-00F-205CA.

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

Contract Period: November 27, 2012 to November 26, 2027 cBEYONData LLC

251 18TH ST S STE 630

Arlington, Virginia 22202-3528

Telephone: 703-690-5730 Fax: (800) 498-3168 www.cbeyondata.com

Contract Administrator: Aryna Battle

Aryna.Battle@cbeyondata.com

Business Size/Status: Other than Small Business

Prices shown herein are NET (discount deducted).

Pricelist current through modification #PS-0034 dated August 27, 2025 http://www.gsaadvantage.gov/ https://www.gsa.gov/schedules mailto:Aryna.Battle@cbeyondata.com

TABLE OF CONTENTS

CUSTOMER INFORMATION

SIN 511210 (SOFTWARE LICENSES) AND SIN 54151 (SOFTWARE MAINTENANCE SERVICES)

TERMS AND CONDITIONS

SIN 54151S LABOR CATEGORY DESCRIPTIONS

CBEYONDATA MASTER LICENSE AND SERVICES AGREEMENT

USA COMMITMENT TO PROMOTE SMALL BUSINESS PARTICIPATION PROCUREMENT

PROGRAMS

BEST VALUE BLANKET PURCHASE AGREEMENT FEDERAL SUPPLY SCHEDULE

(CUSTOMER NAME) BLANKET PURCHASE AGREEMENT

BASIC GUIDELINES FOR USING “CONTRACTOR TEAM ARRANGEMENTS”

CUSTOMER INFORMATION

1a. Table of Awarded Special Item Numbers (SINs):

SIN SIN Description

511210/RC/STLOC Software Licenses

54151/RC/STLOC Software Maintenance Services

54151S/RC/STLOC IT Professional Services

OLM/RC/STLOC Order-Level Materials (OLMs)

1b. Lowest Priced Model Number and

Lowest Price:

See Pricing on GSA Advantage and Price List on GSA eLibrary

1c. Labor Category Descriptions: Please refer to pages 6-9

2. Maximum Order: 511210/RC/STLOC:

54151/RC/STLOC:

54151S/RC/STLOC:

OLM/RC/STLOC:

$500,000

$500,000

$500,000

$250,000

3. Minimum Order: $100

4. Geographic Coverage: Domestic Only

5. Point (s) of Production: Not Applicable

6. Discount from List Price: All Prices Herein are Net

7. Quantity Discounts: Not Applicable

8. Prompt Payment Terms: 1% - 20 days from receipt of invoice or date of acceptance, whichever is later. Information for Ordering Offices: Prompt payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions

9. Foreign Items: None

10a. Time of Delivery: 30 Days

10b. Expedited Delivery: Contact Contractor

10c. Overnight and 2-Day Delivery: Contact Contractor

10d. Urgent Requirement: When the Federal Supply Schedule contract delivery period does not meet the bona fide urgent delivery requirements of an ordering activity, ordering activities are encouraged, if time permits, to contact the Contractor for the purpose of obtaining accelerated delivery. The Contractor shall reply to the inquiry within 3 workdays after receipt. (Telephonic replies shall be confirmed by the Contractor in writing.) If the Contractor offers an accelerated delivery time acceptable to the ordering activity, any order(s) placed pursuant to the agreed upon accelerated delivery time frame shall be delivered within this shorter delivery time and in accordance with all other terms and conditions of the contract.

11. F.O.B. Point(s): Destination

12a. Ordering Address: cBEYONData LLC

Arlington, Virginia 22202-3528

12b. Ordering procedures: See Federal Acquisition Regulation (FAR) 8.405-3.

13. Payment Address: cBEYONData LLC

Arlington, Virginia 22202-3528

14. Warranty Provision: See Master License and Services Agreement

15. Export Packing Charges: Not Applicable

16. Terms and conditions of rental, maintenance, and repair:

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:

18b. Terms and conditions for any other services

(if applicable):

19. List of service and distribution points

(if applicable):

20. List of participating dealers (if applicable): Not Applicable

21. Preventative maintenance (if applicable) Not Applicable

22a. Special attributes such as environmental attributes

(e.g., recycled content, energy efficiency, and/or reduced pollutants.):

22b. Section 508 compliance information is available for the information and communications technology (ICT) products and services offered and show where full details can be found (e.g.

contractor’s website or other location). The ICT accessibility standards can be found at:

www.Section508.gov/

Contact Contractor

23. Unique Entity Identifier (UEI) Number: CLBUNVMCNN98

24. cBEYONData LLC is registered in the System for Award Management (SAM).

SIN 511210 (SOFTWARE LICENSES) AND SIN 54151 (SOFTWARE MAINTENANCE SERVICES)

TERMS AND CONDITIONS

1.) Specific Instructions for SIN 511210 - Software Licenses a.) Offerors are encouraged to identify within their software items any component interfaces that support open standard interoperability. An item's interface may be identified as interoperable on the basis of participation in a Government agency-sponsored program or in an independent organization program. Interfaces may be identified by reference to an interface registered in the component registry located at http://www.core.gov.

b.) The words “term software” or “perpetual software” shall be the first word in the product title/name for: 1) the price proposal template and 2) the SIP file for GSA Advantage. The word “term software” or “perpetual software” shall be the first word in the product title/name for the GSA Pricelist pricing charts (I-FSS-600 CONTRACT PRICE LISTS (OCT 2020). The words “term software” or “perpetual software” shall be in each product title in any response to a customer Request for Quote

(RFQ) or Request for Information (RFI).

c.) Contractors are encouraged to offer SIN 54151 Software Maintenance Services in conjunction with SIN 511210 -

Software Licenses.

d.) Conversion From Term License To Perpetual License i.) When standard commercial practice offers conversions of term licenses to perpetual licenses, and an ordering activity requests such a conversion, the contractor shall provide the total amount of conversion credits available for the subject software within ten (10) calendar days after placing the order.

ii.) When conversion credits are provided, they shall continue to accrue from one contract period to the next, provided the software has been continually licensed without interruption.

iii.) The term license for each software product shall be discontinued on the day immediately preceding the effective date of conversion from a term license to a perpetual license.

iv.) When conversion from term licenses to perpetual licenses is offered, the price the ordering activity shall pay will be the perpetual license price that prevailed at the time such software was initially ordered under a term license, or the perpetual license price prevailing at the time of conversion from a term license to a perpetual license, whichever is the less, minus an amount equal to a percentage of all term license payments during the period that the software was under a term license within the ordering activity.

e.) Term License Cessation i.) After a software product has been on a continuous term license for a period of 60 months, a fully paid-up, non-exclusive, perpetual license for the software product shall automatically accrue to the ordering activity. The period of continuous term license for automatic accrual of a fully paid-up perpetual license does not have to be achieved during a particular fiscal year; it is a written Contractor commitment which continues to be available for software that is initially ordered under this contract, until a fully paid-up perpetual license accrues to the ordering activity.

However, should the term license of the software be discontinued before the specified period of the continuous term license has been satisfied, the perpetual license accrual shall be forfeited. Contractors who do not commercially offer conversions of term licenses to perpetual licenses shall indicate that their term licenses are not eligible for conversion at any time.

ii.) Each separately priced software product shall be individually enumerated, if different accrual periods apply for the purpose of perpetual license attainment.

iii.) Fill-in data and specific terms shall be attached to the GSA Price List (I-FSS-600 CONTRACT PRICE LISTS

(OCT 2020)).

iv.) The Contractor agrees to provide updates and software maintenance services for the software after a perpetual license has accrued, at the prices and terms of SIN 54151 - Software Maintenance Services, if the licensee elects to order such services. Title to the software shall remain with the Contractor.

http://www.core.gov/ f.) Utilization Limitations for Perpetual Licenses i.) Software Asset Identification Tags (SWID) (Option 1 Perpetual License)

1.) Option 1 is applicable when the Offeror agrees to include the International Organization for

Standardization/International Electrotechnical Commission 19770-2 (ISO/IEC 19770- 2:2015) standard identification tag (SWID Tag) as an embedded element in the software. An ISO/IEC 19970-2 tag is a discoverable identification element in software that provides licensees enhanced asset visibility. Enhance visibility supports both the goals of better software asset management and license compliance. Offerors may use the National Institute of Standards and Technology (NIST) document “NISTIR 8060: Guidelines for Creation of Interoperable Software Identification (SWID) Tags,” December 2015 to determine if they are in compliance with the ISO/IEC 19770-2 standard.

2.) Section 837 of The Federal Information Technology Acquisition Reform Act (FITARA) of 2014, requires GSA to seek agreements with software vendors that enhance government- wide acquisition, shared use, and dissemination of software, as well as compliance with end user license agreements. The Megabyte

Act of 2016 requires agencies to inventory software assets and to make informed decisions prior to new software acquisitions. In June of 2016, the Office of Management and Budget issued guidance on software asset management requiring each CFO Act (Public Law 101-576 – 11/15/1990) agency to begin software inventory management (M-16-12). To support these requirements, Offerors may elect to include the terms of Option 1 and/or Option 2, which support software asset management and government-wide reallocation or transferability of perpetually licensed software.

ii.) Reallocation of Perpetual Software (Option 2 Perpetual License)

1.) The purpose of SIN 511210 OPTION 2 is to allow ordering activities to transfer software assets for a pre-negotiated charge to other ordering activities.

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

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

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

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

6.) Software assets that are eligible for transfer that have lapsed Software Maintenance Services (SIN

54151) may require a maintenance reinstatement fee, chargeable to the new ordering activity or license grantee. When such a fee is paid, the new ordering activity shall receive all the rights and benefits of

Software Maintenance Services.

7.) When software assets are eligible for transfer, and are fully covered under pre-paid Software

Maintenance Services (SIN 54151), the new ordering activity shall not be required to pay maintenance for those license assets prior to the natural termination of the paid for maintenance period. The rights associated with paid for current Software Maintenance Services shall automatically transfer with the software licenses without fee. When the maintenance period expires, the new ordering activity or license grantee shall have the option to renew maintenance.

8.) The administrative fee to support the transfer of licenses, exclusive of any new incremental licensing or maintenance costs shall be 10% percentage (%) of the original license fee. The fee shall be paid only at the time of transfer. In applying the transfer fee, the Software Contractor shall provide transactional data that supports the original costs of the licenses.

9.) Fill-in data and specific terms shall be attached to the GSA Price List (I-FSS-600 CONTRACT PRICE

LISTS (OCT 2020).

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

SIN 54151S LABOR CATEGORY DESCRIPTIONS

Senior Technical Specialist

Minimum/General

Experience:

With nine (9) or more years of systems integration or systems development experience in a specific technical discipline. Should have at a minimum, an in depth knowledge of program design on standard systems, as well as system analysis, business modeling and consulting methodologies. Familiar with a variety of technologies, particularly Database and Web.

Functional

Responsibility:

Designs and develops complex solutions for clients using specific technical expertise.

Work includes application development, infrastructure planning, and system integration activities. Focuses on the delivery of engagement results to the client; may require involvement in several engagements simultaneously and the coordination of other consultants involved in a specific project phase.

Minimum

Education:

Bachelor's Degree and 9 years of systems integration or systems development experience. With a Master's Degree, 5 years of systems integration or systems development experience is required. With a PhD, 3years of systems integration or systems development experience is required.

Principal Consultant / Engineer

Experience:

With five (5) to seven (7) years’ experience, the Project Manager is responsible for ensuring that assigned engagements are professionally managed and all client deliverables meet the client’s expectations. This level is responsible for directing engagements which impact a discrete section of the client’s business. The Project

Manager serves as the primary interface for the client throughout the project. This level is responsible for identifying other client areas that may benefit from the solutions provided.

Functional

Responsibility:

Deploy technologies such as Information and Web systems for clients. Work includes application development, infrastructure planning, and system integration activities. Plans the activities and resource requirements of assigned phases of an engagement(s) which impact a segment of the client’s business; focuses on the delivery of engagement results to the client; may require involvement in several engagements simultaneously and the coordination of other consultants involved in a specific project phase.

Minimum

Education:

B.A. or B.S. in Computer Information Systems, Mathematics, Computer Science, Operations Research, Economics, Finance, Business or applied science.

Project Manager

Experience:

With five (5) to seven (7) years’ experience, the Project Manager is responsible for ensuring that assigned engagements are professionally managed and all client deliverables meet the client’s expectations. This level is responsible for directing engagements which impact a discrete section of the client’s business. The Project

Manager serves as the primary interface for the client throughout the project. This level is responsible for identifying other client areas that may benefit from the solutions provided.

Functional

Responsibility:

Monitors project performance against engagement milestones; manages client expectations; coordinates resources and processes to achieve engagement workplan;

recommends changes to the engagement staff over the life of the project; manages project budgets and prepares client billings as appropriate; ensures all project documentation is maintained in accordance with consulting standards

Minimum

Education:

Principal Consultant / Business Intelligence

Experience:

With eight (8) or more years of management consulting, systems integration or systems development. Should have at a minimum, an in depth knowledge of program design on standard systems, as well as system analysis, business modeling and consulting methodologies. Familiar with a variety of technologies, particularly Database and Web.

Over 2 years of experience managing or leading Business Intelligence Projects.

Functional

Responsibility:

Deploy technologies such as Oracle, Business Objects, Microsoft, Cognos or Web systems for clients. Work includes application development, infrastructure planning, and system integration activities. Plans the activities and resource requirements of assigned phases of an engagement(s) which impact a segment of the client’s business; focuses on the delivery of engagement results to the client; may require involvement in several engagements simultaneously and the coordination of other consultants involved in a specific project phase.

Minimum

Education:

Training Specialist

Experience:

Two (2) to five (5) years of relevant experience.

Functional

Responsibility:

Experience in training department or functional area in a business, military, or similar environment. Responsible for providing end-user training on multiple customer specific applications. Responsible for developing/updating courseware to parallel modifications in system functionality. Excellent written and oral communication skills required.

Experience in creating or maintaining a course resource library of training materials.

Proven experience and expertise in utilizing software applications such as Microsoft

Word, Excel, PowerPoint, Access, and Microsoft Project. Demonstrated flexibility and ability to multi-task. Work with departmental management and personnel to develop individual training programs.

Minimum

Education:

Associate, B.A. or B.S.

Consultant / Engineer (Level 2)

Experience:

Four (4) to six (6) years engineering experience. Working in a client server environment, this position requires hands-on expertise in industry leading networking and/or operating system software (such as Oracle). In addition, candidates should be proficient in

Windows applications development and have familiarity with GUI tool kits (Visual

Basic, C++, Powerbuilder) and SQL.is responsible for identifying other client areas that may benefit from the solutions provided.

Functional

Responsibility:

A consultant should have, at a minimum, in depth knowledge of design, coding and debugging of programs on standard systems as well as the practical application of business system analysis. A consultant typically contributes to the functional and technical specifications for development of a discrete project deliverable of moderate complexity. A consultant is typically involved with several phases of the technical systems integration (coding, testing, & documenting).

Minimum

Education:

B.A. or B.S. in Computer Information Systems, Computer Science, Operations Research, Economics, Finance, Business or applied science.

Data Analyst / Architect

Experience:

Four (4) to six (6) years engineering experience. Working in a client server environment, these positions require hands-on expertise in industry leading networking and/or operating system software (such as Microsoft or Oracle). In addition, candidates should be proficient in Business Intelligence tools and concepts and Windows applications development.

Functional

Responsibility:

A consultant should have, at a minimum, in depth knowledge of design, coding and debugging of programs on standard systems as well as the practical application of business system analysis. A consultant typically contributes to the functional and technical specifications for development of a discrete project deliverable of moderate complexity. A consultant is typically involved with several phases of the technical systems integration (coding, testing, & documenting).

Minimum

Education:

B.A. or B.S. in Computer Information Systems, Computer Science, Operations Research, Economics, Finance, Business or applied science.

Consultant / Engineer (Level 1)

Experience:

Three (3) to five (5) years engineering experience. Working in a client server environment, this position requires hands-on expertise in industry leading networking and/or operating system software (such as Oracle). In addition, candidates should be proficient in Windows applications development and have familiarity with GUI tool kits

(Visual Basic, C++, PowerBuilder) and SQL.

Functional

Responsibility:

A consultant has a working level knowledge of design, coding and debugging of programs on standard systems as well as the practical application of business system analysis. A consultant typically contributes to the functional and technical specifications for development of a discrete project deliverable of moderate complexity. A consultant is typically involved with several phases of the technical systems integration (coding, testing, & documenting) under the supervision of more senior personnel. May work independently on less complex tasks.

Minimum

Education:

IT Consultant

Experience:

Two (2) to four (4) years engineering experience. Working in a client server environment, this position requires hands-on expertise in industry leading networking and/or operating system software (such as Oracle). In addition, candidates should be proficient in Windows applications development and have familiarity with GUI tool kits

(Visual Basic, C++, Powerbuilder) and SQL.

Functional

Responsibility:

A consultant should have, at a minimum, in depth knowledge of design, coding and debugging of programs on standard systems as well as the practical application of business system analysis. A consultant typically contributes to the functional and technical specifications for development of a discrete project deliverable of moderate complexity. A consultant is typically involved with several phases of the technical systems integration (coding, testing, & documenting).

Minimum

Education:

Associate Consultant

Experience:

Zero (0) to two (2) years of relevant experience.

Functional

Responsibility:

The Associate Consultant typically works on client engagements in a supporting capacity

(e.g. research, data collection, analysis, preparation of system (documentation). This level is responsible for defined components or specific deliverables of an engagement.

Interaction with the client organization is to gather or exchange information related to specific project assignments. Executes project assignments to support overall objectives of the engagement project plan; analyzes and resolves technical problems on standard systems or selected platforms. Completes all assigned engagement tasks within defined parameters; identifies roadblocks, problems or client issues which may impact the quality of the engagement product; ensures that all engagement documentation is kept in accordance with Guident guidelines. Plans the activities and resource requirement of own portion of an engagement; focuses on the delivery of short-term results to the client;

ensures that personal workflow is aligned with the engagement timetables. Performs assignments in support of the organization’s overall revenue objectives, participates in the preparation of proposals and sales presentations; complies with requirements to project and maximize client hours. May participate in the resolution of situational issues/problems with existing clients; cultivates the client peer relationships; seeks opportunities to identify possible add-on or new projects.

Minimum

Education:

Completed or in a path to complete a B.A. or B.S. degree in Computer Science, Engineering, Math, Economics, or Business.

Support Analyst

Experience:

Two (2) to four (4) years’ experience.

Functional

Responsibility:

Assist in monitoring and responding to system issues which arise during testing or after client implementation. Analyzes complex system problems, measures variations from expected values and formulates diagnosis of problem and proposed corrective action.

Works with senior consultants and engineers to resolve client issues.

Minimum

Education:

Associate, B.A. or B.S.

cBEYONData MASTER LICENSE AND SERVICES AGREEMENT

This Master License and Services Agreement (this “Agreement”) is entered into as of the date set forth in the Purchase

Order, Statement of Work, or similar document, between cBEYONData LLC, a Delaware corporation

(“cBEYONData”), and the Ordering Activity under GSA Schedule contracts identified in the Purchase Order, Statement of Work, or similar document (“Customer” or “Ordering Activity”). cBEYONData and Customer are also referred to herein each as a “Party” and collectively as the “Parties.”

1. Definitions

For the purposes of this Agreement, the following terms have the following meanings:

1.1 “cBEYONData Software” means the software identified in the Order entered into connection with this Agreement.

1.2 “Customer User” means an employee, contractor, or agent of Customer who is permitted by

Customer to use the cBEYONData Software.

1.3 “Documentation” means the manuals, documentation, and other supporting materials generally provided to cBEYONData’s customers in connection with the cBEYONData Software.

1.4 “Order” means a quote issued by cBEYONData in connection with this Agreement and accepted by

Customer, pursuant to which cBEYONData provides the cBEYONData Software to Customer.

1.5 “Third Party Products” means software or services made available by a Party other than cBEYONData that may be used in connection with the cBEYONData Software, including software or services that are necessary or advisable in order for Customer to exploit the functionality of the cBEYONData Software.

2. Service and License Terms

2.1 cBEYONData Software.

(a) Subject to the terms and conditions of this Agreement, if cBEYONData makes the cBEYONData Software available to Customer as a hosted service solution (as designated in the applicable Order)

(“Cloud Deployment”), cBEYONData agrees to permit Customer Users to access and use the cBEYONData Software during the applicable Order Term solely for Customer’s internal business purposes. cBEYONData will provide access to such cBEYONData Software to Customer Users in accordance with the availability requirement set forth in Exhibit

A.

(b) Subject to the terms and conditions of this Agreement, if cBEYONData makes the cBEYONData Software available to Customer as an on premises installable software solution (as designated in the applicable Order) (“On Premises Deployment”), cBEYONData hereby grants Customer a non-exclusive, non-transferable (except as otherwise set forth in Section 10.3), non-sublicensable license during the applicable Order

Term to download, install, and use the cBEYONData Software solely for Customer’s internal business purposes.

(c) Except as expressly set forth in this Agreement, no other right or license of any kind is granted by cBEYONData to Customer hereunder with respect to the cBEYONData Software.

2.2 Documentation License. Subject to the terms and conditions of this Agreement, cBEYONData hereby grants Customer a non-exclusive, non-transferable (except as otherwise set forth in Section 10.3), non-sublicensable license to reproduce, and use the Documentation solely in connection with Customer’s access to or use of the cBEYONData Software in accordance with this Agreement. Customer and Customer Users will not remove or modify any copyright notices of cBEYONData or its licensors appearing in the Documentation.

2.3 Third Party Products. It is Customer’s responsibility to obtain the right to use any Third Party

Products that may be necessary to use the cBEYONData Software. Customer will be responsible for all fees incurred from the providers of such Third Party Products (“Third Party Providers”) and will be solely responsible for complying with the terms and conditions of any agreement between Customer and a Third Party Provider. Nothing herein shall bind the Ordering Activity to any Third Party Product or Third Party Provider terms unless the terms are provided for review and agreed to in writing by all parties. Subject to the foregoing, cBEYONData may, in its sole discretion, make available to Customers certain Third Party Products in connection with Customer’s use of the cBEYONData

Software, provided that cBEYONData may cancel, suspend, or cease to make available such Third Party Products to

Customer at any time. In the event that cBEYONData cancels, suspends, or ceases to make available such Third Party

Products to Customer that Ordering Activity has contracted for, Ordering Activity shall be entitled to a pro rata refund from cBEYONData for any fees paid not used.

2.4 Restrictions. Customer will not (and will not permit any Customer User or other third party to): (a) download or install quantities of the cBEYONData Software (for On Premises Deployment) or access and use the cBEYONData Software (for Cloud Deployment) in excess of the limitations set forth in the applicable Order; (b) except to the extent that such restriction is prohibited by applicable law, decompile, disassemble, scrape, or otherwise reverse engineer the cBEYONData Software or any portion thereof, or determine or attempt to determine any source code, algorithms, methods, or techniques embodied in the cBEYONData Software or any portion thereof; (c) modify, translate, or create any derivative works based on the cBEYONData Software or the Documentation; (d) distribute, disclose, market, rent, lease, assign, sublicense, pledge, or otherwise transfer the cBEYONData Software or the

Documentation, in whole or in part, to any third party; (e) remove or alter any copyright, trademark, trade name, or other proprietary notices, legends, symbols, or labels appearing on or in copies of the cBEYONData Software or the

Documentation; (f) perform, or release the results of, benchmark tests or other comparisons of the cBEYONData

Software with other programs; (g) incorporate the cBEYONData Software or any portion thereof into any other program or product, or use the cBEYONData Software to provide similar functionality to third parties; or (h) use the cBEYONData Software for any unlawful or tortious purpose.

2.5 Customer User Compliance. Customer will ensure that all Customer Users comply with the terms and conditions of this Agreement and each Order and will be responsible for all acts and omissions by its Customer

Users. Any act or omission by a Customer User that would be a breach of this Agreement, if done by Customer, will be deemed a breach of this Agreement by Customer.

2.6 Usage Data. cBEYONData may collect data and information in connection with Customer’s use of the cBEYONData Software (“Usage Data”). Customer grants to cBEYONData a perpetual, fully paid-up, royalty-fee, irrevocable, worldwide, non-exclusive, sublicensable license to reproduce, prepare derivative works based on, distribute, display, and otherwise use the Usage Data in order to (a) perform its obligations and exercise its rights under this Agreement, (b) improve cBEYONData’s products or services, (c) comply with its obligations or protecting its interests under applicable law; provided, however, that except as required by applicable law or necessary in order to exercise its rights under this Agreement, cBEYONData will not disclose any Usage Data publicly or to third parties

(other than its consultants or contractors), except in an aggregated and de-identified form.

2.7 Verification. cBEYONData may, at any time during the term of this Agreement and for two (2) years thereafter, with seven (7) days prior notice, audit (including through a third party auditor) Customer’s records to verify that Customer is and has been in compliance with the terms and conditions of this Agreement. Customer will promptly grant such access in accordance with Government security requirements and cooperate with cBEYONData in such audit; provided, however, the inspection will be conducted in a manner not intended to unreasonably disrupt

Customer’s business and will be restricted in scope, manner, and duration to that reasonably necessary to achieve its purpose.

2.8 Government Terms. If Customer is a United States Government agency or otherwise accessing or using any cBEYONData Software or Support Services on behalf of the U.S. Government, including as a higher tier subcontractor or prime contractor, this Agreement is subject to the terms set out in Exhibit C (U.S. Government Terms of Service).

3. Support; Professional Services

3.1 Support; Updates. For Cloud Deployments, cBEYONData will provide support services to

Customer as specified in Exhibit B, which may be updated from time to time by cBEYONData with prior, written notice to Customer (“Support Services”). For On Premises Deployments, cBEYONData will provide the Support

Services only if contemplated in an Order. Except as set forth in an Order or Exhibit B, cBEYONData has no obligation to provide any modification, error correction, bug fix, new release, or other update to the cBEYONData Software

(“Update”). In the event cBEYONData makes an Update available to Customer, the Update will be deemed to be part of the cBEYONData Software and will be subject to the terms and conditions of this Agreement. For the avoidance of doubt, cBEYONData will have no obligation to provide any support for any Third Party Products.

3.2 Onboarding Services. Customer may engage cBEYONData to perform certain professional services in connection with training, installation, and implementation of the cBEYONData Software as set forth in the Order

(collectively, “Onboarding Services”). Except as otherwise provided in an Order, the terms and conditions governing cBEYONData’s provision of the Onboarding Services are set forth in this Agreement.

3.3 Additional Services. From time to time, Customer may request that cBEYONData perform certain training and/or professional services related to the cBEYONData Software, which are beyond the scope of the

Onboarding Services (“Additional Services” and, collectively with Onboarding Services, the “Professional Services”).

Upon Customer’s request, cBEYONData will prepare a Statement of Work that includes the terms and conditions relevant to the Additional Services to be performed. Statements of Work will, to the extent applicable, contain: (i) a description of the Additional Services to be performed; (ii) any applicable assumptions, milestones, deliverables, and timelines for delivery; (iii) applicable fees and payment terms; and (iv) other terms applicable to such Additional

Services. Each fully executed Statement of Work will form a part of this Agreement and be subject to the terms and conditions set forth herein.

4. Orders and Payments

4.1 Orders. The initial order for the cBEYONData Software, Support Services, and Onboarding

Services (if any) is set forth in the first Order that references this Agreement. During the term of this Agreement, Customer may order additional licenses or subscriptions for the cBEYONData Software or additional Support Services or Onboarding Services in accordance with cBEYONData’s then-current rates and policies in effect when such order is placed. cBEYONData will issue a quote for such additional licenses, Support Services, or Onboarding Services.

Once executed by Customer and accepted by cBEYONData, the quote will be deemed an Order, governed by this

Agreement. Each Order is deemed incorporated into this Agreement by reference and a part of this Agreement.

4.2 Fees; Payment. Customer will make payments to cBEYONData for the cBEYONData Software, Support Services, and Professional Services (that are not provided free of charge) in accordance with each Order.

Ordering Activity agrees to pay any travel expenses in accordance with Federal Travel Regulation (FTR)/Joint Travel

Regulations (JTR), as applicable, Ordering Activity shall only be liable for such travel expenses as approved by

Ordering Activity and funded under the applicable ordering document. cBEYONData will invoice Customer for all fees (including expense reimbursements) payable under this Agreement and Customer will pay such invoiced amounts within forty-five (45) days of the receipt date of the invoice. For all amounts not paid within forty-five (45) days from the receipt date of the invoice, Customer agrees to pay interest at the rate in accordance with the Prompt Payment Act

(31 USC 3901 et seq) and Treasury regulations at 5 CFR 1315. All fees payable under this Agreement will be made without recoupment or set-off.

4.3 Taxes. Vendor shall state separately on invoices taxes excluded from the fees, and the Customer agrees either to pay the amount of the taxes (based on the current value of the equipment) or provide evidence necessary to sustain an exemption, in accordance with FAR 52.229-1 and FAR 52.229-3.

5. Limited Warranties; Disclaimer

5.1 Limited Warranties. cBEYONData warrants that the cBEYONData Software will perform substantially in accordance with the Documentation therefor. In the event of a breach of the foregoing warranty, cBEYONData’s sole obligation, and Customer’s sole and exclusive remedy, will be for cBEYONData to make commercially reasonable efforts to promptly correct the non-conforming functionality of the cBEYONData Software without charge.

5.2 Disclaimer. EXCEPT AS SET FORTH IN SECTION 5.1, CBEYONDATA MAKES NO

WARRANTIES WITH RESPECT TO THE CBEYONDATA SOFTWARE, PROFESSIONAL SERVICES,

SUPPORT SERVICES, DOCUMENTATION, OR ANY THIRD PARTY PRODUCTS, EXPRESS OR IMPLIED, RELATING THERETO, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE AND ALL STATUTORY

WARRANTIES ARE EXCLUDED TO THE FULLEST EXTENT POSSIBLE. CBEYONDATA MAKES NO

WARRANTIES OR REPRESENTATIONS AND WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY

THIRD PARTY PRODUCTS.

6. Term and Termination

6.1 Term of this Agreement. This Agreement will commence on the effective date of the initial Order entered into in connection with this Agreement and, unless sooner terminated pursuant to the terms of this Agreement, will expire upon the expiration of the last Order Term under this Agreement. Upon any termination or expiration of this Agreement, all Order(s) will immediately terminate.

6.2 Order Term. Unless otherwise specified in an Order, the term of each Order will commence on the

Effective Date of such Order and, unless sooner terminated pursuant to the terms hereof, will continue in full force and effect for a period of one (1) year following the effective date of such Order and may be renewed for successive one (1) year periods by both parties exercising an option, or executing a new purchase order in writing(each such term, including any renewals thereof, an “Order Term”). Any renewal of an Order pursuant to the preceding sentence will be for the same quantities of licenses or subscriptions for the cBEYONData Software as set forth in the applicable

Order. Purchase of any additional licenses or subscriptions for the cBEYONData Software or other products and services will require the execution of an amendment to the applicable Order or the execution of a new Order.

6.3 Termination. 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, cBEYONData 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.

6.4 Effect of Termination. Upon the expiration or termination of this Agreement, the rights granted to

Customer hereunder will terminate, Customer will cease all use of the cBEYONData Software and Documentation, and, for an On Premises Deployment, return to cBEYONData or delete the cBEYONData Software in its possession, and, upon cBEYONData’s request, so certify such actions to cBEYONData. Any costs incurred in returning or deleting the cBEYONData Software upon expiration or termination will be borne by Customer. Sections 1, 2.4, 2.6, 4.2, 5.2, 6.4, 8, 9, and 10 will survive any expiration or any termination of this Agreement. Termination of this

Agreement by either Party will not act as a waiver of any breach of this Agreement and will not act as a release of either Party from any liability for breach of such Party’s obligations under this Agreement. Neither Party will be liable to the other for damages of any kind solely as a result of terminating this Agreement in accordance with its terms, and termination of this Agreement by a Party will be without prejudice to any other right or remedy of such Party under this Agreement or applicable law.

7. Proprietary Rights

7.1 General. As between cBEYONData and Customer, cBEYONData retains all right, title, and interest in and to the cBEYONData Software, the Documentation, and all modifications and updates thereto and derivative works therefrom. In addition, unless otherwise provided in an Order or Statement of Work, cBEYONData will own

(and Customer hereby assigns to cBEYONData) all right, title, and interest to any work product, and all intellectual property rights therein, that cBEYONData developed, authored, created, conceived, discovered, made, or reduced to practice, alone or jointly with others, in the course of performing the Professional Services

7.2 Feedback. If Customer (including any Customer User) provide to cBEYONData any ideas, proposals, suggestions or other materials relating to the cBEYONData Software, the Professional Services and any other cBEYONData products or services (“Feedback”), such Feedback will be non-confidential, gratuitous, unsolicited and without restriction, and will not place cBEYONData under any fiduciary or other obligation. By submitting Feedback to cBEYONData, Customer hereby assigns and agrees to assign to cBEYONData all right, title, and interest in and to the Feedback, and agrees to assist cBEYONData in perfecting such rights and obtaining assignments of such rights from all individuals involved in generating the Feedback. Vendor acknowledges that the ability to use this Agreement and any Feedback provided as a result of this Agreement in advertising is limited by

GSAR 552.203-71.

8. Confidentiality

8.1 Confidential Information. Each Party acknowledges that in connection with this Agreement it may obtain the other Party’s confidential or proprietary information or material that is marked as (or if disclosed orally or in other intangible form or in any form that is not so marked, that is identified as confidential at the time of such disclosure), or provided under circumstances reasonably indicating it is, confidential or proprietary (“Confidential

Information”), which will include, without limitation, a Party’s trade secrets, know-how, inventions, techniques, processes, software, algorithms, software designs and architecture, computer code, documentation, design and functional specifications, and product requirements. cBEYONData’s Confidential Information will include, without limitation, the cBEYONData Software and all Updates thereto. Confidential Information will not include information or material that: (a) is or becomes publicly known through no act or omission of the receiving Party; (b) was rightfully known by the receiving Party before receipt from the disclosing Party, as evidenced by the receiving Party’s contemporaneous written records; (c) becomes rightfully known to the receiving Party without confidential or proprietary restriction from a source other than the disclosing Party that does not owe a duty of confidentiality to the disclosing Party with respect to such information or material; or (d) is independently developed by the receiving Party without the use of or reference to the Confidential Information of the disclosing Party.

8.2 Use and Disclosure Restrictions. The receiving Party will not disclose any Confidential Information to any third party, other than to its employees, contractors, and consultants who need to know such information in connection with this Agreement and who are bound by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein. Except as otherwise set forth in this Agreement, the receiving Party will not use any Confidential Information other than in connection with exercising its rights or performing its obligations under this Agreement. The receiving Party will take the same degree of care that it uses to protect its own confidential and proprietary information and materials of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid unauthorized use or disclosure of Confidential

Information. Notwithstanding the foregoing, the receiving Party may disclose Confidential Information to third parties to the extent the receiving Party is legally compelled to disclose such Confidential Information; provided, however, that prior to any such compelled disclosure, the receiving Party will, to the extent permissible under the circumstances, give the disclosing Party reasonable advance notice of any such disclosure and will cooperate with the disclosing Party in limiting such disclosure.

8.3 Reserved.

9. Liability

TO THE EXTENT ALLOWED BY APPLICABLE LAW AND NOTWITHSTANDING ANY FAILURE OF

ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR LIMITATION OF LIABILITY: (A) IN NO EVENT

SHALL CBEYONDATA OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES FOR LOSS OF PROFITS,

LOSS OF BUSINESS, LOSS OF USE OR DATA, INADVERTENT DISCLOSURE OF DATA, OR

INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL

DAMAGES OF ANY KIND OR OTHER ECONOMIC LOSS ARISING FROM OR RELATING TO THIS

AGREEMENT OR ANY ORDER OR STATEMENT OF WORK, EVEN IF CBEYONDATA HAS BEEN

ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, HOWEVER CAUSED AND (B) CBEYONDATA’S

ENTIRE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR ANY ORDER OR

STATEMENT OF WORK, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT, INDEMNITY,

OR OTHERWISE) SHALL NOT EXCEED THE AGGREGATE FEES PAID BY CUSTOMER TO CBEYONDATA

DURING THE TWELVE (12) MONTH TERM DURING WHICH SUCH CLAIM ARISES

10. General Provisions

10.1 Force Majeure. Excusable delays shall be governed by FAR 52.212-4(f).

10.2 Notices. Any notice, request, demand, or other communication required or permitted hereunder will be in writing, will reference this Agreement and will be deemed to be properly given: (a) when delivered personally;

(b) seven (7) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or

(c) two (2) business days after deposit with a private industry express courier, with written confirmation of receipt.

All notices will be sent to the address set forth on the Order(s) and to the notice of the person executing this Agreement

(or to such other address as may be designated by a Party by giving written notice to the other Party pursuant to this

Section).

10.3 Assignment. This Agreement, including the Order(s) and any Statement(s) of Work, may not be assigned, in whole or part, whether voluntarily, in connection with a merger or acquisition, by operation of law or otherwise, by the parties without the prior written consent of the other party. The Anti-Assignment Act, 41 USC 6305, prohibits the assignment of Government contracts without the Government's prior approval. Procedures for securing such approval are set forth in FAR 42.1204. Subject to the preceding sentence, the rights and liabilities of the parties hereto will bind, and inure to the benefit of, their respective assignees and successors, and is binding on the parties and their successors and assigns.