MAS - Spatial Integrated Systems Inc. - GS35F160CA

SPATIAL INTEGRATED SYSTEMS, INC.

General Services Administration

Federal Acquisition Service

Authorized Federal Supply Schedule FSS 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 (MAS)

Federal Supply Group: Information Technology

Spatial Integrated Systems, Inc. dba S I S 43150 Broadlands Center PLZ, STE 124 4439

Broadlands, VA 20148

Phone (703) 278-2303

Fax: (866) 432-2066

Internet Address: www.sisinc.org

Contract Number: GS-35F-160CA

Period Covered by Contract: February 1, 2025, through January 31, 2030

Pricelist current as of Modification PS-0034 Effective April 7, 2025

Business Size: Small Business

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

Prices Shown Herein are Net (discount deducted) http://www.sisinc.org/

Spatial Integrated Systems, Inc.

GSA Contract # GS35F160CA

CUSTOMER INFORMATION

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

SIN Recovery Cooperative SIN Title

511210 511210RC 511210STLOC Software License

54151S 54151SRC 54151SSTLOC Information Technology Professional Services

OLM OLMRC OLMSTLOC Order-Level Materials

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.: See page 7.

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. See page 4.

2. Maximum order: $500,000

3. Minimum order: $100

4. Geographic coverage (delivery area): The geographic scope of this contract is the 48 contiguous states, Alaska, Hawaii, Puerto Rico, Washington DC, and U.S. Territories

5. Point(s) of production (city, county, and State or foreign country): United States

6. Discount from list prices or statement of net price: Prices listed are net, discounts have been deducted and the industrial funding fee has been added

7. Quantity discounts: SIN 511210 – 1% on orders in excess of $300,000

8. Prompt payment terms: None, Net 30 Days Prompt payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions.

9. Foreign items: None

10a. Time of delivery: 511210: 30 days ARO, 54151S: Contact Contractor

10b. Expedited Delivery: Contact Contractor

10c. Overnight and 2-day delivery. The Contractor will indicate whether overnight and 2-day delivery are available. Also, the Contractor will indicate that the schedule customer may contact the Contractor for rates for overnight and 2-day delivery: Contact Contractor

10d. Urgent Requirements. The Contractor will note in its price list the “Urgent Requirements” clause of its contract and advise agencies that they can also contact the Contractor’s representative to effect a faster delivery: Contact Contractor

11. F.O.B. point: FOB Destination

12a. Ordering address:

43150 Broadlands Center PLZ, STE 124 4439

Broadlands, VA 20148

Phone: (703) 278-2303

Fax: (866) 432-2066

E-mail: gsa_adm@sisinc.org

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

13. Payment address:

P.O. Box 42199

Cincinnati, OH 45242

Attn: Accounts Receivable

14. Warranty provision: Standard Commercial Warranty

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): Contact Contractor

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: Not Applicable

23. Unique Entity Identifier (UEI) Number:

24. Notification regarding registration in the System for Award Management (SAM) database: Registered mailto:gsa_adm@sisinc.org

Labor Category Descriptions

Project Controller

Functional Responsibilities: Plans, directs, coordinates, and controls technical and administrative activities for large, complex programs. Supervises program managers in the execution of their assigned duties. Reviews and maintains the quality of technical work done on the program. Make technical judgments and provide advice on the resolution of technical problems.

Minimum Education: Master’s Degree

Minimum/General Experience: 15 years of relevant experience

Program Manager

Functional Responsibilities: Plans, directs, coordinates, and controls technical and administrative activities for an entire program. Reviews and maintains the quality of technical work done on the program. Make technical judgments and provide advice on the resolution of technical problems.

Minimum Education: Bachelor’s Degree

Minimum/General Experience: 10 years of relevant experience

Application Programmer I

Functional Responsibilities: Analyzes functional business applications and design specifications for functional activities. Develops block diagrams and logic flow charts. Translates detailed design into computer software. Tests, debugs and defines the computer software to produce the required product. Prepares required documentation, including both program‐level and user‐level documentation. Enhances software to reduce operating time or improve efficiency.

Minimum/General Experience: 4 years of relevant experience

Application Programmer II

Functional Responsibilities: Analyzes functional business applications and design specifications for functional activities. Develops block diagrams and logic flow charts. Translates detailed design into computer software. Tests, debugs and defines the computer software to produce the required product. Prepares required documentation, including both program‐level and user‐level documentation. Enhances software to reduce operating time or improve efficiency. Where necessary, supervise the efforts of other application programmers and technical staff.

Minimum/General Experience: 10 years of relevant experience

Senior Application Engineer

Functional Responsibilities: Provides unique industry-recognized expertise. Works at the highest technical level in all phases of design and creation. Responsible for the overall infrastructure for a wide range of applications, such as the e‐commerce and reverse engineering disciplines.

Minimum Education: Master’s Degree

Minimum/General Experience: 15 years of relevant experience

Application Engineer I

Functional Responsibilities: Responsible for leading and assisting the various groups in the development of system specifications. Supports e‐commerce, reverse engineering, and post-processing efforts in developing the design, and documentation for the task at hand.

Minimum/General Experience: 4 years of relevant experience

Computer IT Programmer II

Functional Responsibilities: Analyzes functional business program applications and design specifications for project activities. Develop block diagrams and flow charts. Translates detailed design into computer software. Tests, debugs and defines the computer software to produce the required product. Prepares required documentation, including both program‐level and user‐level documentation. Enhances software to reduce operating time or improve efficiency.

Minimum/General Experience: 5 years of relevant experience

Computer Scientist II

Functional Responsibilities: Collects information about organizational mission and user needs and uses this information to develop information system requirements. Uses analytical and computational techniques to solve problems and make decisions in the design of information systems. Supports enterprise‐wide strategic systems planning efforts. Provides technical guidance in the application of software engineering techniques and automated support tools.

Draftsman (CAD)

Functional Responsibilities: Responsible for Computer Aided Design applications. Assists in reviewing, revising, and editing technical CAD data. Assists in user training.

Minimum Education: Associate’s Degree

Minimum/General Experience: 3 years of relevant experience

Mid-Level CAD Modeler

Functional Responsibilities: Responsible for Computer Aided Design applications. Assists in reviewing, revising, and editing technical CAD data. Assists in user training and overseeing other draftsmen and modelers.

Minimum/General Experience: 7 years of relevant experience

Hardware Engineer II

Functional Responsibilities: Applies mechanical engineering methods and tools to the solution of specific technical problems. Works alone or with other engineers and technical staff in the accomplishment of assigned tasks.

IT Support Specialist

Functional Responsibilities: Responsible for providing general support in the areas of IT, data, spreadsheets, and other off‐the‐shelf software tools. Data entry, review documents, and support templates.

Minimum Education: High School Diploma

Minimum/General Experience: 2 years of relevant experience

Data Analyst

Functional Responsibilities: Develops, designs, and maintains simple reports, spreadsheets, and databases. Assists staff on data input and other computer applications. Reviews/updates technical documentation.

Minimum Education: Associate’s Degree

Minimum/General Experience: 2 years of relevant experience

Technical Analyst

Functional Responsibilities: Provides Visualization and PDM support to end users. Tasks include developing best practices, mentoring users and help desk support. Work on team configuring applications such maintenance and modernization implementations. Tasks include developing the best practices, creating processes and implementing solutions.

Minimum/General Experience: 1 year of relevant experience

Tech Specialist II

Functional Responsibilities: Provides CAx, Visualization and PDM/PLM support for users and management. Tasks include developing the best practices, creating processes and implementing solutions. Work on a team configuring applications for PDM/PLM implementations. Tasks are typically on an organization level and may include mid‐level programming, configuration and validation. Installs and configure software applications.

Minimum/General Experience: 3 years of relevant experience

GSA Rates

SIN Labor Category GSA Price

54151S Project Controller $199.13

54151S Program Manager $155.01

54151S Application Programmer I $112.02

54151S Application Programmer II $124.69

54151S Senior Application Engineer $233.30

54151S Application Engineer I $136.16

54151S Computer IT Programmer II $118.97

54151S Computer Scientist II $157.79

54151S Draftsman (CAD) $68.51

54151S Mid-Level CAD Modeler $85.57

54151S Hardware Engineer II $104.54

54151S IT Support Specialist $79.90

54151S Data Analyst $89.87

54151S Technical Analyst $162.22

54151S Tech Specialist II $201.73

UNIVERSAL CUSTOMER AGREEMENT

Siemens Digital Industries Software

AGREEMENT NO.

This Universal Customer Agreement (“UCA”) and the applicable Supplemental Terms (together, this “Agreement”) are entered into between Siemens Industry Software Inc. (“Siemens” or “SISW”) and the GSA Customer that purchased a Software license or services pursuant to the GSA Schedule Contract. This Agreement may be accepted by manual or electronic signature.

Siemens Industry Software, Inc. (Siemens or SISW) On -Line Universal Customer Agreement IMPORTANT: When installing Software that requires the end user to click an “agree” button to access the software, unless the end user is a warranted contracting officer, such agreement does not indicate acceptance of any license terms by the GSA Customer. Instead, by signing this Agreement, the GSA Customer indicates that it read and understood this Agreement and that the GSA Customer accepts these terms and conditions. If the GSA Customer does not agree with them, the GSA Customer should promptly return the Software along with proof of purchase to SISW or the Authorized Dealer from whom the GSA Customer obtained it for a full refund.

1. ORDER OF PRECEDENCE AND DEFINITIONS

1.1 Order of Precedence. In the event of a conflict between this UCA and any Supplemental Terms, the Supplemental Terms prevail. In the event of a conflict between this Agreement and an Order, the Order prevails with respect to any Offering ordered thereunder.

1.2 Definitions

“AUP” means Siemens’ Acceptable Use Policy attached hereto as Exhibit 1.

“Authorized Dealer” means a third party reseller or distributor which has been authorized by SISW to resell the Software and related services to the GSA.

“Cloud Services” means online services and associated cloud-based APIs (application programming interfaces) made available by Siemens under this Agreement, including but not limited to software-as-a-service, platform-as-a-service, cloud hosting services, and online training services, offered alone or in combination with Software. Cloud Services exclude Software, GSA Customer Content, and Third Party Content.

“Content” means data, text, audio, video, images, models, or software.

“Documentation” means the instructions for use, learning materials, technical and functional documentation, and API information made available by Siemens with the applicable Offering, in print, online, or embedded as part of a help function, which may be updated by Siemens from time to time.

“Entitlements” means, with respect to any Offering, the license and use types, limits, volume, or other measurement or conditions of permitted use for such Offering as set forth in the applicable Order or Supplemental Terms, including but not limited to any limits or restrictions on the number and categories of Users authorized to use such Offering, permitted geographic areas, available storage space, computing power, or other attributes and metrics.

“GSA Customer” means the legal entity including, but not limited to, an U.S. Government agency or instrumentality thereof that is purchasing Software licenses or other Offering pursuant to the GSA Schedule Contract and any other applicable Order.

“GSA Customer Content” means Content entered by GSA Customer or any User into Cloud Services and any output generated by GSA Customer or any User through use of such Cloud Services based on such Content, excluding any Third Party Content or other Content owned or controlled by Siemens or its affiliates or their respective licensors and made available by Siemens or its affiliates through or within Cloud Services.

“GSA Schedule Contract” means the agreement between the GSA and the Authorized Dealer under which Offerings are made available for licensing and purchase at the prices listed therein.

“Hardware” means hardware equipment, devices, accessories, and parts delivered by Siemens under this Agreement, including firmware incorporated therein.

“Offering” means an individual offering, made available by Siemens and identified in an Order, which consists of Cloud Services, Software, Hardware, or Professional Services, or a combination of any of the foregoing, and any associated maintenance and support services and Documentation.

“Order” means an order form (Order Form), statement of work (SOW), Licensed Software Designation Agreement (LSDA), or similar ordering document that (i) incorporates the terms of this Agreement and sets forth the Offering(s) ordered by GSA Customer and any associated fees, (ii) has been agreed by GSA Customer by manual or electronic signatures or through an electronic system specified by Siemens, and (iii) is accepted by Siemens.

“Professional Services” means training, consulting, engineering, or other professional services provided by or on behalf of Siemens under this Agreement pursuant to an Order, excluding Cloud Services.

“Siemens IP” means all patents, copyrights, trade secrets, and other intellectual property rights in, related to, or used in the provision or delivery of, any Offering or technical solution underlying any Offering, and any improvement, modification, or derivative work of any of the foregoing.

“Software” means software licensed by Siemens under this Agreement and made available for download or otherwise delivered to GSA Customer for installation, including updates, modifications, design data, and all copies thereof, associated software-based APIs, scripts, toolkits, libraries, reference or sample code, and similar materials including Documentation.

“Subscription Term” means the time period specified in the Order for which a term-based Offering is made available to GSA Customer. Any renewal constitutes a new Subscription Term.

“Supplemental Terms” means additional terms and conditions that apply to a particular Offering as attached hereto or set forth or referenced in an Order.

“Third Party Content” means Content, applications, and services owned or controlled by a third party and made available to GSA Customer through or in connection with Cloud Services.

“User” means a person or entity that accesses an Offering under this Agreement, whether such access is given by GSA Customer, by Siemens at GSA Customer’s request, or by a third party authorized by GSA Customer.

2. ORDERS

2.1 Ordering. The parties may enter into one or more Orders under this Agreement. Each Order is binding on the parties and is governed by the terms of this UCA and all applicable Supplemental Terms.

2.2 Delivery. Unless otherwise set forth in the Order (i) delivery of Cloud Services occurs when Siemens makes Cloud Services available to GSA Customer for access and use, (ii) delivery of Software occurs when Siemens makes Software available to GSA Customer via electronic download from a website specified by Siemens or ships the tangible media containing the Software, and (iii) for an Offering that is comprised of a combination of Cloud Services and Software, delivery occurs when the Software and Cloud Services are made available by Siemens. Software on media will be delivered subject to EXW (Incoterms 2020) for deliveries that occur entirely within the United States, Russia, or China. All other Software will be delivered subject to DAP (Incoterms 2020).

2.3 Payment. GSA Customer will pay the fees set forth in the applicable Order within 30 days after the invoice date unless otherwise agreed by the parties or as stipulated by the Prompt Payment Act 31 U.S.C . §3901. Siemens will invoice GSA Customer for Professional Services on a monthly basis as charges are incurred. Unless specified otherwise in the applicable Order, Siemens will invoice GSA Customer for fees related to any other Offerings as charges are incurred unless otherwise agreed by the parties. If GSA Customer’s usage of any Offering exceeds the applicable Entitlements for such Offering, GSA Customer will pay fees for excess use at the then-current GSA Schedule Contract price for such Offering within 30 days after the invoice date. Except as expressly set forth in this Agreement, all payment obligations are non-cancelable, and all fees are non-refundable. If GSA Customer has procured an Offering through a Siemens-authorized solution partner, different terms regarding invoicing and payment may apply as specified between GSA Customer and the solution partner. Siemens may share information with the solution partner related to GSA Customer’s use and consumption of the Offerings for account management and billing purposes.

2.4 Taxes. For direct sales, all amounts to be paid to Siemens are exclusive of any taxes and any other charges. GSA Customer agrees to pay or reimburse Siemens or its authorized solution partner for the payment of any applicable taxes or duties including, but not limited to, sales taxes, value added taxes, goods and services taxes, consumption taxes, or any other charge that is imposed by any government authority on GSA Customer’s use or receipt of, or license to, any Offering. If GSA Customer is exempt from value-added or sales tax, then it must provide a valid, timely, and executed exemption certificate, direct pay permit, or other such government-approved documentation to Siemens or its authorized solution partner. If GSA Customer is required by law to make any income tax deduction or to withhold income tax, after the application of reductions available under international treaties, from any sum payable directly to Siemens under this Agreement, GSA Customer will promptly effect payment thereof to the applicable tax authorities, and will also promptly provide Siemens with official tax receipts or other evidence issued by the applicable tax authorities to support a claim for tax credit relief. Siemens shall state separately on invoices, taxes excluded from the fees, and the GSA Customer agrees to either pay the amount of the taxes (based on the current value of the equipment or services) to Siemens or provide evidence necessary to sustain an exemption, in accordance with FAR 52.229-1 and 52.229-3.

3. USE OF OFFERINGS

3.1 Use Rights. For Cloud Services contained within an Offering, Siemens grants GSA Customer a nonexclusive, nontransferable, limited right to access and use such Cloud Services for GSA Customer’s internal business purposes during the applicable Subscription Term, solely in accordance with the Entitlements and this Agreement. For Software and Documentation contained within an Offering, Siemens grants GSA Customer a nonexclusive, nontransferable, non-sublicensable, limited license to use Documentation and install and use Software for GSA Customer’s internal business purposes during the applicable Subscription Term or such other time period specified in the Order, solely in accordance with the Entitlements and this Agreement.

3.2 Users. The number and categories of Users authorized to access an Offering are defined in the Entitlements. GSA Customer will ensure that all Users comply with GSA Customer’s obligations under this Agreement. If GSA Customer becomes aware of any violation of its obligations under this Agreement by a User or any unauthorized access of the account of a User, GSA Customer will immediately notify Siemens and terminate the relevant person’s access to Offerings. GSA Customer is responsible for any act or failure to act by any User or any person using or accessing the account of a User in connection with this Agreement.

3.3 General Use Restrictions. Except as authorized in this Agreement, GSA Customer will not, and will not permit any person or entity to, (i) resell, transfer, sublicense, publish, loan, or lease any Offering, or use any Offering for the benefit of any third party without the prior written consent of Siemens, (ii) modify, alter, tamper with, repair, or create derivative works of any Offering, (iii) reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code of any Offering,

(iv) use any Offering in a manner that could subject such Offering to any open source software license that conflicts with this Agreement or that does not otherwise apply to such Offering, (v) use any Offering for the purpose of developing or enhancing any product that is competitive with such Offering, or (vi) remove any proprietary notices or legends contained in or affixed to any Offering. GSA Customer will only use APIs identified as ‘published’ in the Documentation, and only as described therein to support the authorized use of Offerings. GSA Customer may copy Software or Documentation only as required to support use of the Offering as expressly authorized in this Agreement, and will ensure that any such copy includes all proprietary notices contained in the Software or Documentation or affixed thereto as received from Siemens.

The restrictions set out in this Section do not apply to the extent they conflict with mandatory applicable law.

3.4 Security of GSA Customer Systems. GSA Customer is responsible for the security of GSA Customer systems, including Software on GSA Customer’s systems, and will take commercially reasonable steps to exclude malware, viruses, spyware, and Trojans from GSA Customer’s systems.

3.5 Reservation of Rights. All Software, Cloud Services, and non-public Documentation are trade secrets of Siemens and its licensors. Siemens or its licensors retain title to and ownership of Software, Cloud Services, Documentation, and Siemens IP. Siemens reserves all rights in Offerings and Siemens IP not expressly granted in this Agreement.

3.6 No-Charge Offerings; Previews. All (i) Offerings provided at no charge to GSA Customer (“No-Charge Offerings”), and

(ii) features or services offered as part of Cloud Services prior to their general release that are labeled or otherwise communicated to GSA Customer as ‘preview’, ‘pre-release’, ‘early access’, or ‘non-general release’ (“Previews”), are provided “AS IS” without warranty, indemnity, support, or other commitments. Siemens may change, limit, suspend, or terminate any Previews at any time. GSA Customer acknowledges that Previews are not ready for production usage, and that GSA Customer’s use of any Previews is at its sole risk and discretion. GSA Customer will only use No-Charge Offerings identified on an Order as being ‘demo’, ‘test’, ‘evaluation’, ‘beta’, or similar for internal test and evaluation purposes, and not for production or other commercial purposes.

3.7 Information Obligations; Audit. GSA Customer will provide information or other materials that Siemens reasonably requests to verify GSA Customer’s compliance with this Agreement. Siemens may, during regular business hours and upon reasonable advance notice, conduct an audit of GSA Customer’s compliance with this Agreement. GSA Customer will permit Siemens or its authorized agents to access facilities, workstations, and servers and take all commercially reasonable actions to assist Siemens in determining compliance with this Agreement. Siemens and its agents will comply with reasonable security procedures communicated to Siemens while on GSA Customer’s premises.

4. ADDITIONAL TERMS FOR SOFTWARE

The following additional terms apply to any Software contained within an Offering:

4.1 Software is provided in object code form only, unless otherwise specified in this Agreement. To the extent that any Software is provided by Siemens in source code form, GSA Customer may only use that Software to modify or enhance the applicable Offering that such Software is a part of, and, as between the parties, all such modifications or enhancements will be owned by Siemens and subject to the license set forth in Section 3.1. GSA Customer hereby consents to the installation of Software on systems used by GSA Customer, as may be facilitated by Cloud Services.

4.2 Software may contain third-party software, technology, and other materials, including open source software, licensed by third parties (“Third-Party Technology”) under separate terms (“Third-Party Terms”). Third-Party Terms are specified in the Documentation, Supplemental Terms, “read me” files, header files, notice files, or similar files. In the event of a conflict with the terms of this Agreement, the Third-Party Terms control with respect to Third-Party Technology. If Third-Party Terms require Siemens to furnish Third-Party Technology in source code form, Siemens will provide it upon written request and payment of any shipping charges.

5. ADDITIONAL TERMS FOR CLOUD SERVICES

The following additional terms apply to any Cloud Services contained within an Offering:

5.1 Service Level Agreements. During the Subscription Term, Siemens will comply with the applicable service level agreements for Cloud Services as set forth in any applicable Supplemental Terms.

5.2 Changes to Cloud Services. Cloud Services may be modified, discontinued, or substituted by Siemens from time to time.

During a Subscription Term, Siemens will not materially degrade core features or functionalities of Cloud Services or discontinue Cloud Services without making available substitute Cloud Services, except as necessary to address (i) new legal requirements, (ii) changes imposed by Siemens’ vendors or subcontractors (e.g. the termination of Siemens’ relationship with a provider of software or services which are required for the provision of such Cloud Services), or (iii) security risks that cannot be resolved in a commercially reasonable manner. Siemens will notify GSA Customer of any such material degradation or discontinuation of Cloud Services as soon as reasonably practicable, and GSA Customer may terminate the Order for the applicable Offering upon written notice to Siemens, which termination right must be exercised within 30 days after receipt by GSA Customer of the notice of such degradation or discontinuation. In the event of such termination or discontinuation of Cloud Services, Siemens will refund any prepaid fees for the applicable Offering on a pro-rata basis for the remainder of the Subscription Term for that Offering.

5.3 Use of Messaging Services. GSA Customer may use Cloud Services to send emails or other messages to Users and third parties. GSA Customer is solely responsible for any such messages and their content. Messages may be blocked, delayed, or prevented from being delivered by destination servers and other reasons outside of Siemens’ control, and there is no warranty that notifications will reach their intended destination in a given timeframe.

5.4 Out of Scope. Cloud Services specifically exclude Third Party Content, even if such Third Party Content interoperates with Cloud Services, can be accessed on or from Cloud Services, or is offered in an online marketplace provided by Siemens or any of its affiliates or business partners. Any contractual relationship regarding Third Party Content is solely between GSA Customer and the relevant third party vendor and may be governed by separate terms made available by Siemens with or as part of Third Party Content. Siemens will have no responsibility for Third Party Content or GSA Customer’s use of such Third Party Content. Cloud Services also specifically exclude (i) access to the internet or any other network, (ii) suitable connectivity or any other resources necessary for accessing or using Cloud Services, and (iii) the transmission of Content to and from the exit of the wide area network of the data centers used by Siemens to provide Cloud Services.

5.5 Acceptable Use Policy; Indemnity. GSA Customer will comply, and ensure that all Users comply, with the AUP. To the extent allowable under Federal Law, including the Anti-deficiency statute, GSA Customer will be responsible for its affiliates, its subcontractors, and their representatives against any third party claims, damages, fines, and cost (including attorney’s fees and expenses) relating in any way to (i) any violation of the AUP by GSA Customer or any User, (ii) any violation of laws or regulations, or rights of others by GSA Customer’s or any User’s use of any Offering, or (iii) GSA Customer Content.

5.6 Ownership and Use of GSA Customer Content. Siemens will not acquire any title to or ownership of GSA Customer Content by virtue of this Agreement. Siemens and its subcontractors will use GSA Customer Content only for the purpose of providing the Offerings, or as otherwise permitted by this Agreement or agreed by the parties. GSA Customer is responsible for the content, management, transfer, use, accuracy, and quality of GSA Customer Content and the means by which GSA Customer acquires such GSA Customer Content. Siemens recommends GSA Customer confirm the geographic area in which GSA Customer Content will be stored, which may be outside the country in which GSA Customer is located. GSA Customer will ensure that GSA Customer Content can be processed and used as contemplated by this Agreement without violating any rights of others or any laws or regulations.

5.7 Protection of GSA Customer Content. Cloud Services will be provided using processes and safeguards designed to protect the integrity and confidentiality of GSA Customer Content. GSA Customer remains responsible for taking appropriate steps regarding protection, deletion, and retrieval of GSA Customer Content, including by maintaining backup copies. Some Cloud Services may provide features that allow GSA Customer to share GSA Customer Content with third parties or make GSA Customer Content public through use of certain Cloud Services. If GSA Customer elects to use such features, GSA Customer Content may be accessed, used, and shared by third parties to whom GSA Customer provides such access or shares such GSA Customer Content, and GSA Customer’s election to use such features is at its sole discretion and risk.

6. DATA

6.1 Security and Data Privacy. Each party will comply with applicable data privacy laws governing the protection of personal data in relation to their respective obligations under this Agreement. Where Siemens acts as GSA Customer’s processor of personal data provided by GSA Customer, the Data Privacy Terms attached hereto as Exhibit 2, including the technical and organizational measures described therein, apply to the use of the relevant Offering and are incorporated herein by reference.

6.2 Systems Information. Siemens and its affiliates and their subcontractors may collect and derive information, statistics, and metrics regarding usage, operation, support, and maintenance of the Offerings or from GSA Customer Content (collectively, “Systems Information”), and may use Systems Information to support, maintain, monitor, operate, develop, and improve its products and services or enforce its rights, provided that any Systems Information derived from GSA Customer Content is aggregated with other information so that the original GSA Customer Content is not identifiable. Siemens may disclose Systems Information to a Siemens-authorized solution partner solely to the extent reasonably required for such partner to fulfill its support obligations to GSA Customer. To determine unauthorized use of Software licenses, Siemens reserves the right to embed a reporting mechanism in Software.

7. WARRANTIES AND DISCLAIMERS

7.1 Software Warranty. Siemens warrants that Software will perform substantially in accordance with the features and functionalities described in the Documentation for a period of 90 days following the date the Offering is initially made available to GSA Customer. To the extent permissible under applicable law, as Siemens’ entire liability and GSA Customer’s sole and exclusive remedy for a breach of this warranty, Siemens will, at its option (i) correct errors or provide work-arounds,

(ii) replace defective Software, or (iii) require GSA Customer to return the defective Software, terminate the Order for the non-conforming Offering in case the Software has been licensed for a Subscription Term, and refund fees paid for such Offering. The warranty for Software excludes (a) No-Charge Offerings, (b) Software provided upon re-mix, (c) Software that is designated as retired or not generally supported as of the date of the Order, (d) Software made available under the maintenance services terms set forth in any applicable Supplemental Terms, and (e) issues, problems, or defects arising from use of Software not in accordance with the terms of this Agreement.

7.2 Cloud Services Warranty. Siemens warrants that Cloud Services will perform substantially in accordance with the features and functionalities described in the Documentation. To the extent permissible under applicable law, as Siemens’ entire liability and GSA Customer’s sole and exclusive remedy for a breach of this warranty, at its option (i) Siemens will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or

(ii) if such restoration would not be commercially reasonable, Siemens may terminate the Order for the non-conforming Offering and refund any prepaid fees for such Offering on a pro-rata basis for the remainder of the Subscription Term for that Offering. The warranty for Cloud Services excludes (a) No-Charge Offerings and Previews, and (b) issues, problems, or defects arising from GSA Customer Content, Third Party Content, or use of Cloud Services not in accordance with the terms of this Agreement.

7.3 Disclaimers. Siemens makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties including, without limitation, the implied warranties of merchantability and fitness for a particular purpose.

Siemens does not warrant or otherwise guarantee that (i) reported errors will be corrected or support requests will be resolved to meet GSA Customer’s needs, (ii) Offerings or any Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including GSA Customer Content and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Offerings or features or functionality in any communication with GSA Customer constitute technical information, not a warranty or guarantee.

GSA Customer is responsible for assessing the suitability of each Offering for GSA Customer’s intended use, selecting the Offering necessary to achieve GSA Customer’s intended results, and for the use of the Offering. By using the Offering, GSA Customer agrees that the Offering meets GSA Customer’s requirements to enable compliance with applicable laws.

GSA Customer will obtain, at its own expense, any rights, consents, and permits from vendors of software and services used by GSA Customer in connection with any Offering which are required for such use. GSA Customer agrees that Orders are not contingent on any future features or functionality of the Offering.

Siemens does not control GSA Customer’s processes or the creation, validation, sale, or use of GSA Customer’s (or any client of GSA Customer’s) products or services and will not be liable for any claim or demand made against GSA Customer by any third party, except for Siemens’ obligations to indemnify GSA Customer against infringement claims as expressly set forth in this Agreement.

8. LIMITATION OF LIABILITY

8.1 The entire, aggregate liability of Siemens related in any way to this Agreement will be limited as follows: (i) for liability solely arising from Hardware or from Software licensed on a perpetual basis, the fees paid to Siemens for that Offering, or (ii) in all other cases, the fees paid to Siemens for the Offering that gave rise to the liability during the 12 month period immediately preceding the first event giving rise to the claim. The foregoing limitation does not apply to Siemens’ indemnity obligation in Section 9.

8.2 In no event will Siemens be liable for (i) any indirect, incidental, consequential, special, exemplary, or punitive damages, loss of production or data, interruption of operations, or lost revenue or profits, even if such damages were foreseeable, or (ii) any No-Charge Offerings or Previews.

8.3 Subject to the process described in FAR Section 52.233-1 Disputes, Siemens will not be liable for any claim in connection with this Agreement if such claim is brought more than six years after the first event giving rise to such claim is or should have been discovered by GSA Customer.

8.4 The foregoing limitations and exclusions apply (i) to the benefit of Siemens and its affiliates, and their respective officers, directors, licensors, subcontractors, and representatives, and (ii) regardless of the form of action, whether based in contract, statute, tort (including negligence), or otherwise.

8.5 This Section 8 shall not be interpreted to exclude any liability that is prohibited from being excluded by applicable federal law.

9. INTELLECTUAL PROPERTY INFRINGEMENT INDEMNITY

9.1 Infringement Claim Indemnity. Subject to federal law, Siemens will indemnify and defend, at its expense, any action brought against GSA Customer to the extent that it is based on a claim that GSA Customer’s use of an Offering as authorized under this Agreement infringes any copyright, any trade secret, or a patent or trademark issued or registered by the United States, Japan, or a member of the European Patent Organization, and will pay all damages finally awarded against GSA Customer by a court of competent jurisdiction or agreed in a settlement, provided that GSA Customer gives Siemens (i) prompt written notice of the claim, (ii) all requested information and reasonable assistance related to the claim and (iii) sole authority to defend or settle the claim. Siemens will not admit liability or incur obligations on GSA Customer’s behalf without GSA Customer’s prior written consent, which will not be unreasonably withheld. Nothing contained herein shall be construed in derogation of the U.S. Department of Justice’s right to defend any claim or action brought against the U.S., pursuant to its jurisdictional statute 28 U.S.C. §516.

9.2 Injunction. If a permanent injunction is obtained against GSA Customer’s use of an Offering due to an infringement claim, Siemens may, at its sole option, obtain for GSA Customer the right to continue using the Offering, or replace or modify the Offering to become non-infringing. If such remedies are not reasonably available: (i) Siemens will refund prepaid fees for the enjoined Offering on a pro-rata basis (a) for Hardware or Software licensed to GSA Customer on a perpetual basis, for the remainder of an amortization period of 60 months from the initial delivery to GSA Customer, or (b) for any other Offering, for the remainder of the Subscription Term for that Offering; (ii) any applicable licenses to such Offering will automatically terminate; and (iii) GSA Customer will immediately cease to use the enjoined Offering and return all related Software in its possession. Siemens may, in its sole discretion, provide any of the foregoing remedies to mitigate infringement prior to the issuance of an injunction.

9.3 Exclusions. Notwithstanding anything to the contrary in this Agreement, Siemens will not have any liability or indemnification obligation to GSA Customer to the extent that an infringement claim arises out of (i) use of a prior version of the Offering to the extent that a current version is non-infringing, (ii) failure to use a replacement, correction, patch, or new version of the Offering offered by Siemens that performs substantially the same functions, (iii) use of the Offering in combination with Content, equipment, or products not provided by Siemens, (iv) use of No-Charge Offerings or Previews,

(v) deliverables resulting from Professional Services, (vi) any adjustment, modification, or configuration of the Offering not made by Siemens, or (vii) instructions, assistance, or specifications provided by GSA Customer.

9.4 Sole and Exclusive Remedy. Section 9 sets forth Siemens’ entire liability and GSA Customer’s sole and exclusive remedy for infringement of third-party intellectual property rights.

10. RENEWAL, SUSPENSION, TERMINATION

10.1 Subscription and Renewals. If indicated on the Order or otherwise agreed by the parties in writing or in an electronic system made available by Siemens, the Subscription Term for the applicable paid Offering may be renewed for successive Subscription Terms by executing a written order for the successive Subscription Term. Any renewed Subscription Term will be the same length as the preceding term or 12 months, whichever is greater. This UCA and its Supplemental Terms agreed to by GSA Customer will apply for the following Subscription Term. The fees during any renewed Subscription Term will be the same as those charged during the preceding Subscription Term, unless (i) the then Current GSA Schedule Pricelist has different fees or (ii) fees for the renewed Subscription Term(s) are specified on the Order.

10.2 Suspension. Siemens may temporarily suspend or limit GSA Customer’s or any User’s access to and use of Offerings, in whole or in part, immediately if Siemens reasonably determines that the use of the Offering poses a security risk to the Offering, Siemens, or any third party, or subjects Siemens or any third party to liability. The suspension or limitation may be made in addition to any other rights available to Siemens under this Agreement, will not relieve GSA Customer of its obligation to pay fees, and will be lifted when the reason for such suspension or limitation no longer exists.

10.3 Termination. Neither party will terminate an Order for convenience during the applicable Subscription Term. Subject to the processes outlined in FAR 52.233-1, Disputes, if the GSA Customer 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, Siemens 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.

10.4 Effect of Expiration or Termination. Upon expiration of the applicable Subscription Term or termination of any Order for one or more Offerings or this Agreement for any reason, GSA Customer’s rights to access, use, or receive the affected Offering(s) automatically terminate. GSA Customer will immediately cease using the affected Offering(s), remove and destroy all Software and other Siemens Confidential Information relating to such Offering in its possession or control, and certify such removal and destruction in writing to Siemens. GSA Customer may retrieve GSA Customer Content available for download for a period of 30 days after expiration or termination, provided GSA Customer is in compliance with this Agreement and pays any applicable fees. After such period, all GSA Customer Content may be deleted. Termination of this Agreement or any Order for one or more Offerings will not relieve GSA Customer of its obligation to pay the total fees set forth in any Order, which fees will become due and payable immediately upon termination.

Sections 2.3, 2.4, 3.3, 3.4, 3.5, 3.7, 5.5, 6.2, 7.3, 8, 10.4, 11, 12, 13.4 and 13.8 survive termination of this Agreement.

11. EXPORT CONTROL AND SANCTIONS COMPLIANCE

11.1 Export. Siemens’ obligations under this Agreement are conditioned upon GSA Customer’s compliance with, and GSA

Customer will comply with, all applicable export and re-export controls, embargoes, and economic and trade sanctions laws and regulations, including in any event, those of the United States and the European Union (“Export Laws”). GSA Customer represents that GSA Customer Content is non-controlled (e.g. classification is “N” in the E.U., and “N” for ECCN or “EAR99” in the U.S.) and that any Content on Cloud Services, including GSA Customer Content, any Offering provided under this Agreement, and any derivatives thereof will not be (i) downloaded or accessed by a Sanctioned Person, (ii) exported, re-exported (including any ‘deemed exports’), shipped, distributed, delivered, sold, resold, supplied, or otherwise transferred, directly or indirectly, to any Sanctioned Person or otherwise in a manner contrary to the Export Laws, (iii) used for any purpose prohibited by the Export Laws, or (iv) used for non-civilian purposes (e.g. armaments, nuclear technology, weapons, any other usage in the field of defense and military), unless permitted by the Export Laws or respective governmental licenses or approvals. Without limiting the foregoing, GSA Customer represents and warrants that (a) it is not a Sanctioned Person, and (b) it will not download or otherwise access, or facilitate a third party’s download or access of, any Content on Cloud Services, including GSA Customer Content, or any Offering, from a location in a Sanctioned Country.

GSA Customer will, at least once per year, review and update its list of Users who have access to any Cloud Services and confirm that no such User is a Sanctioned Person and that all such Users may continue to access Cloud Services in compliance with Export Laws. Siemens may conduct the necessary Export Laws checks and, upon request, GSA Customer will promptly provide Siemens with any necessary information. GSA Customer will be responsible for providing to and collecting from Users any information necessary to ensure compliance with applicable Export Laws (e.g. applicable export list numbers). “Sanctioned Country” means a country or territory that is itself the subject or target of any comprehensive trade or economic sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine). “Sanctioned Person” means any person (A) listed in the Specially Designated Nationals and Blocked Persons List maintained by the U.S.

Department of Treasury’s Office of Foreign Assets Control or in any Export-Control-Related list of designated persons maintained by the U.S. Department of Commerce, the U.S.