MAS - Definitive Business Solutions, Inc. - GS35F395CA

GENERAL SERVICES ADMINISTRATION

Federal Supply Service

Authorized Multiple Award Schedule Price List

Online 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: www.GSAAdvantage.gov

Multiple Award Schedule

SPECIAL ITEM NUMBER 54151S - INFORMATION TECHNOLOGY (IT)

PROFESSIONAL SERVICES

FSC/PSC D301 IT Facility Operation and Maintenance

FSC/PSC D302 IT Systems Development Services

FSC/PSC D306 IT Systems Analysis Services

FSC/PSC D307 Automated Information Systems Design and Integration Services

SPECIAL ITEM NUMBER 518210C Cloud Computing Services, Software as a Service (SaaS)

OLM - Order-Level Materials - SUBJECT TO COOPERATIVE PURCHASING

Contract Number: GS-35F-395CA

For more information on ordering from Federal Supply Schedules click on the FSS Schedules button at fss.gsa.gov

Contract Period: June 29, 2025 through June 28, 2030

Definitive Business Solutions, Inc.

11921 Freedom Drive, Suite 550

Reston, Virginia 20190

703-626-0221

Fax: 703-935-4790 https://www.definitiveinc.com/

GSA Price List current through modification PS-0027 effective June 29, 2025

Business Size: Small Business http://www.gsaadvantage.gov/ https://www.definitiveinc.com/

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

SIN Description

54151S, 70-500 Information Technology Services

518210C Cloud Computer Services, SaaS

1b. Identification of the lowest priced model number and lowest unit price for that model for each special item number awarded in the contract:

SIN Job Title # Labor Category

Description GSA Rate

54151S, 70-500 Associate Consultant See Page 27 $114.37 (Hourly)

518210C Users with No Access to the

Intake Portal Module N/A $22.67 (Monthly)

1c. Labor category descriptions of all corresponding commercial job titles, experience, functional responsibility and education are outlined on Pages 10-14 within this pricelist.

2. Maximum order: SIN 54151S, $500,000, Maximum order for SIN 70-500 is $100,000.

Maximum Order SIN 518210C is $500,000.

3. Minimum order: $100

4. Geographic coverage: CONUS, Lower 48

5. Point(s) of production: N/A

6. Discount from list prices: All GSA prices shown herein are NET, all discounts deducted.

7. Quantity discounts: None

8. Prompt payment terms: None

9a. Government purchase cards are accepted at or below the micro-purchase threshold.

9b. Government purchase cards are accepted above the micro-purchase threshold.

10. Foreign items: None

11a. Time of delivery: 30 days ARO.

11b. Expedited Delivery: Ordering activities should contact Definitive Business Solutions, Inc. for expedited delivery availability.

11c. Overnight and 2-day delivery Ordering activities should contact Definitive Business

Solutions, Inc. for overnight and 2-day delivery availability.

11d. Urgent Requirements: Ordering activities should contact Definitive Business Solutions, Inc. to effect a faster delivery.

12. F.O.B. point: Destination.

13a. Ordering address:

Reston, VA 20190

13b. 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.

14. Payment address:

Reston, VA 20190

15. Warranty provision: N/A

16. Export packing charges: N/A

17. Terms and conditions of Government purchase card acceptance: See 9a and 9b above.

18. Terms and conditions of rental, maintenance, and repair: N/A.

19. Terms and conditions of installation: N/A.

20. Terms and conditions of repair parts: N/A

20a. Terms and conditions for any other services: N/A.

21. List of service and distribution points: N/A.

22. List of participating dealers: N/A.

23. Preventive maintenance: N/A.

24a. Special attributes such as environmental attributes: N/A.

24b. If applicable, indicate that Section 508 compliance information is available: N/A. The

EIT standards can be found at: www.Section508.gov/.

25. Unique Entity Identifier: FZUDG1CVSRG6

26. Definitive Business Solutions, Inc. is current with SAM registration.

http://www.section508.gov/

TERMS AND CONDITIONS APPLICABLE TO

ORDER-LEVEL MATERIALS (OLMs) SIN OLM

Order Level Materials - OLM

OLMs are supplies and/or services acquired in direct support of an individual task or delivery order placed against a Schedule contract or BPA. OLM pricing is not established at the Schedule contract or BPA level, but at the order level. Since OLMs are identified and acquired at the order level, the ordering contracting officer (OCO) is responsible for making a fair and reasonable price determination for all OLMs.

OLMs are procured under a special ordering procedure that simplifies the process for acquiring supplies and services necessary to support individual task or delivery orders placed against a

Schedule contract or BPA. Using this new procedure, ancillary supplies and services not known at the time of the Schedule award may be included and priced at the order level.

OLM SIN-Level Requirements/Ordering Instructions:

OLMs are:

- Purchased under the authority of the FSS Program

- Unknown until an order is placed

- Defined and priced at the ordering activity level in accordance with GSAR clause 552.238-115

Special Ordering Procedures for the Acquisition of Order-Level Materials. (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)

- Only authorized for use in direct support of another awarded SIN.

- Only authorized for inclusion at the order level under a Time-and-Materials (T&M) or Labor-

Hour (LH) Contract Line Item Number (CLIN)

- Subject to a Not To Exceed (NTE) ceiling price

OLMs are not:

- "Open Market Items."

- Items awarded under ancillary supplies/services or other direct cost (ODC) SINs (these items are defined, priced, and awarded at the FSS contract level)

OLM Pricing:

- Prices for items provided under the Order-Level Materials SIN must be inclusive of the

Industrial Funding Fee (IFF).

- The value of OLMs in a task or delivery order, or the cumulative value of OLMs in orders against an FSS BPA awarded under an FSS contract, cannot exceed 33.33%.

NOTE: When used in conjunction with a Cooperative Purchasing eligible SIN, this SIN is

Cooperative Purchasing Eligible.

TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT)

PROFESSIONAL SERVICES (SPECIAL ITEM NUMBER 54151S)

*NOTE: All non-professional labor categories must be incidental to, and used solely to support professional services, and cannot be purchased separately.

1. SCOPE

a. The prices, terms and conditions stated under Special Item Numbers 54151S Information

Technology Professional Services apply exclusively to IT Professional Services within the scope of this Information Technology Schedule.

b. The Contractor shall provide services at the Contractor’s facility and/or at the ordering activity location, as agreed to by the Contractor and the ordering activity.

2. PERFORMANCE INCENTIVES I-FSS-60 Performance Incentives (April 2000)

a. Performance incentives may be agreed upon between the Contractor and the ordering activity on individual fixed price orders or Blanket Purchase Agreements under this contract.

b. The ordering activity must establish a maximum performance incentive price for these services and/or total solutions on individual orders or Blanket Purchase Agreements.

c. Incentives should be designed to relate results achieved by the contractor to specified targets. To the maximum extent practicable, ordering activities shall consider establishing incentives where performance is critical to the ordering activity’s mission and incentives are likely to motivate the contractor. Incentives shall be based on objectively measurable tasks.

3. ORDER

a. Agencies may use written orders, EDI orders, blanket purchase agreements, individual purchase orders, or task orders for ordering services under this contract. Blanket Purchase

Agreements shall not extend beyond the end of the contract period; all services and delivery shall be made and the contract terms and conditions shall continue in effect until the completion of the order. Orders for tasks which extend beyond the fiscal year for which funds are available shall include FAR 52.232-19 (Deviation – May 2003) Availability of Funds for the Next Fiscal Year.

The purchase order shall specify the availability of funds and the period for which funds are available.

b. All task orders are subject to the terms and conditions of the contract. In the event of conflict between a task order and the contract, the contract will take precedence.

4. PERFORMANCE OF SERVICES

a. The Contractor shall commence performance of services on the date agreed to by the

Contractor and the ordering activity.

b. The Contractor agrees to render services only during normal working hours, unless otherwise agreed to by the Contractor and the ordering activity.

c. The ordering activity should include the criteria for satisfactory completion for each task in the Statement of Work or Delivery Order. Services shall be completed in a good and workmanlike manner.

d. Any Contractor travel required in the performance of IT Services must comply with the

Federal Travel Regulation or Joint Travel Regulations, as applicable, in effect on the date(s) the travel is performed. Established Federal Government per diem rates will apply to all Contractor travel. Contractors cannot use GSA city pair contracts.

5. STOP-WORK ORDER (FAR 52.242-15) (AUG 1989)

(a) The Contracting Officer may, at any time, by written order to the Contractor, require the

Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause.

Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the

Contracting Officer shall either-

(1) Cancel the stop-work order; or

(2) Terminate the work covered by the order as provided in the Default, or the

Termination for Convenience of the Government, clause of this contract.

(b) If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in writing, accordingly, if-

(1) The stop-work order results in an increase in the time required for, or in the

Contractor's cost properly allocable to, the performance of any part of this contract; and

(2) The Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided, that, if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon the claim submitted at any time before final payment under this contract.

(c) If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement.

(d) If a stop-work order is not canceled and the work covered by the order is terminated for default, the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order.

6. INSPECTION OF SERVICES

In accordance with FAR 52.212-4 CONTRACT TERMS AND CONDITIONS--

COMMERCIAL ITEMS (MAR 2009) (DEVIATION I - FEB 2007) for Firm-Fixed Price orders and FAR 52.212- COMMERCIAL ITEMS

– FEB 2007) applies to Time-and-Materials and Labor-Hour Contracts orders placed under this contract.

7. RESPONSIBILITIES OF THE CONTRACTOR

The Contractor shall comply with all laws, ordinances, and regulations (Federal, State, City, or otherwise) covering work of this character. If the end product of a task order is software, then

FAR 52.227-14 (Dec 2007) Rights in Data – General, may apply.

8. RESPONSIBILITIES OF THE ORDERING ACTIVITY

Subject to security regulations, the ordering activity shall permit Contractor access to all facilities necessary to perform the requisite IT Professional Services.

9. INDEPENDENT CONTRACTOR

All IT Professional Services performed by the Contractor under the terms of this contract shall be as an independent Contractor, and not as an agent or employee of the ordering activity.

10. ORGANIZATIONAL CONFLICTS OF INTEREST

a. Definitions.

“Contractor” means the person, firm, unincorporated association, joint venture, partnership, or corporation that is a party to this contract.

“Contractor and its affiliates” and “Contractor or its affiliates” refers to the Contractor, its chief executives, directors, officers, subsidiaries, affiliates, subcontractors at any tier, and consultants and any joint venture involving the Contractor, any entity into or with which the Contractor subsequently merges or affiliates, or any other successor or assignee of the Contractor.

An “Organizational conflict of interest” exists when the nature of the work to be performed under a proposed ordering activity contract, without some restriction on ordering activities by the

Contractor and its affiliates, may either (i) result in an unfair competitive advantage to the

Contractor or its affiliates or (ii) impair the Contractor’s or its affiliates’ objectivity in performing contract work.

b. To avoid an organizational or financial conflict of interest and to avoid prejudicing the best interests of the ordering activity, ordering activities may place restrictions on the

Contractors, its affiliates, chief executives, directors, subsidiaries and subcontractors at any tier when placing orders against schedule contracts. Such restrictions shall be consistent with FAR

9.505 and shall be designed to avoid, neutralize, or mitigate organizational conflicts of interest that might otherwise exist in situations related to individual orders placed against the schedule contract. Examples of situations, which may require restrictions, are provided at FAR 9.508.

11. INVOICES

The Contractor, upon completion of the work ordered, shall submit invoices for IT Professional services. Progress payments may be authorized by the ordering activity on individual orders if appropriate. Progress payments shall be based upon completion of defined milestones or interim products. Invoices shall be submitted monthly for recurring services performed during the preceding month.

12. PAYMENTS

For firm-fixed price orders the ordering activity shall pay the Contractor, upon submission of proper invoices or vouchers, the prices stipulated in this contract for service rendered and accepted. Progress payments shall be made only when authorized by the order. For time-and-materials orders, the Payments under Time-and-Materials and Labor-Hour Contracts at

FAR 52.212-4 (MAR 2009) (ALTERNATE I – OCT 2008) (DEVIATION I – FEB 2007)

applies to time-and-materials orders placed under this contract. For labor-hour orders, the

Payment under Time-and-Materials and Labor-Hour Contracts at FAR 52.212-4 (MAR 2009)

(ALTERNATE I – OCT 2008) (DEVIATION I – FEB 2007) applies to labor-hour orders placed under this contract. 52.216-31(Feb 2007) Time-and-Materials/Labor-Hour Proposal

Requirements—Commercial Item Acquisition. As prescribed in 16.601(e)(3), insert the following provision:

(a) The Government contemplates award of a Time-and-Materials or Labor-Hour type of contract resulting from this solicitation.

(b) The offeror must specify fixed hourly rates in its offer that include wages, overhead, general and administrative expenses, and profit. The offeror must specify whether the fixed hourly rate for each labor category applies to labor performed by—

(1) The offeror;

(2) Subcontractors; and/or

(3) Divisions, subsidiaries, or affiliates of the offeror under a common control.

13. RESUMES

Resumes shall be provided to the GSA Contracting Officer or the user ordering activity upon request.

14. INCIDENTAL SUPPORT COSTS

Incidental support costs are available outside the scope of this contract. The costs will be negotiated separately with the ordering activity in accordance with the guidelines set forth in the

FAR.

15. APPROVAL OF SUBCONTRACTS

The ordering activity may require that the Contractor receive, from the ordering activity's

Contracting Officer, written consent before placing any subcontract for furnishing any of the work called for in a task order.

CLOUD COMPUTER SERVICES (SaaS) SIN 518210C

Definitive Pro® Managed Service Agreement

General Terms and Conditions

THIS Definitive Pro® Managed Service Agreement (the “Agreement”) is made and entered into as of the date set forth in the Order, (the “Effective Date”), by and between Definitive Business Solutions Inc. (“Definitive”), a

Delaware Corporation, with its principal offices at 11921 Freedom Drive, Suite 550, Reston Virginia, 20190 and the

Ordering Activity under GSA Schedule contracts identified in the Order ("Customer". (Definitive and Customer are sometimes referred to individually as a “Party” in this Agreement, and collectively, as the “Parties”).

1. Definitions.

1.1. “Affiliate” of Definitive means any legal entity in which Definitive, directly, or indirectly, holds more than fifty percent (50%) of the shares or voting rights or controls or is under common control with that legal entity. or such other entity that the parties mutually agree in writing to deem an Affiliate of

Definitive. “Control” means the direct or indirect possession of the power to direct or cause the direction of the management and policies of an entity, whether through ownership, by contract or otherwise.

“Affiliate” of Customer, which is the indirect ultimate parent company of Customer or any legal entity in which Customer owns directly or indirectly at least fifty percent (50%) of the equity interest or voting securities, and any other entity or business that the parties mutually agree in writing to be deemed an

Affiliate of Customer. Any such entity shall be considered an Affiliate for only such time as Customer continues to own such equity interest or voting securities. Any such company shall be considered an

Affiliate for only such time as such interest or control is maintained.

1.2. “Agreement” means these General Terms and Conditions and any “Order Form” referencing these

General Terms and Conditions, and any other schedules, statements of work, exhibits or appendices attached thereto, or incorporated by reference.

1.3. “Beta Functionality” means functionality that is not generally available and not validated and quality assured in accordance with Definitive’s standard processes.

1.4. “Confidential Information" means, with respect to Customer, the “Customer Data”, and with respect to Definitive: (a) the “Service”, including, without limitation, all: (i) computer software (both object and source codes) and related Service documentation or specifications; (ii) techniques, concepts, methods, processes and designs embodied in or relating to the Service; and (iii) all application program interfaces, system infrastructure, system security and system architecture design relating to the Service; (b)

Definitive research and development, product offerings, pricing and availability; and (c) any information about or concerning any third party which information was provided to Definitive subject to an applicable confidentiality obligation to such third party, which confidentiality obligation has been provided by Definitive to Customer with written notice of. In addition to the foregoing, Confidential

Information of either Definitive or Customer (the party disclosing such information being the

“Disclosing Party” and the party receiving such information being the “Receiving Party”) will also include information which the Disclosing Party protects against unrestricted disclosure to others and which: (i) if in tangible form, the Disclosing Party clearly identifies as confidential or proprietary at the time of disclosure; and (ii) if in intangible form (including disclosure made orally or visually), the

Disclosing Party identifies as confidential or proprietary at the time of disclosure, summarizes the

Confidential Information in writing, and delivers such summary within thirty (30) calendar days of any such disclosure. Notwithstanding the foregoing provisions of this definition, the following information will not be considered Confidential Information, information that: (a) is independently developed by the

Receiving Party without reference to the Disclosing Party’s Confidential Information, or is lawfully received free of restriction from a third party having the right to furnish such information; (b) has become generally available to the public without breach of this Agreement by the Receiving Party; (c) at the time of disclosure, was known to the Receiving Party free of restriction; or (d) the Disclosing Party agrees in writing is free of such restrictions.

1.5. “Customer” means the entity that has consented to this Agreement by execution of an Order Form that references these General Terms and Conditions.

1.6. “Customer Data” means any content, materials, data, and information provided, created, modified, or used by Customer or its “Named Users” or “Team Members” while using the Service.

1.7. “Decision Manager” means a person who accesses the Service for the sole purpose of managing a decision or decision portfolio. Decision managers can: 1) add/remove team members; 2) assign team members to projects; 3) configure decision settings; 4) build/manage decision models; 5) edit decision administration data; 6) control access to projects; and 7) set up public views.

1.8. “Definitive” means the entity identified by these General Terms and Conditions or the Order Form as providing the Service to Customer and that is a party to this Agreement.

1.9. “Documentation” means Definitive's then-current technical and functional documentation, to include release notes, for the Service which is delivered or made available to Customer with the Service. May include, but not be limited to: user guides, job aids, webinars, and videos provided to inform and instruct customers on new product release changes.

1.10. “Enterprise Administrator” means a person who accesses the Service for the sole purpose of administering the enterprise account. An enterprise administrator can add/remove decisions, decision managers, and team members.

1.11. “Force Majeure Event” means fire, strike, flood, embargo, labor dispute, delay or failure of any subcontract, act of sabotage, riot, accident, delay of carrier or supplier, internet outages, act of God or by public enemy, or any act or omission or other cause beyond a party’s reasonable control.

1.12. “Named User” means Customer's and its Affiliates' agents, contractors, consultants, suppliers, or other individuals who are authorized by Customer to use the Service as a “Administrator” or “Decision

Manager” whose information is stored in the Service as an “Administrator” or “Decision Manager”.

1.13. “Order Form” means the written order form or other ordering documentation agreed to by Definitive and Customer containing additional terms and conditions applicable to the Service, and which references and incorporates these General Terms and Conditions.

1.14. “Team Member” means a person who accesses the Service for the sole purpose of supporting a decision or decision portfolio. Team members can: 1) submit new requests, 2) participate in decision-making, 3) create: business cases, custom charts, custom dashboards, and roadmaps; 4) create actions, issues, tasks, and risks; and 5) export data and run standard reports and views.

1.15. “Service” means the hosted, on demand service described in this Agreement, Exhibit 1 (Support Terms), and Exhibit 2 (Order Form).

1.16. “Site” means a Definitive established internet site through which the Service is made available.

1.17. "System Availability" means the average percentage of total time during which the Service is available to Customer, excluding: (i) any maintenance windows (as defined in an attached supplement to this

Agreement); (ii) delays caused by equipment provided by Customer (or its service providers); (iii) delays caused by third party systems outside of the Service including, but not limited to, Customer’s network;

or (iv) delays due to Force Majeure Events.

1.18. “Work Product” means any work product or tangible results produced by or with Definitive pursuant to this Agreement, including support, training, or configuration services to Customer. Work Product includes works created for or in cooperation with Customer, but does not include any Customer Data, Customer Confidential Information, or the Service. For clarity, some services may be performed under a statement of work, which will be governed by the terms and conditions of this Agreement.

2. Usage Rights.

2.1. Definitive shall make the Service available to Customer and its Affiliates in accordance with and during the term stated in the Order Form to permit Named Users and Team Members to remotely access and use the Service solely for Customer’s and its Affiliates’ own internal business purposes as permitted by and subject to the terms of this Agreement. The right to use the Service is worldwide, subject to

Customer’s compliance with all applicable export and import laws and regulations.

2.2. Customer shall not sublicense, license, sell, lease, rent, outsource, or otherwise make the Service available to third parties, other than Named Users and Team Members who are using the Service in support of Customer’s own internal business purposes.

2.3. Customer shall be responsible for the acts and omissions of its Named Users and Team Members as if they were the acts and omissions of Customer. Rights of any Named User licensed to utilize the Service cannot be shared or used by more than one individual. In addition, a Named User’s right to access the

Services may not be transferred from one individual to another unless the original user no longer requires, and is no longer permitted, access to the Service. Except for rights provided to Named Users and Team Members as permitted in this Agreement, Customer shall not knowingly allow any third party to use any user identification(s), code(s), password(s), procedure(s), and user keys issued to, or selected by, Customer for access to the Service. Customer shall not remove notices and notations in the

Documentation, on the Site, or in the Service that refer to copyrights, trademark rights, patent rights and other intellectual property rights. Definitive or its licensors own all right, title and interest in any and all copyrights, trademark rights, patent rights and other intellectual property or other rights in the Service, as well as any Work Product, and any improvements, design contributions or derivative works conceived or created by Definitive either party in connection with this Agreement regarding the Service (excluding in the case of Customer, Customer Confidential Information, which in all events shall be owned solely by Customer). Except as otherwise agreed in writing, and notwithstanding any provisions in this Article

2 to the contrary, Customer is hereby granted the nonexclusive right to use the Work Product in connection with its use of the Services and subject to the terms of this Agreement. Regarding reports generated by the Service, Customer shall be granted a nonexclusive and non-expiring right to use such reports; provided, however, that Customer shall always own the Customer Data that is used to populate the report. Except for the limited rights expressly granted herein, this Agreement does not transfer from

Definitive any proprietary right or interest in the Service. All rights not expressly granted to Customer in this Agreement are reserved by Definitive and its licensors.

2.4. When using the Service, Customer shall not, and shall ensure that its Named Users and Team Members do not: (a) copy, translate, disassemble, decompile, reverse-engineer or otherwise modify any parts of the Service (except as described and permitted in the Documentation); (b) intentionally or through lack of commercially reasonable controls transmit any content, data or information that is unlawful, harmful, threatening, malicious, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy or right of publicity, hateful, or racially, or ethnically objectionable; (c) infringe the intellectual property rights of any entity or person; (d) interfere with or disrupt the Definitive software or Definitive servers used to host the Service, or other equipment or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service made known to Customer; (e) use the Service in the operation of a service bureau, outsourcing or time-sharing service; (f) provide, or make available, any links, hypertext (Universal Resource Locator (URL) address) or other similar item (other than a “bookmark” from a Web browser), to the Site, or any part thereof; (g) intentionally or through lack of commercial reasonable controls circumvent the user authentication or security of the Site or Service or any host, network, or account related thereto; (h) use any application programming interface to access the Service other than those made available by

Definitive: (i) use the Service in a manner that violates any local, state, national, international or foreign law or regulation that is applicable to Customer, Named User, or Team Member.

2.5. Definitive shall be entitled to monitor Customer’s compliance with the terms of this Agreement, including but not limited the number of Named Users accessing the Service and, subject to Article 12 of this Agreement, Definitive may utilize the information concerning Customer’s use of the Service to improve Definitive products and services and to provide Customer with reports on its use of the Service including, without limitation, any monthly reports provided to Customer reporting on Definitive’s compliance with the System Availability and other service delivery metrics under this Agreement.

2.6. Definitive may change or modify the Service at any time, provided that Definitive notifies Customer in advance and provides written instructions (e.g., release notes) as to material effects of such changes or modifications on Customer’s use of the Services and/or provides Customer with revised Documentation that fully identifies and addresses Definitive’s material proposed changes and/or modifications.

Definitive shall not materially diminish the Service and Definitive’s security processes and policies related to the Service during the term of the Order Form or term of any renewal Order Forms, if Customer purchases at least the same Services and level of Named Users and Team Members. Subject to its indemnification obligations hereunder and Customer’s rights to terminate this Agreement, nothing in this Article 2.7 shall require Definitive to continue to provide any portion of the Service if this would result in Definitive violating the rights of any third party or any applicable law.

2.7. If Customer is granted access under this Agreement to a free (no fee) version of the Service, to the extent permitted by applicable law, Customer agrees that: (i) Definitive has no obligation to provide any particular service level or support services; and (ii) Definitive may cease providing the free (no fee) version of the Service at any time without notice. This Article 2.7 supersedes any conflicting term of this

Agreement.

2.8. Definitive may offer and Customer may choose to accept access to Beta Functionality. The purpose of such access is to allow Customer to test the functionality with its standard business operation and to provide feedback on such testing to Definitive. Beta Functionality is described as such in the

Documentation. Definitive may require Customer to accept additional mutually agreed written terms to use Beta Functionality. Any production use of the Beta Functionality is at Customer's sole risk.

Definitive does not warrant the correctness and completeness of the Beta Functionality, and Definitive shall not be liable for errors or damages caused by the usage of the Beta Functionality.

2.9. If all or a substantial part of any Affiliate of Customer is sold or transferred such that such Affiliate or part thereof is no longer an Affiliate of Customer, then, upon Customer providing at least thirty (30) days’ prior written notice to Definitive, such Affiliate or part thereof shall continue to be entitled to use the Services for such Affiliate or part thereof for a period of twelve (12) months from the date of such sale or transfer; provided however, that: (i) the terms of this Agreement (including without limitation the pricing for such Services and payment for such Services) shall continue to apply during such twelve (12) month period; and (ii) Customer shall remain responsible for the performance or non-performance of this Agreement by such Affiliate or part thereof, including, without limitation such Affiliate’s acts or omissions.

3. Support, Set up and Security.

3.1. Definitive will provide support for the Service as described in Exhibits A and B hereto.

3.2. Definitive will use commercially reasonable security technologies (such as encryption, password protection and firewall protection) in providing the Service, and Customer shall comply with the applicable Definitive security guidelines and procedures made known to Customer through the Service.

Except as set forth in this Agreement, Customer agrees that Definitive does not control the transfer of data, including but not limited to Customer Data, over telecommunications facilities external to

Definitive systems, including the Internet, and Definitive does not warrant secure operation of the

Service or that such security technologies will be able to prevent third party disruptions of the Service.

3.3. Definitive warrants at least ninety-nine percent (99%) System Availability over any calendar month.

Should Definitive fail to achieve ninety-nine percent (99%) System Availability over a calendar month, Customer shall have the right to receive a credit equal to one percent (1%) of its subscription fees for the

Service for that month, for each one percent (1%) (or portion thereof) by which Definitive fails to achieve such level, up to one hundred percent (100%) of the fees for such month. This is Customer’s sole and exclusive remedy for any breach of this service level warranty; provided however, that should Definitive fail to achieve ninety-nine percent (99%) System Availability in each of two (2) consecutive calendar months, Customer shall have the right to terminate the Order Form for cause, in which case Definitive will refund to Customer any prepaid fees for the remainder of its subscription term after the effective date of termination. Claims under this service level warranty must be made in good faith and by submitting a support case within ten (10) business days after the end of the relevant period, subject to

Definitive’s obligation to provide a report as set forth in this Article 3.3. Upon request, Definitive will provide to Customer a System Availability Report describing system availability (as defined in Article

1.17), with such report to be delivered by either: (i) email to a contact designated by Customer, or (ii) an online report in the Service made available to Customer.

4. Customer Responsibilities and Obligations.

4.1. Subject to Article 12 below, Customer grants to Definitive the nonexclusive right to use Customer Data for the sole purpose of and only to the extent necessary for Definitive to provide the Service.

4.2. Customer shall be responsible for entering its Customer Data into the Service and Customer shall be responsible for the accuracy of the Customer Data supplied by it. Customer will use commercially reasonable efforts to ensure that the Customer Data is free of viruses, Trojan horses, and comparable elements which could harm the systems or software used by Definitive or its subcontractors to provide the Service. Without limiting Definitive’s obligations hereunder, Customer agrees that it has collected and shall maintain and handle all Customer Data in material compliance with all applicable data privacy and protection laws, rules, and regulations.

4.3. Customer shall change all passwords used to access the Service at regular intervals. Should Customer learn of an unauthorized third party having obtained knowledge of a password, Customer shall inform

Definitive thereof without undue delay and promptly change the password.

4.4. Customer is responsible for its own connection to the Service, including the Internet connection.

5. Additional Services.

5.1. This Agreement does not include services other than those identified in the Order Form, the Agreement, the Documentation, or a statement of work. Modifications of the Service or its configuration for

Customer's needs are not included in the standard fees for the Service but are set forth separately in the

Order Form or a separate statement of work. If Customer elects to have any services provided by a third party, Definitive shall have no liability for any defect or failure of the Service to the extent caused by such third-party services, and Customer shall not be entitled to any reduction in fees for the Service to the extent caused by such third-party services. Definitive may deny access to the Service to any third party which Definitive determines in its sole discretion poses a security risk or other risk to Definitive systems, data, or intellectual property.

6. Prices and Terms of Payment.

6.1. Customer shall pay to Definitive or its authorized reseller as applicable the undisputed fees for the

Service provided hereunder, in the amount as set forth in the Order Form, within thirty (30) days of receipt of invoice. Except for any credits due under Article 3.3 above, any dispute of fees due hereunder must (a) be made in good faith within fifteen (15) days of invoice receipt date and (b) must involve an invoicing error of the amount due. The agreed to fees set forth in the Order Form will be fixed for the committed subscription term.

6.2. This Agreement may be extended for successive one (1) year periods thereafter (each an "Extension

Period") by executing a written Order for the Extension Period. Fees for extension periods will be invoiced as set forth in the Order Form in accordance with the GSA Schedule Pricelist. Any pricing changes will be reflected on the initial invoice for the extension period.

6.3. Customer may add additional Named Users, Team Members, or other fee-based services during the term of the Order Form by executing an addendum or additional schedule to such Order Form, as applicable.

The term of each addendum or schedule shall be co-terminus with the then-current term of the Order

Form irrespective of the effective date of such addendum and all fees shall be prorated accordingly.

6.4. Customer is responsible for monitoring its use of the Service. Customer shall, on a semi-annual basis, report to Definitive any actual use of the number of Named Users, Team Members, or the amount of any fee-based services authorized under the Order Form and any other information reasonably necessary to calculate the amount of fees payable under the Order Form. Customer agrees to execute an addendum and pay all requisite fees in accordance with the terms of this Agreement and the Order Form to reflect any excess. Such fees shall accrue from the date the excess use began. For the avoidance of doubt, Customer shall not be entitled to claim any reduction of the fees payable under the Order Form or reduce the Named Users, Team Members, or other fee-based services during the term of the Order Form.

6.5. Except as otherwise set forth in Article 3.3 and Article 6.1, Customer shall have no right to withhold or reduce fees under this Agreement or set off any amount against fees owed for alleged defects in the

Service.

6.6. All undisputed fees not paid when due that are not subject to a good faith dispute regarding such payment of which Definitive has been made aware in a timely manner shall accrue interest at the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

6.7. Vendor shall state separately on invoices taxes excluded from the fees, and the Customer agrees either to pay the amount of the taxes (based on the current value of the equipment) or provide evidence necessary to sustain an exemption, in accordance with 552.212-4(k).

7. Term and Termination.

7.1. The term of this Agreement begins on the Effective Date set forth in the Order Form and shall continue in effect if any Order Form is in effect. Termination of an individual Order Form shall leave other Order

Forms unaffected.

7.2. When the End User is an instrumentality of the U.S., recourse against the United States for any alleged breach of this Agreement must be brought as a dispute under the contract Disputes Clause (Contract

Disputes Act). During any dispute under the Disputes Clause, Definitive 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. In case of termination in accordance with Article 7.2 (ii), Customer shall be entitled to a pro-rata refund of prepaid fees for the applicable Service beginning from the effective date of termination. Except for termination in accordance with Article 7.2 (ii), termination will not relieve Customer from the obligation to pay fees that remain unpaid.

7.3. Notwithstanding Definitive’s right to terminate as set forth in Article 7.2 above, in the event of:

(i)reserved; or (ii) a reasonable determination by Definitive that continued use of the Service by

Customer may result in harm to the Service (including the systems used to provide the Service) or other

Definitive customers, or result in a violation of applicable law, regulation, legal obligation or legal rights of another, in addition to any other remedies available at law or in equity, Definitive will have the right subject to the Contract Disputes Act to immediately with notice to Customer, in Definitive’s reasonable discretion, to remove any potentially offending Customer Data from the Service, deactivate Customer’s user name(s) and password(s) and/or temporarily suspend access to the Service.

7.4. Upon the effective date of termination of this Agreement regardless of whether under Articles 7.1, 7.2, and 7.3 above, Customer’s access to the Service will be terminated. Customer shall have the ability to access its Customer Data at any time during a subscription term. Furthermore, Customer may export and retrieve its Customer Data at any time during a subscription term, which will be subject to technical limitations caused by factors such as: (i) the size of Customer’s instance of the Service; and (ii) the nature of Customer’s request, e.g., the frequency and/or timing of the export and retrieval. Customer shall have the ability to export and retrieve its Customer Data within thirty (30) days after the effective date of termination. Thirty (30) days after the effective date of termination, Definitive shall have no obligation to maintain or provide any Customer Data. Upon termination of the Agreement, Definitive shall use all commercially reasonable efforts to permanently and irrevocably remove, purge or overwrite all data remaining on the servers used to host the Service, including, but not limited to, Customer Data, unless and to the extent applicable laws and regulations require further retention of such data.

7.5. Articles 6 (other than 6.2), 9, 10, 11, 12, and 13 shall survive the expiration or termination of this

Agreement.

8. Warranties by Definitive.

8.1. Definitive warrants that the Service provided to Customer by Definitive will substantially conform to the specifications stated in the Documentation. The foregoing warranty shall not apply: (i) to the extent the Service is not used materially in accordance with this Agreement and/or any Documentation; or (ii) http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 to the extent the non-conformity is caused by Customer Content, or any modifications, configurations or customizations to the Service by Customer that are not authorized by Definitive; (iii) to free (no fee) or trial licenses of the Service, and (iv) if the non-conformity is caused by third party products. In addition, Definitive warrants that it has all ownership or other rights necessary to provide the Services hereunder.

8.2. Definitive represents and warrants that it shall exercise commercially reasonable efforts to screen the

Service, as provided by Definitive hereunder, for all viruses, Trojan horses, and comparable malicious code intended to harm the Customer’s systems, provided that Definitive shall not be responsible for any such malicious code placed on the Service by Customer or its Named Users or Team Members.

8.3. Customer shall report any non-conformities known to Customer with respect to Article 8.1 to Definitive in writing without undue delay through a Definitive approved support channel (e.g., Zendesk Technical

Support Chat widget that is embedded in the Service), submitting a reasonably detailed description of the problem and any reasonably available (to Customer) information useful for rectification of the non-conformity.

8.4. Provided Customer complies with Article 8.3 such that existence of the non-conformity is validated, Definitive will, at its option: (i) repair the non-conforming Service; or (ii) return an equitable portion of any payment made by Customer with respect to the affected portion of the applicable Service. If

Definitive is unable to repair the non-conforming service within a reasonable time, Customer may choose to exercise any rights or remedies available to it under this Agreement or at law.

8.5. EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE 8.1, NEITHER DEFINITIVE NOR ITS VENDORS MAKE

ANY REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE,

REGARDING ANY MATTER, INCLUDING THE MERCHANTABILITY, SUITABILITY, ORIGINALITY, OR

FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR CUSTOMER

RESULTS TO BE DERIVED FROM THE USE OF THE SERVICE OR ANY INFORMATION

TECHNOLOGY SERVICES, SOFTWARE, HARDWARE OR OTHER MATERIALS PROVIDED

UNDER THIS AGREEMENT, OR THAT THE OPERATION OF ANY SUCH SERVICE,

SOFTWARE, HARDWARE OR OTHER MATERIAL WILL BE ENTIRELY UNINTERRUPTED OR

ERROR FREE.

9. Indemnification by Definitive.

9.1. Definitive shall have the right to intervene to defend Customer and its Affiliates against claims brought against Customer or its Affiliates or any Named Users or Team Members by any third party alleging that

Customer’s or its Affiliates’ or any Named Users’ or Team Members’ use of the Service, in accordance with the terms and conditions of this Agreement, constitutes an infringement or misappropriation of a patent claim(s), copyright or trade secret or other intellectual property rights, and Definitive will pay all damages, costs, or other monetary sums finally awarded against Customer and/or its Affiliates, and/or its or their directors, officers, employees, or agents, and/or any Named Users or Team Members (all of the foregoing, the “Customer Indemnitees”), or that Customer becomes liable for or to any third party as a result of or arising out of any such final award (or the amount of any settlement Definitive enters into) with respect to such claims. 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. This obligation of Definitive shall not apply to the extent that the alleged infringement or misappropriation results from use of the Service in conjunction with (a) any other software or service not provided by Definitive or contemplated in the Documentation, or (b) use of the Service by Customer in violation of this Agreement or (c) to free (no fee) or trial licenses of the

Service. This obligation of Definitive also shall not apply to the extent that Customer fails to timely notify Definitive in writing of any such claim, however Customer’s failure to provide or delay in providing such notice shall not relieve Definitive of its obligations under this Article except to the extent

Definitive is materially prejudiced by Customer’s failure to provide or delay in providing such notice.

Definitive is permitted to control the defense and any settlement of any such claim, all at Definitive’s sole cost and expense, if such settlement does not include a financial obligation on or admission of liability by any Customer Indemnitee, or limitation on Customer’s or its Affiliates’ rights to its or their

Customer Data. In the event a Customer Indemnitee declines Definitive’s proffered defense, or otherwise fails to cede full control of the defense to Definitive’s designated counsel subject to Definitive’s full compliance with its obligations under this Article 9, then such Customer Indemnitee waives Definitive’s obligations under this Article 9.1. Customer shall reasonably cooperate in the defense of such claim at

Defi…