Federal Supply Schedule GS35F485DA

AUTHORIZED FEDERAL ACQUISITION SERVICE

INFORMATION TECHNOLOGY SCHEDULE PRICELIST

GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY

EQUIPMENT, SOFTWARE AND SERVICES

Contract Number: GS-35F-485DA Period Covered by Contract: August 31, 2016 through August 30, 2021

Contract Administrator: Ms. Deanne Benn

HEAT Software USA Inc.

8415 Explorer Dr. #150

Colorado Springs CO 80920 Phone: (719) 531-5007

Website: http://www.heatsoftware.com

Large Business Concern

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 for GSA Advantage! is:

http://GSAAdvantage.gov http://www.heatsoftware.com/

Heat Software USA, Inc.

Contract No. GS35F485DA Effective August 31, 2016

Table of Contents

Information for Ordering Activities

General Terms and Conditions:

1a. Awarded Special Item Numbers (SIN) 1b. Lowest Priced Model Number and Price 1c. Not Applicable

2. Maximum Order

3. Minimum Order

4. Geographic Coverage

5. Points of Production

6. Basic Discount

7. Quantity/Volume Discount

8. Prompt Payment Terms 9a. Government Purchase Cards 9b. Government Purchase Cards

10. Foreign Items 11a. Time of Delivery 11b. Expedited Delivery 11c. Overnight and 2-Day Delivery 11d. Urgent Requirements

12. FOB Point

13. Ordering Address 13b. Ordering Procedures

14. Payment Address

15. Warranty Provision

16. Export Packing Charges

17. Terms and Conditions of

18. Terms and Conditions

19. Terms and Conditions

20. Terms and Conditions 20a. Terms and Conditions

21. List of Service and

22. List of Participating Dealers

23. Preventative Maintenance 24a. Environmental Attributes 24b. Section 508 Compliance

25. DUNs Number

26. SAM Database

Terms and Conditions Applicable to SIN 132-33 and SIN 132-34

Authorized FSS Pricing for Perpetual Software Licenses (SIN 132-33)

HEAT Software USA Inc.

Effective August 31, 2016

Information for Ordering Activities

General Terms and Conditions:

1a. Awarded Special Item Numbers (SIN):

132-33 Perpetual Software License - SUBJECT TO COOPERATIVE PURCHASING - Includes operating system software, application software, EDI translation and mapping software, enabled E-mail message based products, Internet software, database management programs, and other software. Software maintenance as a product includes the publishing of bug/defect fixes via patches and updates/upgrades in function and technology to maintain the operability and usability of the software product. It may also include other no charge support that is included in the purchase price of the product in the commercial marketplace. No charge support includes items such as user blogs, discussion forums, on-line help libraries and FAQs (Frequently Asked Questions), hosted chat rooms, and limited telephone, email and/or web-based general technical support for users self diagnostics. Subsin categories include: Ancillary Financial Systems Software, Application Software, Communications Software, Core Financial Management Software, Electronic Commerce (EC) Software, Large Scale Computers, Microcomputers, Operating System Software, Special Physical, Visual, Speech, and Hearing Aid Software. Provide specific information and Utility Software. Software maintenance as a product does NOT include the creation, design, implementation, integration, etc. of a software package. These examples are considered software maintenance as a service under SIN 132.34 Software Maintenance as a Service. Software Maintenance as a product is billed at the time of purchase.

132-34 Maintenance of Software as a Service - SUBJECT TO COOPERATIVE PURCHASING - Software maintenance as a service creates, designs, implements, and/or integrates customized changes to software that solve one or more problems and is not included with the price of the software. Software maintenance as a service includes person-to-person communications regardless of the medium used to communicate: telephone support, on-line technical support, customized support, and/or technical expertise which are charged commercially.

Software maintenance as a service is billed in arrears in accordance with 31 U.S.C. 3324.

1b. Lowest Priced Model Number and Price: P/N: IPADL $47.86

1c. Not Applicable

2. Maximum Order: SIN 132-33 and 132-34: $500,000.00 per SIN/per order

If the “Best Value” selection places your order over this Maximum Order, you have an opportunity to obtain a better schedule contract price. Before placing your order, contact the aforementioned contractor for a better price. The contractor may (1) offer a new price for this requirement (2) offer the lowest price available under this contract or (3) decline the order. A delivery order that exceeds the maximum order may be placed under the Schedule contract in accordance with FAR 8.404.

3. Minimum Order: $100.00

4. Geographic Coverage: Domestic delivery delivery within the 48 contiguous states, Alaska, Hawaii, Puerto Rico, Washington, DC, and U.S.

Territories. Delivery also includes a port or consolidation point, within the aforementioned areas, for orders received from overseas activities.

5. Points of Production: Colorado Springs, CO

6. Basic Discount: Prices shown herein are GSA Net (discount deducted)

7. Quantity/Volume Discount(s): None

8. Prompt Payment Terms: Net 30 Days

9a. Government Purchase Cards: Government Purchase Cards are accepted at or below the Micro-purchase threshold ($3,000).

9b. Government Purchase Cards: Government purchase cards are not accepted above the micro-purchase threshold.

10. Foreign Items: None

11a. Time of Delivery: 5 – 10 Days ARO.

11b. Expedited Delivery: Contact contractor for availibilty.

11c. Overnight and 2-Day Delivery: Contact contractor for availibilty.

11d. Urgent Requirements: Contact contractor for availibilty.

12. FOB Point: Destination

13. Ordering Address: HEAT Software USA Inc.

8415 Explorer Dr. #150 Colorado Springs, CO 80920-1034 Phone: (719) 531-5007

13b. Ordering Procedures: For supplies and services, the ordering procedures, information on Blanket Purchase Agreements (BPA’s), and a sample BPA can be found at the GSA/FSS Schedule homepage (fss.gsa.gov/schedules).

14. Payment Address: HEAT Software USA Inc.

P.O. Box 204375 Dallas, TX 75320-4375

Payment Overnight Service: HEAT Software USA Inc.

2975 Regent Blvd Lockbox # 204375 Irving, TX 75063

Payment Via Wire Transfer: All financial institutions or payer route all domestic wire transfers via Fedwire to the following ABA Number for Wells Fargo Bank, N.A.

Routing Number - 121000248

15. Warranty Provision: Standard Commercial Warranty. Please Contact Contractor

16. Export Packing Charges: Not Applicable

17. Terms and Conditions of Government Purchase Card Acceptance: No Special Terms

18. Terms and Conditions Applicable to Rental, Maintenance and Repair: Not Applicable

19. Terms and Conditions Applicable to Installation: Not Applicable

20. Terms and Conditions Applicable to Repair Parts: Not Applicable

20a. Terms and Conditions Applicable to any other Services: Not Applicable

21. List of Service and Distribution Points: Not Applicable

22. List of Participating Dealers:

BAI Systems and Engineering Attn: Frank A. Ballew, Jr. President 1095 Bay Pointe Crossing Alpharetta, GA 30005 Phone: 678-624-1783 Fax: 678-624-1785 Email: fballew@baisystems.net Website: www.baisystems.net

First Direct Corp Attn: Susie Hansen Marketing & Sales Coordinator 2345 Route 52 Hopewell Junction, NY 12533 Phone: (845) 221-3800 x 104 Email: susie@1stdirect.com Website: www.1stdirect.com Toll Free in USA: (800) 935 - 4386 Canada and Local: (845) 221 – 3800

Kifinti Solutions Inc.

Attn: Jon Camilleri, President & CEO 35 Redstone Path Toronto, ON M9C 1Y7 Phone: 416-875-5662 Fax: 416-626-8722 Email: jon@kifinti.com

23. Preventative Maintenance: Not Applicable

24a. Environmental Attributes, e.g., recycled, content, Not Applicable energy efficiency,and/or reduced Pollutants:

24b. Section 508 Compliance Information: Not Applicable

25. DUNs Number: 86-705-4462

26. SAM Database: Registered mailto:fballew@baisystems.net http://www.baisystems.net/ mailto:susie@1stdirect.com http://www.1stdirect.com/ mailto:jon@kifinti.com

TERMS AND CONDITIONS APPLICABLE PERPETUAL SOFTWARE LICENSES (SPECIAL ITEM NUMBER 132-33) AND MAINTENANCE AS A SERVICE (SPECIAL ITEM NUMBER 132-34) OF GENERAL PURPOSE COMMERCIAL

INFORMATION TECHNOLOGY SOFTWARE

1. INSPECTION/ACCEPTANCE

The Contractor shall only tender for acceptance those items that conform to the requirements of this contract.

The ordering activity reserves the right to inspect or test any software that has been tendered for acceptance. The ordering activity may require repair or replacement of nonconforming software at no increase in contract price.

The ordering activity must exercise its postacceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the software, unless the change is due to the defect in the software.

2. ENTERPRISE USER LICENSE AGREEMENTS REQUIREMENTS (EULA)

The Contractor shall provide all Enterprise User License Agreements in an editable Microsoft Office (Word) format.

3. GUARANTEE/WARRANTY

a. Unless specified otherwise in this contract, the Contractor’s standard commercial guarantee/warranty as stated in the contract’s commercial pricelist will apply to this contract.

• All software furnished pursuant to the terms of this contract will be unconditionally guaranteed for defects in the software media for a period of ninety (90) days, beginning on the first day of acceptance;

• Time of delivery/installation quotations for individual orders;

• Technical representations and/or warranties of products concerning performance, total system performance and/or configuration, physical, design and/or function characteristics and capabilities of a product/equipment/service/software package submitted in response to requirements which result in orders under this schedule contract;

• Any representations and/or warranties concerning the products made in any literature, description, drawings and/or specifications furnished by the contractor.

b. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

c. Limitation of Liability. Except as otherwise provided by an express or implied warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

4. TECHNICAL SERVICES

The Contractor, without additional charge to the Government, shall provide a hot line technical support number

(800) 775-2100 for the purpose of providing user assistance and guidance in the implementation of the software.

The technical support number is available from 6:00am to 6:00pm MST and after hours paging service.

5. SOFTWARE MAINTENANCE

a. Software maintenance service shall include the following:

The Government shall receive all enhancements and technical phone support from the date of the invoice for an annual period, calculated on 365 days, from the date of purchase. The maintenance fee for HEAT products is 22% of the total published software license fee and 20% of the total published software license fee for Goldmine products. The maintenance fee for ITSM products and IPCC products is 20% of the net sales price to the end user.

Software maintenance as a service is billed in arrears in accordance with 31 U.S.C. 3324.

b. Invoices for maintenance service shall be submitted by the Contractor on a quarterly or monthly basis, after the completion of such period. Maintenance charges must be paid in arrears (31 U.S.C. 3324). PROMPT PAYMENT

DISCOUNT, IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE.

6. PERIODS OF MAINTENANCE (SIN 132 34)

a. The Contractor shall honor orders for periods for the duration of the contract period or a lessor period of time.

b. Maintenance may be discontinued by the ordering activity on thirty (30) calendar days written notice to the Contractor.

c. Annual Funding. When annually appropriated funds are cited on an order for maintenance, the period of the maintenance shall automatically expire on September 30 of the contract period, or at the end of the contract period, whichever occurs first. Renewal of the maintenance orders citing the new appropriation shall be required, if the maintenance is to be continued during any remainder of the contract period.

d. Cross-Year Funding Within Contract Period. Where an ordering activity’s specific appropriation authority provides for funds in excess of a 12 month (fiscal year) period, the ordering activity may place an order under this schedule contract for a period up to the expiration of the contract period, notwithstanding the intervening fiscal years.

e. Ordering activities should notify the Contractor in writing thirty (30) calendar days prior to the expiration of an order, if the maintenance is to be terminated at that time. Orders for the continuation of maintenance will be required if the maintenance is to be continued during the subsequent period.

7. UTILIZATION LIMITATIONS (SIN 132 33 AND SIN 132 34)

a. Software acquisition is limited to commercial computer software defined in FAR Part 2.101.

b. When acquired by the ordering activity, commercial computer software and related documentation so legend shall be subject to the following:

(1) Title to and ownership of the software and documentation shall remain with the Contractor, unless otherwise specified.

(2) Software licenses are by site and by ordering activity. An ordering activity is defined as a cabinet level or independent ordering activity. The software may be used by any subdivision of the ordering activity (service, bureau, division, command, etc.) that has access to the site the software is placed at, even if the subdivision did not participate in the acquisition of the software. Further, the software may be used on a sharing basis where multiple agencies have joint projects that can be satisfied by the use of the software placed at one ordering activity's site. This would allow other agencies access to one ordering activity's database. For ordering activity public domain databases, user agencies and third parties may use the computer program to enter, retrieve, analyze and present data. The user ordering activity will take appropriate action by instruction, agreement, or otherwise, to protect the Contractor's proprietary property with any third parties that are permitted access to the computer programs and documentation in connection with the user ordering activity's permitted use of the computer programs and documentation. For purposes of this section, all such permitted third parties shall be deemed agents of the user ordering activity.

(3) Except as is provided in paragraph 8.b(2) above, the ordering activity shall not provide or otherwise make available the software or documentation, or any portion thereof, in any form, to any third party without the prior written approval of the Contractor. Third parties do not include prime Contractors, subcontractors and agents of the ordering activity who have the ordering activity's permission to use the licensed software and documentation at the facility, and who have agreed to use the licensed software and documentation only in accordance with these restrictions. This provision does not limit the right of the ordering activity to use software, documentation, or information therein, which the ordering activity may already have or obtains without restrictions.

(4) The ordering activity shall have the right to use the computer software and documentation with the computer for which it is acquired at any other facility to which that computer may be transferred, or in cases of Disaster Recovery, the ordering activity has the right to transfer the software to another site if the ordering activity site for which it is acquired is deemed to be unsafe for ordering activity personnel; to use the computer software and documentation with a backup computer when the primary computer is inoperative; to copy computer programs for safekeeping (archives) or backup purposes; to transfer a copy of the software to another site for purposes of benchmarking new hardware and/or software; and to modify the software and documentation or combine it with other software, provided that the unmodified portions shall remain subject to these restrictions.

(5) "Commercial Computer Software" may be marked with the Contractor's standard commercial restricted rights legend, but the schedule contract and schedule pricelist, including this clause, "Utilization Limitations" are the only governing terms and conditions, and shall take precedence and supersede any different or additional terms and conditions included in the standard commercial legend.

8. SOFTWARE CONVERSIONS (SIN 132 33)

Full monetary credit will be allowed to the ordering activity when conversion from one version of the software to another is made as the result of a change in operating system, or from one computer system to another. Under a perpetual license (132 33), the purchase price of the new software shall be reduced by the amount that was paid to purchase the earlier version.

11. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY

The Contractor shall include, in the schedule pricelist, a complete description of each software product and a list of equipment on which the software can be used. Also, included shall be a brief, introductory explanation of the modules and documentation which are offered.

12. RIGHT TO COPY PRICING

The Contractor shall insert the discounted pricing for right to copy licenses.

HEAT SOFTWARE END-USER LICENSE AGREEMENT (“EULA”) (GSA Feb 2016)

THIS EULA SETS FORTH THE TERMS AND CONDITIONS UNDER WHICH HEAT SOFTWARE USA INC. (“HEAT SOFTWARE”), GRANTS TO YOU (“YOU” OR “CUSTOMER”) THE RIGHT TO USE THE HEAT SOFTWARE PRODUCTS AND ACCOMPANYING DOCUMENTATION ORDERED AND PAID FOR BY YOU (COLLECTIVELY “LICENSED SOFTWARE”).

1. License Grant. Subject to the terms and conditions of this EULA, HEAT SOFTWARE hereby grants to Customer, and Customer fully accepts upon delivery, a nonexclusive and non-transferable right to use only the executable version (not source code) of the Licensed Software for Customer’s internal business purposes.

2. Scope of Authorized Use. You may use the Licensed Software only as expressly permitted under this EULA and in accordance with the user guides and other documentation shipped with the Licensed Software (collectively, “Documentation”).

HEAT SOFTWARE expressly reserves any rights not expressly granted in this EULA. Your right to use the Licensed Software is limited to the number of server(s), user(s), assets, modules, databases etc. (collectively, “License Limits”) that You have ordered and paid for. All Licensed Software updates, upgrades, or new releases (collectively, “Updates”) are provided to You on a license exchange basis and subject to this EULA. By using an Update You voluntarily terminate Your right to use any previous version of the Licensed Software; provided, however, that You may continue to use previous versions solely to assist You in transitioning to the Update and for historical/archiving purposes. You agree to allow HEAT SOFTWARE to audit Your use of the Licensed Software to verify Your compliance with Your License Limits. Audit rights shall be subject to Your reasonable securities policies as applied to all of Your vendors, and may only be performed once every twelve (12) months.

3. Restrictions.

a. Proprietary Rights. This is a license only and no title passes to You. With the exception of the license granted under this EULA, HEAT SOFTWARE retains all right title and interest to the Licensed Software and all related intellectual property and proprietary rights. You will not remove or obscure any copyright notices, logos, or other proprietary rights notices or legends in the Licensed Software.

b. Territory Restrictions. The server(s) on which the Licensed Software and any related database(s) are stored must be located and remain in the specific geographic region where You have ordered the Licensed Software. The relevant geographic regions are:

(1) the European Union, (2) North America, (3) South America, (4) Australia and New Zealand, (5) Africa, and (6) for all other geographic regions, the specific country where You have ordered the Licensed Software.

c. Derivative Works, Reverse Engineering. You may not create any derivative works to the Licensed Software except to facilitate Your authorized use of the Licensed Software, provided that Your use of such limited derivative works is subject to this EULA. You may not modify, decompile, translate, disassemble or reverse engineer the Licensed Software except if the laws of Your jurisdiction proscribe the enforcement of such prohibitions but then only to the extent actually permitted, and for the limited purposes specifically contemplated, by applicable law.

d. Commercial Exploitation. You may not distribute, rent, lease or transfer the Licensed Software or any portion thereof. You may not use the Licensed Software, or any portion thereof, in a commercial hosting, application service provider or service bureau environment.

e. Non Production Copies. You may make one copy of the Licensed Software for safekeeping purposes and as permitted in the Documentation. The original copy of the Licensed Software and all copies that You may make may not leave Your control. If the

Licensed Software is provided for testing, evaluation or other nonproduction purposes, You may not use it in a production or live environment and Your right to use the Licensed Software is limited in accordance with the terms under which You received it.

4. Term/Termination.

a. This EULA will remain in effect until terminated pursuant to this Section 4. You may terminate this EULA at any time by destroying all of Your copies of the Licensed Software. Upon any termination, You agree to cease all use of the Licensed Software, remove all copies from Your computers, destroy all copies of the Licensed Software, and, upon request from HEAT SOFTWARE, certify in writing Your compliance herewith.

b. Subscription, Temporary Licenses. If You licensed the Licensed Software on a ‘subscription’ (or limited time) basis (“Subscription License”), then You may only use the Licensed Software during the time period that You have contracted and paid for (“Subscription Term”). You agree that upon expiration of the Subscription Term, the licenses granted herein shall terminate and the Licensed Software may automatically cease to function. Similarly, if the Licensed Software is provided on a trial, evaluation, pilot or other temporary basis (“Temporary License”), then notwithstanding anything to the contrary in Sections 1, 6 or elsewhere in this EULA, the Licensed Software is provided on an AS-IS basis without warranty, You may only use the Licensed Software during the time period specified by HEAT SOFTWARE (and if none specified, then no more than 30 days), at the end of which the licenses granted herein shall terminate and the Licensed Software may automatically cease to function. Temporary Licenses may also be terminated for convenience by HEAT SOFTWARE.

5. Payments. All licenses and rights granted under this EULA by HEAT SOFTWARE are subject to timely receipt by HEAT SOFTWARE of payment. All payments must be made within thirty (30) days of invoice, unless otherwise agreed in writing by an authorized HEAT SOFTWARE officer.

6. Warranty. HEAT SOFTWARE warrants that the Licensed Software (other than Temporary Licenses) will perform substantially in accordance with its Documentation for a period of ninety (90) days following delivery of the Licensed Software. This limited warranty is void if failure of the Licensed Software results from accident, abuse, modification, or misuse. HEAT SOFTWARE does not warrant that the Licensed Software will meet Your requirements, that the operation of the Licensed Software will be uninterrupted or error free, or that all defects will be corrected. The warranty and remedy set forth in this EULA are exclusive and in lieu of all other warranties and remedies, oral or written, expressed or implied.

Except as provided above, HEAT SOFTWARE DISCLAIMS ALL WARRANTIES, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE LICENSED SOFTWARE, ITS QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR

FITNESS FOR A PARTICULAR PURPOSE.

If You believe the Licensed Software does not meet this Limited Warranty, You must notify HEAT SOFTWARE in writing within the warranty period. HEAT SOFTWARE’s entire liability and Your exclusive remedy with regard to the Limited Warranty, will be, at HEAT SOFTWARE’s sole discretion, either repair or replacement of the Licensed Software or a refund of the amount paid to HEAT SOFTWARE for the Licensed Software (provided in that case that You also return the Licensed Software).

7. Indemnification. HEAT SOFTWARE will, at its expense, defend and pay any settlement amounts or damages awarded by a court of final jurisdiction arising out of any third party claim against You that the Licensed Software as used subject to the terms and conditions of this EULA infringes any copyright, trademark, trade secret or U.S. patent owned or controlled by the third party (“Infringement Claims”). You agree that HEAT SOFTWARE shall be released of the foregoing obligation unless (i) HEAT SOFTWARE is notified promptly in writing by You of any such claim; (ii) You will cooperate with HEAT SOFTWARE, at HEAT SOFTWARE’s expense, in a reasonable way to facilitate the settlement or defense of such claim. Notwithstanding the foregoing, HEAT SOFTWARE will have no liability hereunder to the extent the Infringement Claim arises out of (A) Your modifications not authorized by HEAT SOFTWARE, (B) the combination or use of the Licensed Software with products not provided or recommended by HEAT SOFTWARE if the infringement would have been avoided but for such combination or use, (C) use of the Licensed Software after written notice of the claimed infringement has been received by You, or (D) Your failure to use an Update if the infringement would have been avoided by the use of the Update. Should the Licensed Software become, or in HEAT SOFTWARE’s opinion likely to become, subject to an Infringement Claim, then HEAT SOFTWARE will either (a) procure for Customer the right to continue using the Licensed Software, or (b) replace or modify the Licensed Software so that it becomes non-infringing and performs in a substantially similar manner to the original product, or (c) upon failure of (a) or (b), despite the reasonable efforts of HEAT SOFTWARE, terminate this EULA and return the license fee You paid for the Licensed Software pro-rated over a four (4) year life span. THIS SECTION SETS FORTH YOUR EXCLUSIVE REMEDY AND HEAT SOFTWARE’S SOLE LIABILITY WITH

RESPECT TO INFRINGEMENT CLAIMS.

8. Liability Limits. THE LICENSED SOFTWARE IS NOT DESIGNED OR INTENDED FOR USE IN ANY MEDICAL OR NUCLEAR SYSTEMS, OR FOR ANY OTHER MISSION CRITICAL APPLICATION IN WHICH THE FAILURE OF THE LICENSED SOFTWARE COULD CAUSE SUBSTANTIAL PROPERTY DAMAGE, PERSONAL INJURY OR DEATH. HEAT SOFTWARE DISCLAIMS ANY LIABILITY FOR USE OF THE LICENSED SOFTWARE IN ANY SUCH APPLICATION(S).

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR LIABILITY ARISING UNDER THE INDEMNIFICATION PROVIDED IN SECTION 7 ABOVE, HEAT SOFTWARE’S ENTIRE LIABILITY UNDER THIS EULA WILL BE LIMITED TO THE AMOUNT PAID BY YOU TO HEAT SOFTWARE FOR THE LICENSED SOFTWARE. IN NO EVENT WILL HEAT SOFTWARE BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE LICENSED SOFTWARE, including without limitations damages for lost profits, loss or corruption of data, costs of procurement of substitute technology or services, even if advised of the possibility of such damages. The parties agree that the limitations and exclusions of liability and disclaimers specified in this EULA will survive and apply even if the limited remedies are found to have failed of their essential purpose.

9. Legal Compliance. You must comply with all applicable laws and regulations in Your use of the Licensed Software including without limitations any United States or foreign Export Control laws or regulations, and all applicable data protection, SPAM, privacy laws and regulations. As part of the registration process You may provide user information. Any personal information collected (1) will be used solely for registration and license limit auditing purposes and to provide You with important information about the

Licensed Software, (2) will be stored in computer servers with limited access that are located in controlled facilities, (3) may be stored and processed in the United States or other country and by using the Licensed Software, You consent to any such transfer of information outside of Your country, (4) may be stored for as long as the EULA is in effect, (5) will not be shared with any government agency, private organization, or the public, except that Customer's corporate name may be used as a reference company in the context of sales presentations and marketing activities.

10. United States Government Restricted Rights. THIS SECTION APPLIES ONLY TO LICENSING OR USE BY THE FEDERAL GOVERNMENT OF THE UNITED STATES. The Licensed Software is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the federal government is subject to restricted rights as set forth in subparagraph (c) of The Rights in Technical Data and Computer Software clause at 252.227-7014 for DOD contracts and at FAR (48 CFR 52.227-19) for civilian agency contracts or other comparable agency clauses.

11. Severability. If any provision of this EULA is unenforceable or invalid, such provision(s) shall be amended to achieve as nearly as possible the same economic effect as the original provision(s) and the remainder of the EULA shall remain in full force and effect.

12. Miscellaneous. This EULA constitutes the entire agreement between You and HEAT SOFTWARE relating to the license rights for the Licensed Software (and any subsequent orders of additional License Limits or new HEAT SOFTWARE products), and any additions to, or modifications of, this EULA will be binding upon the parties only if in a writing duly executed by You and an authorized officer of HEAT SOFTWARE. THE TERMS AND CONDITIONS OF ANY CUSTOMER PURCHASE ORDER ARE ONLY BINDING ON HEAT SOFTWARE IF THEY ARE AGREED TO IN WRITING BY AN AUTHORIZED HEAT SOFTWARE OFFICER AND IN A DOCUMENT OTHER THAN THE PURCHASE ORDER FORM. You may not transfer the Licensed Software or assign this EULA without HEAT SOFTWARE’s prior written consent and any attempt by You to do so will be void and without effect; except that, You may assign Your rights and obligations hereunder in connection with a merger, acquisition or sale of all or substantially all of Your assets subject to compliance with HEAT SOFTWARE’s administrative requirements for such assignments. If the Licensed Software is acquired through a Reseller, You agree that (i) this EULA constitutes the entire agreement between You and HEAT SOFTWARE regarding the Licensed Software (and the terms and conditions of any purchase order or any other agreement between You and the Reseller are not binding on HEAT SOFTWARE); and (ii) the Reseller is not HEAT SOFTWARE’s agent and is not authorized to alter, amend or modify the terms of this EULA. HEAT SOFTWARE makes no representation or warranty with regard to any services provided by any Reseller. The waiver or failure of either party to exercise in any respect any right provided for in this EULA will not be deemed a waiver of any further or future right under this EULA.

AUTHORIZED FSS PRICING FOR PERPETUAL SOFTWARE LICENSES (SPECIAL ITEM NUMBER 132-33)

SIN MANUFACTURER

NAME

MFR PART NO PRODUCT NAME PRODUCT DESCRIPTION UOI GSA NET

PRICE

IT SERVICE MANAGEMENT

132 33 HEAT Software USA

Inc.

CHM-Named Change Management -

Named Seat Change Management - Named Seat EA $382.87

132 33 HEAT Software USA Inc.

CHM-

Concurrent

Change Management - Concurrent Seat

Change Management - Concurrent Seat EA $375.41

132 33 HEAT Software USA Inc.

CON-Named Configuration Management - Named Seat

Configuration Management - Named Seat EA $382.87

132 33 HEAT Software USA Inc.

CON-

Concurrent

Configuration Management - Concurrent Seat

Configuration Management - Concurrent Seat EA $516.87

132 33 HEAT Software USA Inc.

REL-Named Release Management - Named Seat

Release Management - Named Seat EA $382.87

132 33 HEAT Software USA Inc.

REL-Concurrent Release Management - Concurrent Seat

Release Management - Concurrent Seat EA $516.87

132 33 HEAT Software USA Inc.

SLM-Named Service Level Management - Named Seat

Service Level Management - Named Seat EA $382.87

132 33 HEAT Software USA Inc.

SLM-

Concurrent

Service Level Management - Concurrent Seat

Service Level Management - Concurrent Seat EA $516.87

132 33 HEAT Software USA Inc.

KM-Named Knowledge Management - Named Seat

Knowledge Management - Named Seat EA $382.87

132 33 HEAT Software USA Inc.

KM-Concurrent Knowledge Management - Concurrent Seat

Knowledge Management - Concurrent Seat EA $375.41

132 33 HEAT Software USA Inc.

INC-Named Incident Management - Named Seat

Incident Management - Named Seat EA $670.03

132 33 HEAT Software USA Inc.

INC-Concurrent Incident Management - Concurrent Seat

Incident Management - Concurrent Seat EA $618.89

132 33 HEAT Software USA Inc.

PRB-Named Problem Management - Named Seat

Problem Management - Named Seat EA $478.59

132 33 HEAT Software USA Inc.

PRB-Concurrent Problem Management - Concurrent Seat

Problem Management - Concurrent Seat EA $469.27

132 33 HEAT Software USA Inc.

ITSM - SS Self Service - Server (Unlimited Users)

Self Service - Server (Unlimited Users) EA $28,715.37

132 33 HEAT Software USA Inc.

ITSM - SSKM Self Service with Knowledge Management

Self Service with Knowledge Management EA $57,430.73

132 33 HEAT Software USA Inc.

FRSFOUNDSEAT FrontRange Foundation Seat (Only Available to Current Customers)

FrontRange Foundation Seat (Only Available to Current Customers)

EA $491.18

VOICE

132 33 HEAT Software USA

Inc.

IPWSU Additional Web

Statistics Users Perpetual/on-Premise - Add-On: Web Statistics client, incl. web statistics user license and statistics console user license

EA $287.15

132 33 HEAT Software USA Inc.

IPVAGENT HEAT Voice Automation - Agent

Perpetual/on-Premise - includes 1 Agent license, 1 Extension license and 1 QM recording license

EA $1,435.77

132 33 HEAT Software USA Inc.

IPVSUPER HEAT Voice Automation - Supervisor

Perpetual/on-Premise - includes 1 Supervisor license, 1 Extension license and 1 we statistics license

EA $1,435.77

SIN MANUFACTURER

NAME

MFR PART NO PRODUCT NAME PRODUCT DESCRIPTION UOI GSA NET

PRICE

132 33 HEAT Software USA Inc.

IPCC-IVR Add'l Voice & Routing Ports

Perpetual/on-Premise - Add-On: Voice and Routing port (used for virtual agents and queued calls)

EA $861.46

132 33 HEAT Software USA Inc.

IPCC-Ext Office Extension License

Perpetual/on-Premise - Add-On: Office Extension Licens

EA $90.93

132 33 HEAT Software USA Inc.

IPADL G.729 Call Compression Perpetual/on-Premise - Add-On: G.729 encoder/decoder (used for audio compression.

2 licenses included for each user (server plus client)

EA $47.86

132 33 HEAT Software USA Inc.

IPCC-QM-Port Quality Management Concurrent Port

Perpetual/on-Premise - Add-On: Quality Management Concurrent Port

EA $81.61

GOLDMINE

132 33 HEAT Software USA

Inc.

GMPE GoldMine Software Goldmine Premium Edition New & Additional EA $560.20

132 33 HEAT Software USA Inc.

GMPE-CE-UPG GoldMine Software Upgrade

Upgrade from GoldMine Corporate Edition (any version) Current on Maintenance

EA $361.91

132 33 HEAT Software USA Inc.

GMPE-SE-UPG GoldMine Software Upgrade

Upgrade from GoldMine Standard Edition EA $553.20

132 33 HEAT Software USA Inc.

GPR-BNDL3 GoldMine Software Goldmine Premium Edition 3 User Bundle EA $1,676.78

132 33 HEAT Software USA Inc.

GMPE-5PACK GoldMine Software Goldmine Premium Edition 5 User Bundle EA $2,689.62

132 33 HEAT Software USA Inc.

IGMPE iGoldMine iGoldmine Plus EA $282.37

132 33 HEAT Software USA Inc.

IGM-5PACK iGoldMine iGoldmine Plus 5 Pack EA $902.27

HEAT Classic 132 33 HEAT Software USA

Inc.

HIH1-10 HEAT SERVICE &

SUPPORT

HEAT Service & Support Software 1-10 Users EA $2,115.87

132 33 HEAT Software USA Inc.

HIH11-25 HEAT SERVICE &

SUPPORT

HEAT Service & Support Software 11-25 Users EA $2,115.87

132 33 HEAT Software USA Inc.

HIH26-75 HEAT SERVICE &

SUPPORT

HEAT Service & Support Software 26-75 Users EA $1,142.57

132 33 HEAT Software USA Inc.

HIH76-200 HEAT SERVICE &

SUPPORT

HEAT Service & Support Software 76-200 Users

EA $967.25

132 33 HEAT Software USA Inc.

HPK HEAT PLUS

KNOWLEDGE

HEAT Plus Knowledge - HEAT Service & Support Users only. Includes web access and authorizing capabilities. Concurrent License Model.

EA $952.39

132 33 HEAT Software USA Inc.

HSS HEAT SELF SERVICE HEAT Customer Self Service using the WEB EA $7,556.68

132 33 HEAT Software USA Inc.

HPKSS HEAT Plus Knowledge Self Service

HEAT Plus Knowledge Self Service - per server EA $7,652.64