MAS - Circadence Corporation - GS35F0873R

GENERAL SERVICES ADMINISTRATION

Federal Supply Service

Authorized Federal Supply Schedule Price List

Multiple Award Schedule

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

Federal Supply Group: Information Technology

FSC/PSC Code: 7A21

Contract Number: GS-35F-0873R

Contract Period: Sept. 19, 2020 to Sept. 18, 2025

Contractor Name: Circadence Corporation

Business Size: Small Business

1035 Pearl St., Suite 234 Boulder, CO 80302 http://www.Circadence.com 303-413-8800

Contract Number: GS-35F-0873R

Period Covered by Contract: Sept. 19, 2020 to Sept. 18, 2025

General Services Administration Federal Acquisition Service

Pricelist current through Modification #PA-0046; Effective Date: May 23, 2023

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 INTERNET address GSA Advantage!® is: https://www.GSAAdvantage.gov.

https://www.gsaadvantage.gov/

Customer Information

1a. Awarded Special Item Numbers (SINs):

SIN 511210 Software Licenses

SIN OLM Order-Level Materials

1b. Lowest Priced Model Number and Price for Each SIN:

SIN Model Price

SIN 511210 Project Ares Enterprise Monthly License $523.93 per monthly license

(per user)

2. Maximum Order: SIN 511210: $500,000; SIN OLM: $250,000.

There is no limit on the size of any task order issued under a GSA Multiple Award Schedule contract. If the best value selection places your order over the amounts shown above for a task order, Circadence can decline the order.

3. Minimum Order: $100

4. Geographic Coverage: Domestic.

5. Points of Production: Same as company address.

6. Discount from List Prices or Statement of Net Price: Government net prices (discounts already deducted). See

Appendix A, “Pricing,” below.

7. Quantity/Volume Discounts: None.

8. Prompt Payment Terms: 1%/10 days- Net 30 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 Circadence.

10c. Overnight and 2-day Delivery: Contact Circadence.

10d. Urgent Requirements: Contact Circadence.

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

12a. Ordering Address:

Circadence Corporation

1035 Pearl St., Suite 234

Boulder, CO 80302

E-mail: polivo@circadence.com

Tel.: (303) 413-8800

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

13. Payment Address: Same as company address.

14. Warranty Provision: Contractor’s standard commercial warranty.

15. Export Packing Charges (if applicable): N/A

16. Terms and Conditions of Rental, Maintenance, and Repair (if applicable): N/A

17. Terms and Conditions of Installation (if applicable): N/A

19. List of Service and Distribution Points (if applicable): N/A mailto:polivo@circadence.com

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

18b. Terms and Conditions for Any Other Services (if applicable): N/A

19. List of service and distribution points (if applicable): N/A

20. List of Participating Dealers (if applicable): N/A

21. Preventive Maintenance (if applicable): N/A

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

22b. If applicable, indicate that Section 508 compliance information is available on Electronic and Information

Technology (EIT) supplies and services and show where full details can be found (e.g. contactor’s website or other location.) The EIT standards can be found at: www.Section508.gov/. Section 508 compliance information on the supplies and services in this contract are available at the following website address (URL):

www.circadence.com/508

23. Unique Entity Identifier (UEI): XS2DJL7Q6HV8

24. Notification Regarding Registration in System for Award Management: Registered.

http://www.section508.gov/ http://www.circadence.com/508

Terms and Conditions Applicable to Specific Special Item Numbers (SINs)

The Multiple Award Schedule (MAS) solicitation package (Refresh 5) includes specific instructions associated with the SINs in our contract:

SIN 511210, Software Licenses

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. Contact Circadence.

b.) Contractors are encouraged to offer SIN 54151 Software Maintenance Services in conjunction with

SIN 511210 - Software Licenses.

c.) 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. Note: Circadence does not offer conversion credits as a standard commercial practice.

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.

d). Term License Cessation i.) After a software product has been on a continuous term license for a period of N/A

(Circadence does not offer such conversions) 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 2016)).

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.

e.) 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 N/A 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 2016).

f.) 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 OLM, Order-Level Materials

Order-Level Materials (OLMs) are supplies and/or services acquired in direct support of an individual task or delivery order placed against a Federal Supply Schedule (FSS) contract or FSS blanket purchase agreement

(BPA). OLMs are not defined, priced, or awarded at the FSS contract level. They are unknown before a task or delivery order is placed against the FSS contract or FSS BPA. OLMs are only authorized for inclusion at the order level under a Time-and-Materials (T&M) or Labor-Hour (LH) Contract Line Item Number (CLIN) and are subject to a Not to Exceed (NTE) ceiling price. OLMs include direct materials, subcontracts for supplies and incidental services for which there is not a labor category specified in the FSS contract, other direct costs, and indirect costs. OLMs are purchased under the authority of the FSS Program and are not "open market items."

Items awarded under ancillary supplies/services or other direct cost (ODC) SINs are not OLMs. These items are defined, priced, and awarded at the FSS contract level, whereas OLMs are unknown before an order is placed.

Ancillary supplies/services and ODC SINs are for use under all order type CLINs (Fixed-Price (FP), T&M, and

LH), whereas the Order-Level Materials SIN is only authorized for use under T&M and LH order CLINs.

The Order-Level Materials SIN is only authorized for use in direct support of another awarded SIN. Price analysis for OLMs is not conducted when awarding the FSS contract or FSS BPA; therefore, GSAR 538.270 and 538.271 do not apply to OLMs. OLMs are defined and priced at the ordering activity level in accordance with GSAR clause 552.238-82 Special Ordering Procedures for the Acquisition of Order-Level Materials. Prices for items provided under the Order-Level Materials SIN must be inclusive of the Industrial Funding Fee (IFF).

The cumulative value of OLMs in an individual task or delivery order cannot exceed 33.33% of the total value of the order.

Appendix A

Pricing

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Special Item Number

(SIN)

Circadence Item No. Item Name Description

GSA Price (Inclusive of GSA

Discount and

0.75% IFF)

511210 PA-ENT-MTH Project Ares Enterprise Monthly License

Project Ares is an on-demand cyber learning platform that provides immersive labs for realistic, hands-on cybersecurity training. Learning in Project Ares saves trainers time and money by delivering a hands-on, always-available learning experience to cyber professionals and security teams. Activities in the platform start with foundational concepts that culminate in offensive and defensive scenarios that require skill integration and strategic thinking.

Scenarios are based on real-world threats and are embedded within high fidelity virtual ranges with emulated network activity. For more information, visit www.circadence.com.

$523.93 per monthly license

(per user) http://www.circadence.com/

Appendix B

End-User License Agreement (EULA)

Approved by GSA

4838-4183-2275, v. 7

PROJECT ARES END USER TERMS & LICENSE AGREEMENT

THIS PROJECT ARES END USER TERMS & LICENSE AGREEMENT (THE

“AGREEMENT”) GOVERNS CIRCADENCE’S SALE AND SUPPORT OF THE

LICENSED APPLICATION ACCOMPANYING THIS AGREEMENT (THE “LICENSED

APPLICATION”).

1. DEFINITIONS

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

“Services” means the online, Web-based applications and platform provided by Circadence known as Project Ares.

“Third-Party Applications” means online, Web-based applications and offline software products that are provided by third parties, interoperate with the Services, and are identified as third-party applications.

2. LICENSE AGREEMENT

GRANT OF LICENSE

a. Subject to the terms and conditions of this Agreement, Customer is hereby granted a non-transferable, non-sublicensable, limited, non-exclusive license to install and use a single copy of the Licensed Application in executable format, without modification, on a single computer or device.

b. Subject to the terms and conditions of this Agreement, Customer is hereby granted a non-sublicensable, limited, non-exclusive license to use any user guide, technical specifications, help information and other documentation and material, whether in printed and/or electronic format(s), made available in connection with the license of the Licensed

Application (the “Documentation”) internally, and solely in connection with the permitted use of the Licensed Application; and

c. The Licensed Application and Documentation is licensed, not sold. The Licensed Application is licensed as a single product and may not be separated or used in its component parts beyond the authorized number of copies.

RESTRICTIONS ON LICENSE GRANTS

a. Except for the limited rights and licenses expressly granted hereunder, no other license is granted and no other use of the Licensed Application or Documentation is permitted.

Circadence and its suppliers and licensors retain all right, title and interest in and to the

Licensed Application and Documentation (including all patent rights, copyright rights, B-1 trade secret rights and all other intellectual property and proprietary rights embodied therein) and all copies thereof, and any rights not expressly granted to Customer herein are reserved by Circadence and its suppliers and licensors.

b. Except as provided hereunder, Customer may not copy, distribute (including over a network), rent, lease or share, loan, encumber, modify or create derivative works, adapt, translate, perform, display, sublicense or transfer the Licensed Application or

Documentation.

c. Customer may not alter, merge, modify, adapt, translate or localize the Licensed

Application, or reverse engineer, disassemble, decompile or otherwise reduce to non-binary form the Licensed Application, except to the extent that this restriction is expressly prohibited by applicable law.

d. Customer may not (and shall not permit any third party to) modify, obscure or remove any trademark, patent notice or other proprietary or legal notice, legend, symbol, label or marking contained in or on the Licensed Application or Documentation.

OWNERSHIP. Customer agrees that the Licensed Application and Documentation and all copies thereof belong to Circadence, and that Customer neither owns nor hereby acquires any claim or right of ownership to the Licensed Application and Documentation or to any related patents, copyrights, trademarks or other intellectual property. Circadence retains all right, title and interest in and to the Documentation and all copies and the Licensed Application at all times, regardless of the form or media in or on which the original or other copies may subsequently exist.

This license is not a sale of the original or any subsequent copy. All content accessed through the Licensed Application is the property of the applicable content owner and may be protected by applicable copyright law. This license gives Customer no rights to such content.

LICENSE CONTROL. Customer acknowledges and consents that the Licensed Application may contain license management or other measures that detect or prevent unauthorized use of, or restrict or disable unlicensed copies of, the Licensed Application.

3. USE OF THE SERVICES

CUSTOMER’S RESPONSIBILITIES. THE END USER TERMS REFERENCED HEREIN

APPLY TO ANY AND ALL USER ACCOUNTS, WHETHER SAID ACCOUNT IS NEWLY

CREATED, WILL BE CREATED IN THE FUTURE, OR HAS ALREADY BEEN

CREATED. THEREFORE, PLEASE READ THE END USER TERMS FULLY, CAREFULLY

AND COMPLETELY.

ACCESS AND COMPLIANCE. Customer is: (a) responsible for all obligations under this

Agreement arising in connection with its use of the Services; (b) responsible to use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify Circadence promptly within five (5) business days of any such unauthorized access or use; (c) solely responsible for the accuracy, quality, integrity and legality of Customer’s data and the means by which Customer acquired its data and (d) responsible for accessing and using the Services in accordance with this Agreement, User Materials and applicable laws. Customer shall not: (a) make the Services available to any third party, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.

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USER ACCOUNT. In order to access some of the Services, Customer will be required to create a

User ID and password (“Credentials”) that can be obtained by completing Circadence’s online registration form, which requests certain information and data (“Registration Data”), and maintaining and updating Customer’s Registration Data as required. Some features and functions of Circadence’s Services are designed to operate solely in the training platform for which it was created and are not intended to be applied and used outside the Project Ares environment.

ACCOUNT SECURITY. CUSTOMER IS ENTIRELY RESPONSIBLE FOR MAINTAINING

THE CONFIDENTIALITY OF ITS CREDENTIALS AND FOR ANY AND ALL ACTIVITIES

THAT OCCUR IN ASSOCIATION WITH ITS ACCOUNT, WHETHER OR NOT

AUTHORIZED BY IT. Customer agrees to notify Circadence immediately of any unauthorized use of its Credentials or Affiliate account or any other breach of Circadence’s or an Affiliate’s security and to provide properly documented evidence. Customer agrees that Circadence will not be liable for any loss it may incur as a result of someone else using Customer’s Credentials either with or without Customer’s knowledge.

PLEASE READ THIS NOTICE BEFORE USING PROJECT ARES:

In line with the mission and vision of Project Ares, Circadence has created a realistic threat simulation within each mission-specific virtual environment. Occasionally, certain anti-virus scans may detect and mistake Circadence’s emulated malware for authentic threats, resulting in false-positive alerts. As an added security feature, the mission environments are contained within isolated networks and do not allow outgoing traffic. Notwithstanding the detection, no real threat is on Customer’s system, and the emulated “malware” is contained within the mission-specific virtual environment.

4. PROPRIETARY RIGHTS

RESERVATION OF RIGHTS. Subject to the limited rights expressly granted hereunder, Circadence reserve all rights, title and interest, including copyrights, in and to the Services. The

Service, Content and Data is protected by both United States law, as well as the laws of various international jurisdictions, including, but not limited to copyright laws, Trademark law, patent law, trade secret law and various governmental treaties. Customer is only permitted to use the materials available through the Service as expressly authorized by Circadence. Customer may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from the Service in any form or by any means without prior written permission from

Circadence, and Customer is solely responsible for obtaining permission before reusing any copyrighted material that is available through the Service. Circadence does not warrant or represent that Customer’s use of materials displayed on, or obtained through, the Service will not infringe the rights of third parties.

RESTRICTIONS. Customer shall not (i) create derivate works based on the Services, (ii) copy, frame or mirror any part or content of the Services, other than copying or framing on Customer’s own intranets or otherwise for Customer’s own purposes, (iii) reverse engineer the Services, or

(iv) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.

CUSTOMER’S GRANT OF RIGHTS. Customer acknowledges that Circadence may solicit the submission of certain Content and Data from users of the Service. To the extent Customer submits any Content or Data, Customer acknowledges and agrees that Customer automatically grants the following:

a. a royalty-free, worldwide, fully paid-up, perpetual, irrevocable, non-exclusive right and license to Circadence to use, reproduce, distribute, remove, and analyze any of

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Customer’s Content and Data as Circadence may deem necessary or desirable for any purpose in connection with the operation of the Service, including but not limited to for purposes of creating, providing, managing, debugging, testing and/or providing support for the Service, and

b. a royalty-free, worldwide, fully paid-up, perpetual, irrevocable, non-exclusive right and license to Circadence to copy, modify, and reproduce Customer’s Content and Data for marketing, promotional and/or other purposes in connection with the Service in any media, whether presently known or unknown to the extent permitted by the General Services

Acquisition Regulation (GSAR) 552.203-71, and

FEEDBACK. Circadence shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, improvements, modifications, feedback, error identifications or other information related to the Service or any other products or services, including but not limited to data and information concerning user’s tactics, techniques and procedures. Circadence 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

USER CONTENT. Customer represents, warrants and covenants that its access and use of

Services, shall be in compliance with applicable laws and the terms of service. Circadence may collect, maintain and use at its sole discretion any and all system commands, log commands, audit records, and communications made in chat rooms. CIRCADENCE HAS NO

RESPONSIBILITY TO CUSTOMER IN CONNECTION WITH RESPECT TO USER

CONTENT BY CUSTOMER MADE ON CIRCADENCE SYSTEMS.

FEDERAL GOVERNMENT END USE PROVISIONS. Circadence provides the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR

12.212 (Software) and, for Department of Defense transactions, and DFAR 252.227-7015

(Technical Data – Commercial Items). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Circadence to determine if there are acceptable terms for granting such rights, and a mutually acceptable written addendum specifically granting such rights must be included in any applicable contract or agreement.

INTERNATIONAL USE. Although the Service may be accessible worldwide, Circadence makes no representation that materials on the Service are appropriate or available for use in all locations outside the United States. Accessing the materials from territories where their contents are illegal is prohibited. Those who choose to access the Service from other locations do so on their own initiative and are responsible for compliance with local laws, to the extent local laws are applicable.

Any offer for any product, Service, and/or information made in connection with the Service is void where prohibited. Customer agrees not to use or otherwise export or re-export the Service except as authorized by United States law and the laws of the jurisdiction in which the Service was obtained. Without limiting the foregoing, the Service may not be exported or re-exported (a) into

(or to a national or resident of) any U.S. embargoed countries, which include Iran, North Korea, Sudan, and Syria, or (b) to anyone on the U.S. Treasury Department’s Specially Designated

Nationals and Blocked Person List or the U.S. Department of Commerce’s Denied Persons List or Entity List.

5. WARRANTIES AND DISCLAIMER

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WARRANTIES. Customer represents and warrants that (i) Customer has the legal power to enter into this Agreement, (ii) Customer will not transmit to Circadence any Malicious Code and (iii) Customer will not use the Service for any illegal purpose or in violation of any applicable law.

DISCLAIMER. Circadence warrants that the Licensed Application will, for a period of sixty(60) days from the date of your receipt, perform substantially in accordance with Licensed Application written materials accompanying it. EXCEPT AS EXPRESSLY SET FORTH IN THE FOREGOING, EXCEPT

AS EXPRESSLY PROVIDED HEREIN, CIRCADENCE MAKES NO REPRESENTATIONS

OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR

OTHERWISE, AND CIRCADENCE SPECIFICALLY DISCLAIMS ALL IMPLIED

WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS

FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT

PERMITTED BY APPLICABLE LAW. CUSTOMER ASSUMES TOTAL RESPONSIBILITY

FOR THE SELECTION OF THE SERVICES TO ACHIEVE ITS INTENDED RESULTS AND

FOR ITS USE OF THE RESULTS OBTAINED FROM THE SERVICES. CIRCADENCE

DOES NOT WARRANT THAT THE SERVICES MEET CUSTOMER’S REQUIREMENTS

OR WILL BE UNINTERRUPTED OR ERROR FREE. CIRCADENCE MAY MAKE

CHANGES TO THE SERVICES AT ANY TIME WITHOUT NOTICE. AT SOME POINT IN

THE FUTURE THE SERVICE MAY GO OUT OF DATE, AND CIRCADENCE MAKES NO

COMMITMENT TO UPDATE SUCH SERVICES.

6. LIMITATION OF LIABILITY

IN NO EVENT WILL CIRCADENCE (INCLUDING ITS SUBSIDIARIES, ITS PARENT AND

SUBSIDIARIES OF ITS PARENT, LICENSORS, AND THE EMPLOYEES, OFFICERS,

DIRECTORS AND AGENTS THEREOF) BE LIABLE FOR ANY CONSEQUENTIAL,

INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES UNDER

THIS AGREEMENT OR IN CONNECTION WITH ANY SERVICES PROVIDED BY

CIRCADENCE HEREUNDER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR

LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS

INFORMATION, OR OTHER PECUNIARY LOSS ARISING OUT OF THE USE OR

INABILITY TO USE THE SERVICES OR DATA, EVEN IF CIRCADENCE HAS BEEN

ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF AVAILABLE

REMEDIES ARE FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. THE

TOTAL LIABILITY, IF ANY, OF CIRCADENCE (INCLUDING ITS SUBSIDIARIES, ITS

PARENT AND SUBSIDIARIES OF ITS PARENT AND LICENSORS, AND THE

EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS THEREOF) IN THE AGGREGATE

OVER THE TERM OF THIS AGREEMENT FOR ALL CLAIMS, CAUSES OF ACTION OR

LIABILITY WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE ARISING

UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT AND/OR THE SERVICES

PROVIDED HEREUNDER (COLLECTIVELY, “CLAIMS”), SHALL BE LIMITED TO THE

CONTRACT PRICE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW

THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR

INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE LIABILITY OF

CIRCADENCE SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

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.

7. TERM AND TERMINATION

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TERM OF AGREEMENT. This Agreement commences on the date of its execution by both parties and it continues until the applicable user subscriptions granted in accordance with this Agreement have expired or been terminated.

EFFECT OF TERMINATION. Circadence may destroy any of Customer’s Data still residing on Circadence's systems after the termination of this Agreement.

SURVIVING PROVISIONS. Provisions that survive termination or expiration include: Proprietary Rights; Disclaimer; Limitation of Liability; and General Provisions.

8. GENERAL PROVISIONS

NOTICE. All notices required or permitted under this Agreement will be in writing and sent by certified mail, return receipt requested, or by reputable oversight courier, or by hand delivery. The parties agree that all correspondence relating to this Agreement shall be written in the English language. Notices to Customer shall be addressed to the relevant billing contact designated by Customer and additionally sent to any email address on file. Any notice sent in the manner sent forth above shall be deemed sufficiently given for all purposes hereunder (i) in the case of certified mail, on the second business day after deposited in the U.S. mail and (ii) in the case of overnight courier or hand delivery, upon delivery. Either party may change its notice address by giving written notice to the other party by the means specified in this Section.

CONTACT. Customer may contact Circadence at the following

Boulder, Colorado 80302 Email: info@circadence.com

Customer may also telephone us at: (303) 413-8800

EXPORT COMPLIANCE. Each party shall comply with the export laws and regulations of the United

States and other applicable jurisdictions in providing and using the Services.

RELATIONSHIP OF THE PARTIES. The parties are independent from one another. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

NO THIRD-PARTY BENEFICIARIES. There are no third-party beneficiaries to this Agreement.

WAIVER AND CUMULATIVE REMEDIES. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

CONSTRUCTION OF AGREEMENT; HEADINGS. No provision of this Agreement shall be construed against or interpreted to the disadvantage of any party hereto by any court or arbitrator by reason of such party having or being deemed to have structured or drafted such provision. The headings in this Agreement are for reference purposes only and shall not be deemed to have any substantive effect.

B-6 address: Circadence Corporation

1035 Pearl St., Suite 234 mailto:info@circadence.com

SEVERABILITY. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

FORCE MAJEURE. Excusable delays shall be governed by FAR 52.212-4(f)..

ENTIRE AGREEMENT. The Purchase Order to which this Agreement is attached, including all exhibits and addenda hereto, together with the underlying GSA Schedule Contract, Schedule Pricelist, constitutes the entire agreement between the parties related to the subject matter herein.

Schedule 70 Terms. Nothing contained herein shall be construed in derogation of the U.S. Department of

Justice’s right to defend any claim or suit brought against the U.S. pursuant to its jurisdictional statute 28 U.S.C. § 516.

Circadence recognizes that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C. 552, which requires that certain information be released, despite being characterized as “confidential” by the vendor. Notwithstanding the terms of the Federal, State, and Local Taxes Clause, the contract price excludes all State and Local taxes levied on or measured by the contract or sales price of the services or completed supplies furnished under this contract. The vendor shall state separately on its 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) to the contractor or provide evidence necessary to sustain an exemption, in accordance with FAR

52.229-1 and FAR 52.229-3.

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

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.

The Vendor recognizes that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C. 552, which requires that certain information be released, despite being characterized as “confidential” by the vendor. When the end user is an instrumentality of the U.S. Government, neither this Rider, the

Manufacturer’s Specific Terms nor the Schedule Price List shall be deemed “confidential information” notwithstanding marking to that effect.

Ownership of derivative works should be as set forth in the copyright statute, 17 U.S.C. § 103 and the FAR clause at 52.227-14, but at a minimum, the Ordering Activity shall receive unlimited rights to use such derivative works at no further cost.

This Agreement, together with the underlying GSA Schedule Contract, Schedule Pricelist, and Purchase

Order(s), sets forth the entire agreement and understanding of the Parties relating to the object hereof and merges all prior discussions and agreements of the matter hereof between them.

A negotiated purchase order would take precedence as the negotiated purchase order would demonstrate any changes to these terms to meet the ordering activity’s minimum needs.

B-7

A-8

SCHEDULE A

THIRD-PARTY SUPPLIER NOTICE PROVISIONS

(full notice provisions may be found by clicking the links)

Project Ares has incorporated elements of various open source software, the code of which has not been modified. Pursuant to the license terms of such open source software, Circadence is required to include a link to the license terms of each program or code.

The links set forth below are from the following third-party suppliers and contain the notice provisions as required by each supplier:

1. activemq, Apache License 2.0, http://activemq.apache.org/

2. alabaster, BSD, https://github.com/bitprophet/alabaster

3. Alembic, MIT, http://alembic.zzzcomputing.com/en/latest/

4. amqp, LGPL, http://github.com/celery/py-amqp

5. anyjson, BSD, http://bitbucket.org/runeh/anyjson/

6. appdirs, https://github.com/ActiveState/appdirs

7. argh, GNU General Public License (GPL) Version 3, http://github.com/neithere/argh/

8. asgi_redis, https://github.com/django/asgi_redis/

9. asgiref, BSD, https://github.com/django/asgiref/

10. asn1crypto, MIT, https://github.com/wbond/asn1crypto

11. astroid, LGPL, http://bitbucket.org/logilab/astroid

12. attrs, https://attrs.readthedocs.io/

13. autobahn, MIT License, https://github.com/crossbario/autobahn-python/blob/master/LICENSE

14. autopep8, Expat License, https://github.com/hhatto/autopep8

15. Babel, BSD, http://babel.pocoo.org/

16. backports-abc, Python, https://github.com/cython/backports_abc

17. backports.ssl-match-hostname, UNKNOWN, http://bitbucket.org/brandon/backports.ssl_match_hostname

18. billiard, BSD, http://github.com/celery/billiard

19. celery, BSD, http://celeryproject.org

20. Cerberus, ISC, https://github.com/pyeve/cerberus

21. certifi, ISC, http://certifi.io/

B-8 http://activemq.apache.org/ https://github.com/bitprophet/alabaster http://alembic.zzzcomputing.com/en/latest/ http://github.com/celery/py-amqp http://bitbucket.org/runeh/anyjson/ http://github.com/neithere/argh/ https://github.com/django/asgiref/ https://github.com/wbond/asn1crypto http://bitbucket.org/logilab/astroid https://attrs.readthedocs.io/ https://github.com/hhatto/autopep8 http://babel.pocoo.org/ https://github.com/cython/backports_abc http://bitbucket.org/brandon/backports.ssl_match_hostname http://github.com/celery/billiard http://celeryproject.org/ https://github.com/pyeve/cerberus http://certifi.io/

A-9

22. cffi, MIT, https://github.com/crossbario/autobahn-python/blob/master/LICENSE

23. channels, BSD, https://github.com/django/channels

24. configobj, UNKNOWN, https://github.com/DiffSK/configobj

25. constantly, MIT, https://github.com/twisted/constantly

26. cryptography, BSD or Apache License Version 2.0., https://github.com/pyca/cryptography

27. daphne, BSD, https://github.com/django/daphne

28. diff-match-patch, Apache, http://code.google.com/p/google-diff-match-patch/

29. Django, BSD, http://www.djangoproject.com/

30. django-admin-tools, MIT License, https://github.com/django-admin-tools/django-admin-tools

31. django-celery, BSD, http://celeryproject.org

32. django-choices, MIT, https://github.com/bigjason/django-choices

33. django-cors-headers, MIT License, https://github.com/ottoyiu/django-cors-headers

34. django-import-export, BSD License, https://github.com/bmihelac/django-import-export

35. django-jsonfield, MIT, https://github.com/dmkoch/django-jsonfield

36. django-mail-templated, MIT, https://github.com/artemrizhov/django-mail-templated

37. django-object-actions, Apache License Version 2.0, https://github.com/crccheck/django-object-actions

38. django-polymorphic, BSD, https://github.com/chrisglass/django_polymorphic

39. django-rest-knox, MIT, https://github.com/James1345/django-rest-knox

40. django-rest-swagger, FreeBSD License, http://github.com/marcgibbons/django-rest-swagger

41. django-silk, MIT, https://github.com/jazzband/silk

42. django-solo, Creative Commons Attribution 3.0 Unported, http://github.com/lazybird/django-solo/

43. django-summernote, UNKNOWN, http://github.com/summernote/django-summernote

44. django-supervisor, MIT, http://github.com/rfk/django-supervisor

B-9 https://github.com/DiffSK/configobj https://github.com/pyca/cryptography https://github.com/django/daphne http://code.google.com/p/google-diff-match-patch/ http://www.djangoproject.com/ https://github.com/django-admin-tools/django-admin-tools https://github.com/django-admin-tools/django-admin-tools http://celeryproject.org/ https://github.com/bigjason/django-choices https://github.com/ottoyiu/django-cors-headers https://github.com/bmihelac/django-import-export https://github.com/bmihelac/django-import-export https://github.com/dmkoch/django-jsonfield https://github.com/artemrizhov/django-mail-templated https://github.com/artemrizhov/django-mail-templated https://github.com/crccheck/django-object-actions https://github.com/chrisglass/django_polymorphic https://github.com/James1345/django-rest-knox http://github.com/marcgibbons/django-rest-swagger http://github.com/marcgibbons/django-rest-swagger https://github.com/jazzband/silk http://github.com/lazybird/django-solo/ http://github.com/summernote/django-summernote http://github.com/summernote/django-summernote http://github.com/rfk/django-supervisor

A-10

45. djangorestframework, BSD, http://www.django-rest-framework.org

46. djangorestframework-yaml, https://github.com/jpadilla/django-rest-framework-yaml

47. docopt, MIT, http://docopt.org

48. docutils, public domain Python 2-Clause BSD GPL 3 (see COPYING.txt), http://docutils.sourceforge.net/Copying Docutils

49. drf-extensions, BSD, http://github.com/chibisov/drf-extensions

50. ecdsa, MIT, http://github.com/warner/python-ecdsa

51. enum34, BSD License, https://bitbucket.org/stoneleaf/enum34

52. enum34, BSD License, https://pypi.python.org/pypi/enum34

53. Fabric, UNKNOWN, http://fabfile.org

54. flower, BSD, https://github.com/mher/flower

55. Fuse, GPL v2, https://github.com/libfuse/sshfs

56. future, MIT, http://python-future.org

57. futures, BSD, https://github.com/agronholm/pythonfutures

58. gevent, MIT, https://pypi.python.org/pypi/gevent#downloads

59. greenlet, MIT License, https://github.com/python-greenlet/greenlet

60. halite, Apache V2.0, https://github.com/saltstack/halite

61. idna, BSD-like, https://github.com/kjd/idna

62. Incremental, MIT, https://github.com/hawkowl/incremental

63. ipaddress, Python Software Foundation License, https://github.com/phihag/ipaddress

64. Jinja2, BSD, http://jinja.pocoo.org/

65. kombu, BSD, http://kombu.readthedocs.org

66. leaderboard, LICENSE.txt, https://github.com/agoragames/leaderboard-python

67. logilab-common, LGPL, http://www.logilab.org/project/logilab-common

68. M2Crypto, BSD-style license, https://gitlab.com/m2crypto/m2crypto

69. MariaDB, GPL v2, https://mariadb.com

70. MarkupSafe, BSD, http://github.com/mitsuhiko/markupsafe

71. meld3, BSD-derived (http://www.repoze.org/LICENSE.txt), B-10 http://www.django-rest-framework.org/ https://github.com/jpadilla/django-rest-framework-yaml https://github.com/jpadilla/django-rest-framework-yaml http://docopt.org/ http://docutils.sourceforge.net/ http://github.com/chibisov/drf-extensions http://github.com/warner/python-ecdsa https://bitbucket.org/stoneleaf/enum34 https://pypi.python.org/pypi/enum34 http://fabfile.org/ https://github.com/mher/flower https://github.com/libfuse/sshfs http://python-future.org/ https://github.com/agronholm/pythonfutures https://github.com/python-greenlet/greenlet https://github.com/saltstack/halite https://github.com/kjd/idna https://github.com/hawkowl/incremental https://github.com/phihag/ipaddress http://jinja.pocoo.org/ http://kombu.readthedocs.org/ https://github.com/agoragames/leaderboard-python http://www.logilab.org/project/logilab-common https://gitlab.com/m2crypto/m2crypto https://mariadb.com/ http://github.com/mitsuhiko/markupsafe http://www.repoze.org/LICENSE.txt

A-11 https://github.com/supervisor/meld3

72. msgpack-python, Apache, http://msgpack.org/

73. MySQL-python, GPL, https://github.com/farcepest/MySQLdb1

74. netaddr, BSD License, https://github.com/drkjam/netaddr/

75. oauthlib, BSD, https://github.com/idan/oauthlib

76. OpenSSH, Simplified BSD, ISC, public domain, https://www.openssh.com

77. OpenSSL, Apache Style License , https://www.openssl.org

78. Packaging, BSD or Apache License, Version 2.0, https://github.com/pypa/packaging

79. paramiko, LGPL, https://github.com/paramiko/paramiko/

80. pathtools, MIT License, http://github.com/gorakhargosh/pathtools

81. pep8, Expat license, http://pep8.readthedocs.org/

82. psutil, BSD, https://github.com/giampaolo/psutil

83. POI, APACHE LICENSE VERSION 2.0, https://poi.apache.org/

84. pyasn1, BSD, http://sourceforge.net/projects/pyasn1/

85. pyasn1-modules, BSD, http://sourceforge.net/projects/pyasn1/

86. pycparser, BSD, https://github.com/eliben/pycparser

87. pycodestyle, MIT, https://github.com/PyCQA/pycodestyle

88. pycrypto, UNKNOWN, http://www.pycrypto.org/

89. pycryptodomex, BSD 2-Clause and Public Domain, http://www.pycryptodome.org

90. Pygments, BSD License, http://pygments.org/

91. pyjwkest, Apache 2.0, https://github.com/rohe/pyjwkest

92. PyJWT, MIT, http://github.com/jpadilla/pyjwt

93. pylokit, MPL 2.0, https://github.com/xrmx/pylokit

94. pymongo, Apache License Version 2.0, https://pyopenssl.readthedocs.io/

95. pyOpenSSL, Apache License Version 2.0, https://pyopenssl.readthedocs.io/

96. pyparsing, MIT License, http://pyparsing.wikispaces.com/

97. pysolr, BSD, https://github.com/django-haystack/pysolr

98. python-dateutil, BSD, https://github.com/dateutil/dateutil/

B-11 https://github.com/supervisor/meld3 http://msgpack.org/ https://github.com/farcepest/MySQLdb1 https://github.com/drkjam/netaddr/ https://www.openssh.com/ https://www.openssl.org/ https://github.com/paramiko/paramiko/ http://github.com/gorakhargosh/pathtools http://pep8.readthedocs.org/ https://github.com/giampaolo/psutil https://poi.apache.org/ http://sourceforge.net/projects/pyasn1/ http://sourceforge.net/projects/pyasn1/ https://github.com/eliben/pycparser https://github.com/PyCQA/pycodestyle http://www.pycrypto.org/ http://www.pycryptodome.org/ http://pygments.org/ https://github.com/rohe/pyjwkest http://github.com/jpadilla/pyjwt https://pyopenssl.readthedocs.io/ https://pyopenssl.readthedocs.io/ http://pyparsing.wikispaces.com/ https://github.com/django-haystack/pysolr https://github.com/dateutil/dateutil/

A-12

99. python-openid: Apache License 2.0 (http://github.com/openid/python-openid)

100. python-social-auth, BSD, https://github.com/omab/python-social-auth

101. pytz, MIT, http://pythonhosted.org/pytz

102. pyvmomi, License :: OSI Approved :: Apache Software License, https://github.com/vmware/pyvmomi

103. PyYAML, MIT, http://pyyaml.org/wiki/PyYAML

104. pyzmq, LGPL+BSD, https://pyzmq.readthedocs.org

105. redis, MIT, http://github.com/andymccurdy/redis-py

106. requests, Apache 2.0, http://python-requests.org

107. requests-oauthlib, ISC,…