MAS - Vricon Inc. - GS35F105GA

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Attached to: Federal Supply Schedule GS35F105GA Federal contract IDV
Contract number: GS35F105GA
Issued by: GSA Federal Acquisition Service

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Vricon, Inc. Pricelist and/or Vendor Terms and Conditions for GS35F105GA, a Federal Supply Schedule awarded to Vricon, Inc., under Information Technology Schedule 70 (IT-70)

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GENERAL SERVICES ADMINISTRATION

Federal Supply Service

Authorized Federal Supply Schedule Price List

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

Advantage!®, a menu-driven database system. The INTERNET address GSA

Advantage!® is: GSAAdvantage.gov.

Multiple Award Schedule

FSC Group: Information Technology FSC Class: 7A21 and DG11

Contract number: GS-35F-105GA

Contract period: December 1, 2016 – February 28, 2022

VRICON, INC.

2325 DULLES CORNER BLVD STE

1000 HERNDON, VA 20171-6123

703-345-8206 http://www.maxar.com

Contract administration source:

Ramsey Price

VP, Finance ramsey.price@vricon.com

Business size: Other than Small

For more information on ordering from Federal Supply Schedules go to the GSA

Schedules page at GSA.gov.

This contract is current through Modification #PO-0025 effective 09/16/2021

Prices Shown Herein are Net (discount deducted) http://www.vricon.com/ mailto:ramsey.price@maxar.com

CUSTOMER INFORMATION:

CUSTOMER INFORMATION

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

SIN SIN Title

511210 Software Licenses

541370GEO Earth Observation Solutions

1b. Identification of the lowest priced model number and lowest unit price for that model for each special item number awarded in the contract. This price is the Government price based on a unit of one, exclusive of any quantity/dollar volume, prompt payment, or any other concession affecting price. Those contracts that have unit prices based on the geographic location of the customer, should show the range of the lowest price, and cite the areas to which the prices apply.

Vricon True Ortho Image $16.12 per/km2

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

2. Maximum order:

SIN Maximum Order

511210 $500,000

541370GEO $1,000,000

3. Minimum order: $100

4. Geographic coverage (delivery area). Domestic and Overseas

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

6. Discount from list prices or statement of net price. Government Net Prices (discounts already deducted.)

7. Quantity discounts. Tiered pricing is available.

8. Prompt payment terms. Information for Ordering Offices: Prompt payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions. Net 30 days

9. Foreign items (list items by country of origin). Not Applicable

10a. Time of delivery. 30 days

10b. Expedited Delivery. Items available for expedited delivery are noted in this price list. To Be

Determined at the Task Order level

10c. Overnight and 2-day delivery. Not applicable

10d. Urgent Requirements. Contact Contractor

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

12a. Ordering address(es). 2325 DULLES CORNER BLVD STE 1000, HERNDON, VA 20171-6123

12b. Ordering procedures: For supplies and services, the ordering procedures, information on Blanket

Purchase Agreements (BPA’s) are found in Federal Acquisition Regulation (FAR) 8.405-3.

13. Payment address(es). 2325 DULLES CORNER BLVD STE 1000, HERNDON, VA 20171-6123

14. Warranty provision. Not Applicable

15. Export packing charges, if applicable. Not Applicable

16. Terms and conditions of rental, maintenance, and repair (if applicable). Not Applicable

17. Terms and conditions of installation (if applicable). Not Applicable

18a. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices (if applicable). Not Applicable

18b. Terms and conditions for any other services (if applicable). Not Applicable

19. List of service and distribution points (if applicable). Not Applicable

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

21. Preventive maintenance (if applicable). Not Applicable

22a. Special attributes such as environmental attributes (e.g., recycled content, energy efficiency, and/ or reduced pollutants). Not Applicable

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

Information Technology (EIT) supplies and services and show where full details can be found (e.g.

contractor’s website or other location.) The EIT standards can be found at: www.Section508.gov/.

Not Applicable http://www.section508.gov/

23. Unique Entity Identifier (UEI) number. 079759375

24. Notification regarding registration in System for Award Management (SAM) database. Contractor registered and active in SAM

Tiered Pricing is Available (Based on Volume)*

SIN PRODUCT

NAME

PRODUCT

DESCRIPTION

UOI License GSA

PRICE

511210

541370GEO

Vricon DSM Digital Surface

Elevation Model -

DSM (0.5M

Resolution)

Volume 1,000 -

199,999 km2 Single

Organization

$20.15

511210

541370GEO

Vricon Point

Cloud

3D Point Cloud

(0.5M Resolution)

Volume 1,000 -

199,999 km2 Single

Organization

$28.21

511210

541370GEO

Vricon 3D

Surface Model

3D Surface Model

(0.5M Resolution)

Volume 1,000 -

199,999 km2 Single

Organization

$32.24

511210

541370GEO

Vricon DTM Digital Terrain

Elevation Model -

DTM (0.5M

Resolution)

Volume 1,000 -

199,999 km2 Single

Organization

$31.74

511210

541370GEO

Vricon Elevation

Package

DSM + DTM (0.5

Resolution)

Volume 1,000 -

199,999 km2 Single

Organization

$38.54

511210

541370GEO

Vricon 3D

Package

3D+DSM+True

Ortho (0.5M

Resolution)

Volume 1,000 -

199,999 km2 Single

Organization

$38.54

511210

541370GEO

Vricon USG

Package

3D+DSM+Point

Cloud+True Ortho

(0.5M Resolution)

Volume 1,000 -

199,999 km2 Single

Organization

$38.54

511210

541370GEO

Vricon DSM Digital Surface

Elevation Model -

DSM (0.5M

Resolution)

Volume 1,000 -

199,999 km2 License Sharing $24.69

511210

541370GEO

Vricon TrueOrtho

Image

Orthorectified

Image Map - True

Ortho (0.5M

Resolution) km2 License Sharing $19.75

Volume 1,000 -

199,999

511210

541370GEO

Vricon Point

Cloud

3D Point Cloud

(0.5M Resolution)

Volume 1,000 -

199,999 km2 License Sharing $34.56

511210

541370GEO

Vricon 3D

Surface Model

3D Surface Model

(0.5M Resolution)

Volume 1,000 -

199,999 km2 License Sharing $39.50

511210

541370GEO

Vricon DTM Digital Terrain

Elevation Model -

DTM (0.5M

Resolution)

Volume 1,000 -

199,999 km2 License Sharing $34.56

511210

541370GEO

Vricon

Elevation

Package

DSM + DTM (0.5

M Resolution)

Volume 1,000 -

199,999 km2 License Sharing $44.43

511210

541370GEO

Vricon 3D

Package

3D+DSM+True

Ortho (0.5M

Resolution)

Volume 1,000 -

199,999 km2 License Sharing $44.43

511210

541370GEO

Vricon USG

Package

3D+DSM+Point

Cloud+True Ortho

(0.5M Resolution)

Volume 1,000 -

199,999 km2 License Sharing $44.43

Address Telephone Email Website

8280 Greensboro Drive, Suite 210 +1 703-283-4588 info@vricon.com vricon.com McLean, VA 22102

USA

Grant of License Unless otherwise specifically acknowledged in a Confirmation, subject to Licensee’s compliance with the terms and conditions of this Agreement, and in consideration of and subject to full and timely payment by Licensee to Vricon or an Authorized Distributor of the License Fee and any other agreed fees and amounts in accordance with the Confirmation(s) or otherwise, Vricon grants to Licensee a non-exclusive, non-transferable, non-assignable, limited license to allow an unlimited number of its Authorized Users to use each Product only for Licensee’s Internal Operations.

Intentionally Left Blank

Restrictions

Licensee acknowledges and agrees that each Product is the property of Vricon and contains valuable assets and proprietary information of Vricon and its Affiliates. Accordingly, except as expressly permitted in Clause 1 above, Licensee will not, and will not permit any Authorized User to:

a) Distribute, sublicense, rent, sell, lease or loan any Product to any Third Party;

b) Distribute, display, or in any way make any Product available to the general public;

c) Use any Product for the business needs of any Third Party, including without limitation, providing any services to any Third Parties;

d) Remove, bypass or circumvent any electronic or other form of protection measure included on, in, or with any Product;

e) Delete, alter, cover, obscure, distort, or remove any copyright or trademark notice, copyright or trademark management information, or proprietary legend contained in or on any Product; or

Vricon, Inc.

Document Number: OPV-2016.11.28.01 Release Date: 2016-11-28

This end user license agreement (together with all applicable Confirmations, as defined below, this “Agreement”) is made between Vricon, Inc. or the Affiliate or Authorized Distributor that provides the applicable Confirmation (“Vricon”) and you, an Ordering Activity, which is an entity entitled to order under GSA Schedule contracts as defined in GSA Order ADM 4800.2H, as may be revised from time to time (“Licensee”). Capitalized terms used in this Agreement and not defined above have the meanings assigned in Clause 12.

Licensee has ordered or otherwise expressed an interest in obtaining a license in respect of one or more of Vricon’s Products. Vricon is willing to provide Licensee with a license to those Products described in one or more Confirmations or otherwise provided to Licensee in connection with this Agreement. This Agreement is a contract with Licensee and becomes effective when signed by the appropriate Contracting Officer. If this is an ID/IQ contract or Schedule Contract, Ordering Activities placing orders against the ID/IQ or Schedule Contract are subject to this Agreement as a term of the contract. This Agreement shall bind Licensee, subject to federal law. If you are entering into this Agreement on behalf of a company, other legal entity or government agency, you represent that you have the authority to bind that entity to the terms and conditions of this Agreement.

VRICON USG SINGLE ORGANIZATION END USER LICENSE

AGREEMENT

Vricon, Inc.

+1 703-283-4588 info@vricon.com vricon.com 8280 Greensboro Drive, Suite 210 McLean, VA 22102

USA

f) Otherwise use, modify (except modification of Licensed Data strictly for Licensee’s Internal Operations), access or reverse-engineer any Product for any purpose not expressly permitted under this Agreement, including specifically, but without limitation, for the Consumer Market.

Licensee acknowledges that all right, title and interest in and to each Product, including all corrections, enhancements, or other modifications, and all Intellectual Property Rights thereto and therein, are the sole and exclusive property of Vricon or its Affiliates or suppliers, as applicable. All rights not expressly granted to Licensee in this Agreement are reserved by Vricon. Licensee will ensure that all copyright or trademark notices, copyright or trademark management information, and/or proprietary legend contained in or on the Product are reproduced on all copies of each Product.

License Fee

The License Fee for each Product is set forth in the applicable Confirmation. The permitted number of the Authorized Users is unlimited unless otherwise set forth in the Confirmation.

License Duration

The term of the license granted to Licensee for each Product will begin upon delivery of the Product to Licensee or Authorized Distributor, whichever occurs first, and will continue perpetually unless otherwise set forth in the Confirmation or unless terminated as set forth in Clause 10 below.

Audit

Vricon has the right to perform an audit to the extent necessary for Vricon to determine Licensee’s compliance with this Agreement and the licenses granted hereunder. Licensee undertakes to cooperate and provide assistance and access to the information needed to complete the audit, including granting Vricon’s designated auditors access to the business location(s), books and records, employees and/or Contractors pertaining to or involved with Licensee’s use of each Product.

Such audits will: (a) be conducted only after a minimum of thirty (30) days prior written notice by Vricon to Licensee; (b) be conducted no more than once per calendar year; (c) be limited to a three (3) year audit period unless non-compliant findings are noted, in which case the audit period shall be expanded as appropriate in Vricon’s reasonable opinion; (d) be conducted during reasonable business hours; (e) be subject to reasonable confidentiality requirements, (f) be consistent with all security measures of the Licensee; and (g) be at Vricon’s expense.

If an audit results in a finding of non-compliance, Vricon may invoice additional license fees based on the standard Vricon fees in effect at the time of the original license grant.

Indemnification

Intentionally left blank.

Vricon shall indemnify and hold harmless Licensee from and against any and all claims, damages and losses incurred as a result of any claim brought against the Licensee based on the allegation that the use, of the Licensee constitutes an infringement of any Intellectual Property Rights; provided that Licensee promptly notifies Vricon in writing of any such claim and does not oppose Vricon’s attempt to intervene at Vricon’s own expense and with its own counsel.

+1 703-283-4588 info@vricon.com vricon.com 8280 Greensboro Drive, Suite 210 McLean, VA 22102

USA

the function and performance of the Products, or (iii) where the foregoing options are not reasonably available take back the infringing Products and refund the relevant License Fee payments hereunder.

Limited Warranty and Disclaimer

Vricon warrants to Licensee only that each Product, as delivered by Vricon, will comply in all material respects with this Agreement and the applicable Specification. Vricon’s sole obligation and Licensee’s exclusive remedy for a breach of this warranty is for Vricon, at its option and expense, to: (i) repair, modify, or replace the non-conforming Product; or (ii) refund all fees paid by Licensee for the non-conforming Product. Any claim under this limited warranty must be made within thirty (30) days after delivery of the non-compliant Product to Licensee. This limited warranty is void if any non-conformity has resulted from any accident, abuse, misuse, misapplication or modification of or to the Product by any party other than Vricon, or from any breach by Licensee of this Agreement.

EXCEPT AS EXPRESSLY WARRANTED IN CLAUSE 8.1, EACH PRODUCT IS PROVIDED “AS IS”,

WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY,

INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF

INFORMATION, CONTENT OR RESULTS, OR CONDITIONS ARISING UNDER ANY OTHER

LEGAL REQUIREMENT. VRICON DOES NOT WARRANT THAT ITS PRODUCT WILL BE

ACCURATE, CURRENT OR COMPLETE, THAT EACH PRODUCT WILL MEET LICENSEE’S

NEEDS

OR EXPECTATIONS, OR THAT THE OPERATION OF EACH PRODUCT WILL BE ERROR FREE

UNINTERRUPTED. FURTHER, SPATIAL, SPECTRAL AND TEMPORAL ACCURACY IS NOT

GUARANTEED OR WARRANTED. THIS AGREEMENT DOES NOT LIMIT OR DISCLAIM ANY OF

THE WARRANTIES SPECIFIED IN THE GSA SCHEDULE 70 CONTRACT UNDER FAR 52.212-

4(O). IN THE EVENT OF A BREACH OF WARRANTY, THE U.S. GOVERNMENT RESERVES ALL

RIGHTS AND REMEDIES UNDER THE CONTRACT, THE FEDERAL ACQUISITION

REGULATIONS, AND THE CONTRACT DISPUTES ACT, 41 U.S.C. 7101-7109.

Limitation of Liability

IN NO EVENT WILL VRICON OR ANY AFFILIATE BE LIABLE FOR ANY SPECIAL, INDIRECT,

INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING,

WITHOUT LIMITATION, LOSS OR DAMAGE TO DATA, INACCURACY OF DATA, LOSS OF

ANTICIPATED REVENUE OR PROFITS, DEATH OF OR INJURY TO ANY PERSON

WHOMESOEVER, WORK STOPPAGE OR IMPAIRMENT OF OTHER ASSETS OR LOSS OF GOOD

WILL, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN

ADVISED OF THE POSSIBILITY OF THE DAMAGES AND NOTWITHSTANDING ANY FAILURE

OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY

HEREUNDER.

IN NO EVENT WILL THE TOTAL LIABILITY OF VRICON AND ITS AFFILIATES ARISING OUT

OF OR IN CONNECTION WITH VRICON’S PRODUCTS EXCEED THE FEES PAID BY LICENSEE

FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY

TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION,

BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNIFICATION, NEGLIGENCE,

STRICT LIABILITY, MISREPRESENTATION AND ANY OTHER TORTS AND STATUTORY

CLAIMS. THIS

AGREEMENT SHALL NOT IMPAIR THE U.S. GOVERNMENT’S RIGHT TO RECOVER FOR

FRAUD

OR CRIMES ARISING OUT OF OR RELATED TO THIS CONTRACT UNDER ANY FEDERAL

FRAUD STATUTE, INCLUDING THE FALSE CLAIMS ACT, 31 U.S.C. 3729-3733.

FURTHERMORE,

THIS CLAUSE SHALL NOT IMPAIR NOR PREJUDICE THE U.S. GOVERNMENT’S RIGHT TO

+1 703-283-4588 info@vricon.com vricon.com 8280 Greensboro Drive, Suite 210 McLean, VA 22102

USA

EXPRESS REMEDIES PROVIDED IN THE GSA SCHEDULE

CONTRACT (E.G., CLAUSE 552.238-75 – PRICE REDUCTIONS, CLAUSE 52.212-4(H) – PATENT

INDEMNIFICATION, AND GSAR 552.21572 – PRICE ADJUSTMENT – FAILURE TO PROVIDE

ACCURATE INFORMATION).

Termination

Termination may be made in accordance with the GSA Schedule contract. Upon termination or expiration of the license, Licensee will (i) stop all use of each Product; (ii) permanently delete all Products from all devices and systems and destroy any copies on disk; and (iii) within ten (10) days following termination or Vricon, Inc.

expiration, certify to Vricon in writing that all copies of all Products have been deleted or destroyed.

The expiration or termination of this Agreement does not relieve either party of any obligations that have accrued on or before the effective date of the termination or expiration.

General Terms

GOVERNMENT AUTHORIZATION. Licensee is responsible for compliance with all applicable foreign and national export control restrictions such as laws, regulations, authorizations, exemptions and/or end user undertakings applicable to export controlled products and associated technical data and technical assistance. Licensee shall furthermore not grant unauthorized digital access to export controlled products, technical data and technical assistance. Unauthorized access includes making available decryption keys or passwords that enable access to export controlled products or technical data. Licensee shall not export, verbally or physically, export controlled products, technical data and technical assistance in violation of any applicable laws, regulations, authorizations or end user undertakings.

This Agreement, together with the underlying GSA Schedule Contract, the Schedule Price List and any applicable GSA Customer Purchase Orders, constitutes the entire understanding and agreement of the parties. This Agreement, however shall not take precedence over the terms of the underlying GSA Schedule Contract or any specific, negotiated terms on Licensee’s Purchase Order.

ASSIGNMENT. Licensee may not transfer or assign any of its rights or delegate any of its obligations under this Agreement, in whole or in part and including any transfers by operation of law, without the prior written consent of Vricon. Any attempted assignment or transfer in violation of this Clause 11.3 will be null and void. This Agreement will be binding on and inure to the benefit of the parties and their respective permitted successors and assigns.

AMENDMENT. This Agreement may be amended or supplemented only by a writing that refers to this Agreement and that is signed by both parties.

WAIVER. The failure or delay by a party to require performance of any provision of this Agreement does not constitute a waiver. All waivers must be in writing and signed by the party granting the waiver. The waiver by a party of any of its rights or remedies in a particular instance will not be construed as a waiver of the same or a different right or remedy in a subsequent instance.

SEVERABILITY. If any provision of this Agreement is invalid, illegal or unenforceable, that provision will be deemed to be restated so that it is enforceable to the maximum extent permissible under law and is consistent with the original intent and economic terms of the invalid provision.

COMPLIANCE WITH LAWS. Licensee is responsible for its own compliance with laws, regulations and other legal requirements applicable to the conduct of its business and this Agreement, and agrees to comply with all these laws, regulations and other legal requirements including, without limitation, the 1997 OECD Convention on Combating Bribery of Foreign Government Officials, the 2003 United Nations Convention Against Corruption and the Foreign Corrupt Practices Act of the United States of America.

McLean, VA 22102

USA

NOTICES. All notices of termination or breach must be in writing, in English. The email address for notices sent to Vricon is info@vricon.com. Notice is treated as given upon receipt, as verified by written or automated receipt or electronic log, as applicable.

GOVERNING LAW AND DISPUTE RESOLUTION. All matters arising out of or relating to this Agreement will be governed by and construed under the laws of the United States without reference to conflicts of law principles. Jurisdiction of and venue for any disputes will be determined by the applicable federal statute. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

Definitions

“Affiliate” means any legal entity controlling, controlled by or under common control with Vricon, Inc., 8280 Greensboro Drive, Suite 210 +1 703-283-4588 info@vricon.com vricon.com McLean, VA 22102

USA

where “control” means (a) the ownership of more than fifty percent (50%) of the equity or beneficial interest of the entity; (b) the right to vote for or appoint a majority of the board of directors or other governing body of the entity; or (c) the power to direct or cause the direction of the management and policies of such entity by any means.

“Agreement” means this end user license agreement, incorporating each related Confirmation.

“Authorized Distributor” means a distributor authorized by Vricon to resell and distribute licenses to use Vricon’s Products.

“Authorized User” means an employee or Consultant that is authorized by Licensee to use the Product(s).

“Confirmation” means Vricon’s or any Authorized Distributor’s written confirmation to Licensee of ordered Product(s).

“Consultant” means an individual contracted by Licensee, either directly or through a consulting company or other entity, to provide services on behalf of or for the benefit of Licensee.

“Consumer Market” means all individuals and all households that purchase goods and services for personal use and includes all products and services designed for the general consumer.

“Contractor” means an entity acting on behalf of, and under direct contract with, Licensee.

“Defense and Intelligence Purposes” means use by a governmental agency or other Licensee for military, defense and/or intelligence purposes.

“Documentation” shall mean the written, digital or otherwise submitted technical and/or user documentation in relation to a Product that may be provided to Licensee by Vricon or an Authorized Distributor.

“Intellectual Property Rights” means all past, present, and future trade secret rights, patent rights, copyrights, moral rights, contract rights, trademark rights, service marks, and other proprietary rights in any jurisdiction, including those rights in inventions, software, domain names, know-how, technology, methods, processes, information and technology.

“Internal Operations” means utilization of Products solely for the internal operations of Licensee; provided that no such utilization is permitted in respect of the Consumer Market.

“License Fee” means the aggregate amount to be paid by Licensee to Vricon or an Authorized Distributor for the right to use the Product(s).

“Licensed Data” means the data product originating from and provided by Vricon, as well as data generated in connection with usage of software, hardware or a combination of software and hardware originating from Vricon and delivered by Vricon or an Authorized Distributor to Licensee pursuant to this Agreement, including, without limitation, 3D models, imagery, elevation, vector, attribute, or other data, or related documentation, information, or content. Licensed Data includes any future version and/or specific adaptation of the original Licensed Data if originating from Vricon and if and when purchased separately by Licensee.

“Licensed Program” means each computer software product identified by title version number in a Confirmation in object code format and delivered by Vricon or an Authorized Distributor to Licensee pursuant to this Agreement. Licensed Program includes any future version and specific adaptation of the original Licensed Program if and when purchased separately by Licensee.

“Product” means Licensed Data and/or a Licensed Program.

“Specification” means, unless a particular specification has otherwise been agreed upon in writing between Vricon or an Authorized Distributor and Licensee and specifically referred to as the Specification, the technical and functional description(s) of each Product as described or referred to in Documentation and/or a Confirmation.

“Term” means that period of time that Licensee is entitled to use each Product under this Agreement.

8280 Greensboro Drive, Suite 210 +1 703-283-4588 info@vricon.com vricon.com McLean, VA 22102

USA

“Third Party” means any individual or legal entity other than Vricon, Vricon’s Affiliates, and Licensee.

VRICON USG END USER LICENSE AGREEMENT

Document Number: OPV-2016.10.17.01 Release Date: 2016-10-17

Grant of License

Unless otherwise specifically acknowledged in a Confirmation, subject to Licensee’s compliance with the terms and conditions of this Agreement, and in consideration of and subject to full and timely payment by Licensee to Vricon or an Authorized Distributor of the License Fee and any other agreed fees and amounts in accordance with the Confirmation(s) or otherwise, Vricon grants to Licensee a non-exclusive, non-transferable, non-assignable, limited license to allow an unlimited number of its Authorized Users to use each Product only for Licensee’s Internal Operations.

Sublicense Rights Licensee may sublicense to Group Members the same rights granted to Licensee in Clause 1 above.

Accordingly, each Group Member and its Authorized Users may exercise the rights granted in Clause 1 for its own Internal Operations. Licensee will ensure that each Group Member complies with the terms of this License and is responsible and liable for all acts and omissions of Group Members relating to the Products or any violation of the terms of this License; a breach of the terms of this License by a Group Member or any of its Authorized Users is deemed to be a breach by Licensee.

Restrictions

Licensee acknowledges and agrees that each Product is the property of Vricon and contains valuable assets and proprietary information of Vricon and its Affiliates. Accordingly, except as expressly permitted in Clause 1 and 2 above, Licensee will not, and will not permit any Group Member or Authorized User to:

a) Distribute, sublicense, rent, sell, lease or loan any Product to any Third Party;

b) Distribute, display, or in any way make any Product available to the general public;

c) Use any Product for the business needs of any Third Party, including without limitation, providing any services to any Third Parties;

8280 Greensboro Drive, Suite 210 +1 703-283-4588 info@vricon.com vricon.com McLean, VA 22102

USA

d) Remove, bypass or circumvent any electronic or other form of protection measure included on, in, or with any Product;

e) Delete, alter, cover, obscure, distort, or remove any copyright or trademark notice, copyright or trademark management information, or proprietary legend contained in or on any Product; or

License Fee

The License Fee for each Product is set forth in the applicable Confirmation. The permitted number of the Authorized Users is unlimited unless otherwise set forth in the Confirmation.

License Duration

Audit

(g) be at Vricon’s expense.

If an audit results in a finding of non-compliance, Vricon may invoice additional license fees based on the standard Vricon fees in effect at the time of the original license grant.

Indemnification

Intentionally left blank.

8280 Greensboro Drive, Suite 210 +1 703-283-4588 info@vricon.com vricon.com McLean, VA 22102

USA

In the event that the Products are held to constitute an infringement or their further use is enjoined, Vricon shall promptly, at its own expense and option, either: (i) procure for Licensee the right to continue the use of such Products; or (ii) replace or modify the same with non-infringing products without detracting from the function and performance of the Products, or (iii) where the foregoing options are not reasonably available take back the infringing Products and refund the relevant License Fee payments hereunder.