Documents

Babel Street U.S. Treasury OFAC Contract 2021

Nov. 4 2021 — 7:15p.m.

/45
1/45

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS I i REQUISITION NUMBER IPAG~ OF OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30 21PR-TDP-036C 134 2. CONTRACT NO, 1 3. AWARD/ I" ORDe.R NUMBER r SOUCITATlON'NUMBER l ,s. SOLICIT/1170N 2032ff321C00020 EFFECTIVE DATE ISSUE DATE 07/15/2021 7, FOR SOLICITATION ► l a NAME lb. TELEPHONE NUMBER (ND cofleczt ealls) 18 OFFER DUE DATE/LOCAL Tl~iE INFORMATION CALL: NICOLE GORDON 9. ISSUED BY CODE 11-IRS NON-IT 10. THIS ACQUISlnON IS :x UNRESTRlCTED OR SET ASIDE: % FOR; IRS non-IT (OTPS) - ~ WOMEN"OWNED SMALL BUSINESS _ SMALL BUSINESS . (WOSB) ELIGIBLE UNDER THE WOMEN•OWNED Internal Revenue Service _ UBZONE SMALL ~MAI I Rtl~1~1='5;S PR()(':;.RAM NAICS-51121 Q BUSINESS - Procurement - EDWOSB 0S:OCPO:BSA:HQ:TO, Stop C7-430 SERVICE-DISABLED _ H(A) S41.5 VETERAN-OWNED SIZE STANDARD. 5000 Ellin Road SMALL BUSINESS Lanham MD 20706 11 DELIVERY FOR FOB DESTINA- 12, DISCOUNTTERMS 13b. RATING TION UNLESS BLOCK IS I3a. THIS CONTRACT IS A MARKED RATEO ORDER UNDER 14. MHHOD OF SOLICITATION SEE SCHEDULE DPAS {15 CFR 700) _JRfQ _IPB RPP 15. DELIVER TO CODE ITDP 16. ADMINISTERED BV CODE I1-TRS NON-IT (01 TOP IRS non-IT (OTPS) us DEPARTMENT OF THE TREASURY Internal Revenue Service OFFICE OF BUDGET AND TRAVEL, ATTN:1 Procurement 1500 PENNSYLVANIA AVE., NW OS:OCPO:BSA:KQ:TO, Stop C7-430 WASHINGTON DC 20220 5000 Ell in Road Lanham MD 20706 17a, CONTRACTOR/ CODE 829429369 I ,Ac1L1TYI 111a. PAYMENT WILL BE. MADE By CODE 1,\RC/ASD/IPP OFFEROR CODE BABEL STREET INC. ARC/ASD/IPP 1818 LIBRARY ST STE 500 Submit invoices via the RBSTON VA 20190-6274 Invoice Processing Platform at WWW. ipp. gov Inquiries call 304-480-8000 #7 TELEPHONE NO. _ 17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFF<ER 1Bb. SUBMIT INVOIC5S TO ~DDRloSS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED SEE ADDENDUM 19. 20. 2L 22. 23. 24 ITEM NO, SCHEDULE. OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT The purpose of this contract is to procure a new s1.1bscriptiort with Babel Street, Inc. for products Babel X and Locate X, for: the Office of Foreign Assets Control (OFAC). The total value if all Options are exercised lS $154,982.00. Period of Performance: 7/15/2021 through 7/14/2022 (plus four 12-month option periods). (Use Reverse and/or Attach Additional Sheets as Necessary) 26. ACCOUNTING AND APPROPRIATION DATA 1 26. TOTAL AWARD AMOUNT (For Govt. Use Only/ See schedule $28,900.00 27a. SOLICITATION INCORPORATE.SBY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52,212-5 ARE ATTACHED. ADDENDA :X 271>. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA -; ARE = ARE NOT ATTACHED (b)~~8, CONT CTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 1 0 ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER '--il>.t:l:iff:M$ SET FORiH OR OTHERWISE ID~NTIFIED ABOVE AND ON ANY ADDITIONAL ~JECT TO THE TERMS AND CONDITIONS SPECIFIED. ype orprlnl) AUTHORIZED FOR LOCAL REPRODUCTION PREVIOUS EDITION IS NOT USABLE 30c. DATE SIGNED 07/1512021 - ARE X ARE NOT ATTACHED. 29. AWARD OF CONTRACT: OFFER DATED _______ . YOUR OFFER ON SOLICITATION (BLOCK 5), INCLUDLNG ANY ADDITIONS OR CHANGES IJCH ARE SET F'OR'rH HEREIN. IS ACCEPTED AS TO ITEMS: 31a. UNITED STATES OF AMERICA {SIGNATURE OF CONTRACTING OFFICER/ 31b. NAME OF CONTRACTING OFFICER (Type orpn'nl) ARK C. GREEN 31 c. DATE SIGNED STANDARD FORM 1449 (REV. 2/2012) Pre.scribed by GSA - FAR (48 CFR) 53.212

19. 20. ITEM NO, SCHEDULE OF SUPPLIES/SERVICES Period of Performance: 07/15/2021 to 07/14/2022 21. 22. 23. OIJANTITY UNIT UNIT PRICE 2 of 34 24, AMOUNT 0001 Base: 7/15/2021-7/14/2022 Subscriptions to Babel Street Inc. (Total: $28,900.00) 28,900.00 (b)(4) (b)(4) (b)(4) 0002 (b)(4) (b)(4) b 4 Code: BXC-001-001) (1 user license): ate X (Product Code: BLX-001-001) (1 user license): Obligated Amount: $28,900.00 Accounting Info: TDO1804OB2121XX-2021-61000001-260103-TDOT204030000 -TDOTFAC032-XXXXXXXXXXXX-TDO041l~XXXXXXXXX-XXXX-XX xxxxxxxxxx-xxxxxxxxxxxx-xxxxxxxxx-xxxxxxxxx Funded: $28,900.00 -7/14/2023 Subscriptions to Inc.(T= Code: BXC-001-001) (1 user license): Kacre~-Locate X (Product Code: (1 user license): ?--...------, Option Line Item) Continued 32a. QUANTITY IN COLUMN 21 HAS BEEN RECEIVED INSPECTED _J ACCEPTED, AND CONFORMS TO THE CONTRACT. EXCEPT AS NOTED: 0.00 32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE I32c DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 321. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE 33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERJFIEO 36. PAYMENT 37. CHECK NUMBER CORRECT FOR n COMPLETE - PARTIAL - FINAL 0 PARTIAL ~ FINAL - 38. SIR ACCOUNT NUMBER 39. SIR VOUCHER NUMBER 40. PAID BY 41e. I CERTIFY THISACCOUNTIS CORRECT AND PROPER FOR PAYMENT 42a. RECEIVED BY /Print/ 41 b. SIGNATURE ANO TITLE OF CERTIFYING OFFICER 41c.OATE 42b. RECEIVED AT (Location/ 42c. DATE REC'D (YY/MM/0D) 142d. TOTAL CONTAINERS STANDARD FORM 1449 (REV·. 212012) BA.CK

EFERENCE NO. OF DOCUMENT SEING CONTINUED CONTINUATION SHEET 2032832 lC000 2 0 NAME OF OFFEROR OR CONTRACTOR BABEL STREET INC. ITEM NO. (A) (b)(4) {b)@.)03 SUPPLIES/SERVICES (B) Accounting Info: TD01804DB2222XX-2022-61000001-260103-TDOT204030000 -TDOTFAC032-XXXXXXXXXXXX-TD00411-XXXXXXXXX-XXXX-X 1 xxxxxxxxxx-xxxxxxxxxxxx-xxxxxxxxx-xxxxxxxxx Funded: $0.00 Option 2: =/14/2024 Subscriptions LO ~-------B_abe 1 Street Inc • L ----------- I {b)(4) (b)(!:lP 0 4 Data Package - 'L'Orcti-w...._X_ (ProducL Code: BLX-0 -001) (1 user license): AmounL: OpLion Line Item) Accounting Info: TD01804DB2323XX-2023-61000001-260103-TDOT204030000 -TDOTFAC032-XXXXXXXXXXXX-TD00411-XXXXXXXXX-XXXX-XX xxxxxxxxxx-xxxxxxxxxxxx-xxxxxxxxx-xxxxxxxxx Funded: $0. 00 i7'.,...,,~L4-7/14/2025 Subscriptions to I n c . 1 =-::::::::: (b)(4) 1. Babel X Subscn. roduct Code: ~~_X_4_) ___ B_XC-001-001) (1 user license)=~-----~ (b)(4) (b)(!lb0S . Data Package BLX-0 01) (1 Amount:! ~ user lopLion Line Item) Accounting Info: TD01804DB2424XX-2024-61000001-260103-TDOT204030000 -TDOTFAC032-XXXXXXXXXXXX-TD00411-XXXXXXXXX-XXXX-X xxxxxxxxxx-xxxxxxxxxxxx-xxxxxxxxx-xxxxxxxxx Funded: $0. 00 25-7/14/2026 Subscriptions to ~-------B_abel Street Inc. I ---------- I (b)(4) 1. Babel X Subscri ~---...._s_x_c-001-001) Continued ... (1 user license):~ ~ NSN 7540-01-152-8067 QUANTITY UNIT UNIT PRICE (C) (D) (E) PAGE OF 3 34 AMOUNT (F) OPTIONAL FORM 336 (4-86) Spoosore-d by GSA FAR (48 CFRI 53.110 0.00 0.00 0.00

EFERENCE NO. OF DOCUMENT BEING CONTINUED CONTINUATION SHEET 2032 H32 lC000 2 0 NAME OF OFFEROR OR CONTRACTOR BABEL STREET INC. ITEM NO. (A) SUPPLIES/SERVICES (B) Amount: $33,166.00(Option Line Item) Accounting Info: TDO1804DB2525XX-2025-61000001-260103-TDOT204030000 -TDOTFAC032-XXXXXXXXXXXX-TDO0411-XXXXXXXXX-XXXX-X xxxxxxxxxx-xxxxxxxxxxxx-xxxxxxxxx-xxxxxxxxx Funded: $0. 00 The total amount of award: $154,982.00. The obligation for this award is shown in box 26. NSN 7540-01-152-8067 QUANTITY UNIT UNIT PRICE (C) (D) (E) PAGE OF 4 34 AMOUNT (F) OPTIONAL FORM 336 (4-86) Sponsored by GSA FAR (48 CFR) 53.110

Contracct 2032H321C00020 4 of 34 PART I - SCHEDULE ...................................................................................................................... 5 SECTION B - SUPPLIES OR SERVICES ................................................................................ 5 B.1 Schedule of Services ........................................................................................................ 5 B.2 Invoicing and Payment Instructions ............................................................................. 6 PART II - CONTRACT CLAUSES .............................................................................................. 11 Terms and Conditions .............................................................................................................. 11 Attachment 1 Terms and Conditions, Babel.. ............................................................................. 35

Contract 2032H321C00020 5 of 34 PART I-SCHEDULE SECTION B - SUPPLIES OR SERVICES B.l Schedule of Services The Offeror shall provide pricing for Babel X and Locate X subscription services as follows: LINE I SCHEDULE OF SUPPLIES/SERVICES PRICE ITEM Base Period: July 15, 2021 throueh July 14, 2022 ~ 0001 I Babel X Subscription with Data Package - Locate X * I ~ I Base Period Subtotal: Option Period 1: July 15, 2022 throueh July 14, 2023 ~ 0002 I Babel X Subscription with Data Packa2e - Locate X * I ,,,,.- Option Period l Subtotal: Option Period 2: July 15, 2023 tbroueb July 14, 2024 ~ 0003 I Babel X Subscription with Data Package - Locate X * I __,,/" Option Period 2 Subtotal: Option Period 3: July 15, 2024 throueb July 14, 2025 ~ 0004 I Babel X Subscription with Data Package - Locate X * I ,,,,,.,- Option Period 3 Subtotal: Option Period 4: July 15, 2025 through July 14, 2026 ,,,,,,,,,, 0005 I Babel X Subscription with Data Package - Locate X * I ,,,,,.,- Option Period 4 Subtotal: TOTAL POTENTIAL CEILING $154,982.00 (IF ALL OPTIONS ARE EXERCISED) *Babel Xis a Commercial Item Saas subscription subject to End User Subscription Terms which are attached l(b)(4) I ~ l(b)(4) I ~ l(b)(4) I ~ l(b)(4) I / I

Contract 2032H321C00020 6 of 34 B.2 Invoicing and Payment Instructions (a) Invoices shall be submitted electronically to www.ipp.gov. (b) An electronic copy shall also simultaneously be submitted to the COR and the Contracting Officer. (c) Submission of proper invoices shall be rendered on a percentage complete basis in an amount equal to the value of the work performed. (d) Each invoice submitted shall be suppo1ted by appropriate documentation. Documentation necessary to substantiate an invoice shall include, but is not limited to project name and number, invoice number, percent complete, original contract amount, modification amounts, retainage amount and percent cumulative), cost of materials used this invoice, value of work in place, contractor name, and contract number. Such documentation shall meet the approval of the Contracting Officer. DTAR 1052.232-7003 - Electronic Submission of Payment Requests (Apr 2015) (a) Definitions. As used in this clause- (1) "Payment request" means a bill, voucher, invoice, or request for contract financing payment with associated supporting documentation. The payment request must comply with the requirements identified in FAR 32.905(b ), "Content oflnvoices" and the applicable Payment clause included in this contract. (b) Except as provided in paragraph ( c) of this clause, the Contractor shall submit payment requests electronically using the Invoice Processing Platform (IPP). Information regarding IPP, including IPP Customer Support contact information, is available at www.ipp.gov or any successor site. ( c) The Contractor may submit payment requests using other than IPP only when the Contracting Officer authorizes alternate procedures in writing in accordance with Treasury procedures. ( d) If alternate payment procedures are authorized, the Contractor shall include a copy of the Contracting Officer's written authorization with each payment request. (End of clause) Electronic Invoicing and Payment Requirements for the Invoice Processing Platform (IPP) Invoice Processing Platform (IPP) is a secure web-based electronic invoicing and payment infonnation service available to all Federal agencies and their suppliers. The preferred method for invoicing through September 30, 2012 is through IPP. Effective October 1, 2012 invoicing through IPP will be mandatory for all new contract awards. Additional infonnation regarding IPP may be found at the IPP website address https://www.ipp.gov. Contractor assistance with

Contract 2032H321C00020 7 of 34 enrollment can be obtained by contacting the Bureau of the Public Debt's IPP Team at 304-480- 8000, Option 7 or the IPP Help desk via e-mail at [email protected] or via phone at (866) 973-3131. Electronic Invoicing and Payment Requirements Vendor invoices submitted electronically through IPP should be in the proper format and contain the required information for payment processing. A "proper invoice" must meet the minimum standards specified in FAR 32.905(b) in order to be approved for payment. Under this contract, the following documents are required to be submitted as an attachment to the invoice: Payment and Invoice Questions For payment and invoice questions, contact the Accounting Services Division at (304) 480-8000 option 7 or via e-mail at [email protected] Waivers If the Contractor is unable to utilize IPP for submitting payment requests starting on October 1, 2012 then a waiver form must be completed in advance and submitted via mail or e-mail for review and approval by the Contracting Officer (see Attachment I). Adobe Acrobat Portable Document Format (PDF) and Microsoft Word are acceptable formats for submitting waivers electronically. The vendor will be notified in a reasonable number of days as to whether their waiver has been approved or rejected. If the waiver is granted, then a copy of the waiver must be submitted with each invoice that the vendor submits to the payment office. (End of Clause)

Contract 2032H321C00020 8 of 34 STATEMENT OF WORK Babel Street Inc. Subscriptions to Babel X and Data Package- Locate X, for the Office of Foreign Assets Control (OFAC) 1. BACKGROUND The Department of Treasury's Office of Foreign Assets Control (OFAC) is requesting a subscription to Babel Street Inc. 's Babel X Subscription and Data Package - Locate X products for mission-critical research. OF AC requires a web-based application that performs multi￾lingual, geo-enabled, and textual analytics of publicly available infonnation (PAI) and open source intelligence (OSINT). This service is needed to provide real-time, actionable intelligence via persistent monitoring and analysis of open-source, web-based data sources, through advanced statistical, linguistic, and crowd sourcing techniques including monitoring and analysis of cellphone ad-tech data. This capability is especially needed for OF AC's targeting operations and sanctions enforcement. The Office of Global Targeting (OGT) is OFAC's operational and investigative arm for implementing its sanctions programs. To do so, OGT requires a wide anay of global data sets to research malign activity and identify malign actors, conduct network exploitation, examine corporate structures, and determine beneficial ownership, among other requireme 2. SCOPE The purpose of this requirement is for Babel Street Inc. to provide the following subscription services to the Office of Foreign Assets Control (OF AC): I, BabelX Subscription (Product Code: BXC-001-001): for one authorized user license, with access to five (5) Active Filters, up to fifty (50) active Babel Channels, and 1.,000 Public Records Searches, and virt11al training via Babel University. 2. Data Package - Locate X (Product Code: BLX-001-001): for the customer-requested data package for the. Babel X Subscription, procured on the Customer's behalf through Babel Street. (b)(4)

Contract 2032H321C00020 9 of 34 The contractor shall provide online access to the digital libraries specified in the contract vehicle. 3. APPLICABLE DOCUMENTS NIA 4. SPECIFIC TASKS The contractor shall provide online subscription services via the Babel Street website platform, 24 hours a day, 7 days a week. 5. GOVERNMENT-FURNISHED EQUIPMENT AND GOVERNMENT-FURNISHED INFORMATION NIA 6. PLACE OF PERFORMANCE Services will be available online via the contractor's website. The license will be used at workstations in the Main Treasury and Annex buildings, and on government issued computers for employees who telework. 7. PERIOD OF PERFORMANCE Base Period: 7/15/2021 - 7/14/2022 Option Period 1: 7/15/2022 - 7/14/2023 Option Period 2: 7/15/2023 - 7/14/2024 Option Period 3: 7/15/2024- 7/14/2025 Option Period 4: 7/15/2025 - 7/14/2026 8. INSPECTION AND ACCEPTANCE NIA 9. WORK HOURS Online service is available 24 hours a day/7 days a week.

Contract 2032H321C00020 10 of 34 10. SECURITY Information is unclassified and does not require DD Form 250. 11. 508 COMPLIANCE This service must meet industry standards to comply with 508 rngulations.

Contract 2032H321C00020 11 of 34 PART II -CONTRACT CLAUSES Terms and Conditions FAR 52.252-2- Clauses Incorporated by Reference (Feb 1998) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): http:/ /farsite.hill.af.miVfarsite.hhnl (End of clause) The following clauses are incorporated by reference: Federal Acquisition Regulation (48 CFR Chapter 1) Clauses Number Title Date 52.204-19 INCORPORATION BY REFERENCE OF DEC 2014 REPRESENTATIONS AND CERTIFICATIONS 52.204-13 SYSTEM FOR AW ARD MANAGEMENT OCT 2018 MAINTENTANCE 52.204-18 COMMERCIAL AND GOVERNMENT ENTITY AUG 2020 CODE MAINTENANCE 52.217-8 OPTION TO EXTEND SERVICES NOV 1999 52.232-40 PROVIDING ACCELERATED PAYMENTS TO DEC 2013 SMALL BUSINESS SUBCONTRACTORS FAR 52.212-5 - Contract Terms and Conditions Required to Implement Statutes or Executive Orders- Commercial Items (Jan 2021) (a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items: (1) 52.203-19, Prohibition on Requiring Ce1iain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)). (2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115- 91). (3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (Aug 2020) (Section 889(a)(l)(A) of Pub. L. 115-232).

Contract 2032H321C00020 12 of 34 (4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015). (5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553). (6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)). (b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incoiporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items: _ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (June 2020), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402). _ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Jun 2020) (41 U.S.C. 3509)). _ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (Jun 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009 .) _K_ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jun 2020) (Pub. L. 109-282) (31 U.S.C. 6101 note). _ (5) [Reserved]. (6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of Div. C). _ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (Pub. L. 111-117, section 743 of Div. C). _K_ (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Jun 2020) (31 U.S.C. 6101 note). _ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct2018) (41 U.S.C. 2313). (10) [Reserved]. (11) (i) 52.219-3, Notice ofHUBZone Set-Aside or Sole-Source Award (Mar 2020) (15 U.S.C. 657a). _ (ii) Alternate I (Mar 2020) of 52.219-3.

Contract 2032H321C00020 13 of 34 _ ( 12) (i) 52.219-4, Notice of Price Evaluation Preference for HUB Zone Small Business Concerns (Mar 2020) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a). (ii) Alternate I (Mar 2020) of 52.219-4. ( 13) [Reserved] _ (14) (i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2020) (15 U.S.C. 644). _ (ii) Alternate I (Mar 2020) of 52.219-6. _ (15) (i) 52.219-7, Notice of Partial Small Business Set-Aside (Nov 2020) (15 U.S.C. 644). (ii) Alternate I (Mar 2020) of 52.219-7. (16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)). _ (17) (i) 52.219-9, Small Business Subcontracting Plan (Jun 2020) (15 U.S.C. 637(d)(4)). _ (ii) Alternate I (Nov 2016) of 52.219-9. _ (iii) Alternate II (Nov 2016) of 52.219-9. _ (iv) Alternate III (Jun 2020) of 52.219-9. _ (v) Alternate IV (Jun 2020) of 52.219-9 _ (18) (i) 52.219-13, Notice of Set-Aside of Orders (Mar 2020) (15 U.S.C. 644(r)). _ (ii) Alternate I (Mar 2020) of 52.219-13. _ (19) 52.219-14, Limitations on Subcontracting (Mar 2020) (15 U.S.C. 637(a)(l4)). _ (20) 52.219-16, Liquidated Damages-Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)( 4)(F)(i)). _(21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Mar 2020) (15 U.S.C. 657f). _X_ (22) (i) 52.219-28, Post Award Small Business Program Representation (Nov 2020) ( 15 U.S.C. 632(a)(2)). _ (ii) Alternate I (MAR 2020) of 52.219-28.

Contract 2032H321C00020 14 of 34 _ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (Mar 2020) (15 U.S.C. 637(m)). _ (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (Mar2020) (15 U.S.C. 637(m)). _ (25) 52.219-32, Orders Issued Directly Under Small Business Reserves (Mar 2020) (15 U.S.C. 644(r)). _ (26) 52.219-33, Nonmanufacturer Rule (Mar 2020) (15U.S.C. 637(a)(l 7)). _X_ (27) 52.222-3, Convict Labor (Jun 2003) (E.O.11755). _ (28) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Jan2020) (E.O.13126). _L (29) 52.222-21, Prohibition of Segregated Facilities (Apr 2015). _X_ (30) (i) 52.222-26, Equal Opportunity (Sep 2016) (E.O.11246). _ (ii) Alternate I (Feb 1999) of 52.222-26. _ (31) (i) 52.222-35, Equal Opportunity for Veterans (Jun 2020) (38 U.S.C. 4212). _ (ii) Alternate I (Jul 2014) of 52.222-35. l (32) (i) 52.222-36, Equal Opportunity for Workers with Disabilities (Jun 2020) (29 U.S.C. 793). (ii) Alternate I (Jul 2014) of 52.222-36. _ (33) 52.222-37, Employment Reports on Veterans (Jun 2020) (38 U.S.C. 4212). _ (34) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496). l (35) (i) 52.222-50, Combating Trafficking in Persons (Oct 2020) (22 U.S.C. chapter 78 and E.O. 13627). _ (ii) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627). _ (36) 52.222-54, Employment Eligibility Verification (Oct 2015). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803 .)

Contract 2032H321C00020 15 of 34 _ (37) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.) _ (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.) __ (38) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O. 13693). __ (39) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (Jun 2016) (E.O. 13693). _ (40) (i) 52.223-13, Acquisition ofEPEAT®-Registered Imaging Equipment (Jun 2014) (E.O.s 13423 and 13514). (ii) Alternate I (Oct 2015) of 52.223-13. _ (41) (i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (Jun 2014) (E.O.s 13423 and 13514). _(ii) Alternate I (Jun2014) of52.223-14. _ (42) 52.223-15, Energy Efficiency in Energy-Consuming Products (May 2020) (42 U.S.C. 8259b). _ (43) (i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (Oct 2015) (E.O.s 13423 and 13514). _ (ii) Alternate I (Jun 2014) of 52.223-16. _K_ (44) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (Jun2020) (E.O. 13513). _ (45) 52.223-20, Aerosols (Jun 2016) (E.O. 13693). _ (46) 52.223-21, Foams (Jun 2016) (E.O. 13693). (47) (i) 52.224-3 Privacy Training (Jan 2017) (5 U.S.C. 552 a). (ii) Alternate I (Jan 2017) of 52.224-3. _ (48) 52.225-1, Buy American-Supplies (Jan2021) (41 U.S.C. chapter 83). _ (49) (i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (Jan 2021)(41 U.S.C.chapter83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C.

Contract 2032H321C00020 16 of 34 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110- 138, 112-41, 112-42, and 112-43. _ (ii) Alternate I (Jan 2021) of 52.225-3. _ (iii) Alternate II (Jan 2021) of 52.225-3. _ (iv) Alternate III (Jan 2021) of 52.225-3. _ (50) 52.225-5, Trade Agreements (Oct 2019) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note). _K_ (51) 52.225-13, Restrictions on Certain Foreign Purchases (Jun 2008) (E.O. 's, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury). _ (52) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302Note). _ (53) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150). _ (54) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov2007) (42 U.S.C. 5150). _ (55) 52.229-12, Tax on Certain Foreign Procurements (Jun 2020). (56) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 u.s.c. 4505, 10 u.s.c. 2307(t)). _ (57) 52.232-30, Installment Payments for Commercial Items (Jan 2017) (41 U.S.C. 4505, 10 U.S.C. 2307(±)). _X_ (58) 52.232-33, Payment by Electronic Funds Transfer-System for Award Management (Oct2018) (31 U.S.C. 3332). _ (59) 52.232-34, Payment by Electronic Funds Transfer-Other than System for Award Management (Jul 2013) (31 U.S.C. 3332). (60) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C. 3332). _ (61) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a). _ (62) 52.242-5, Payments to Small Business Subcontractors (Jan 2017) (15 U.S.C. 637(d)(13)). _ (63) (i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631).

Contract 2032H321C00020 _ (ii) Alternate I (Apr 2003) of 52.247-64. _ (iii) Alternate II (Feb 2006) of 52.247-64. 17 of 34 (c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items: _ (l) 52.222-41, Service Contract Labor Standards (Aug 2018) (41 U.S.C. chapter67). _ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67). _ (3) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (Multiple Year and Option Contracts) (Aug 2018) (29 U.S.C. 206 and 41 U.S.C. chapter 67). _ (4) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (May 2014) (29U.S.C.206 and 41 U.S.C. chapter 67). _ (5) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May 2014) (41 U.S.C. chapter 67). _ (6) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements (May 2014) (41 U.S.C. chapter 67). _ (7) 52.222-55, Minimum Wages Under Executive Order 13658 (Nov 2020). _ (8) 52.222-62, Paid Sick Leave Under Executive Order 13706 (Jan 2017) (E.O. 13706). _ (9) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Jun 2020) (42 u.s.c. 1792). (d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, as defined in FAR 2.101, on the date of award of this contract, and does not contain the clause at 52.215-2, Audit and Records-Negotiation. (1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor's directly pe1tinent records involving transactions related to this contract.

Contract 2032H32100020 18 of 34 (2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR subpa1t 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved. (3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law. (e) (1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph ( e )(1) in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause- (i) 52.203-13, Contractor Code of Business Ethics and Conduct (Jun 2020) (41 U.S.C. 3509). (ii) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)). (iii) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115- 91). (iv) 52.204-25, Prohibition on Contracting for Ce1tain Telecommunications and Video Surveillance Services or Equipment. (Aug 2020) (Section 889(a)(l)(A) of Pub. L. 115-232). (v) 52.219-8, Utilization of Small Business Concerns (Oct2018) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds the applicable threshold specified in FAR l 9.702(a) on the date of subcontract award, the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities. (vi) 52.222-21, Prohibition of Segregated Facilities (Apr 2015). (vii) 52.222-26, Equal Opportunity (Sep 2015) (E.O.11246). (viii) 52.222-35, Equal Opportunity for Veterans (Jun 2020) (38 U.S.C. 4212). (ix) 52.222-36, Equal Opportunity for Workers with Disabilities (Jun 2020) (29 U.S.C. 793).

Contract 2032H321C00020 19 of 34 (x) 52.222-37, Employment Reports on Veterans (Jun 2020) (38 U.S.C. 4212). (xi) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40. (xii) 52.222-41, Service Contract Labor Standards (Aug 2018) (41 U.S.C. chapter 67). (xiii) (A) 52.222-50, Combating Trafficking in Persons (Oct 2020) (22 U.S.C. chapter 78 and E.O 13627). (B) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627). (xiv) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May2014) (41 U.S.C. chapter 67). (xv) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements (May 2014) (41 U.S.C. chapter 67). (xvi) 52.222-54, Employment Eligibility Verification (Oct 2015) (E.O. 12989). (xvii) 52.222-55, Minimum Wages Under Executive Order 13658 (Nov 2020). (xviii) 52.222-62, Paid Sick Leave Under Executive Order 13706 (Jan 2017) (E.O. 13706). (xix) (A) 52.224-3, Privacy Training (Jan 2017) (5 U.S.C. 552a). (B) Alternate I (Jan 2017) of52.224-3. (xx) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note). (xxi) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Jun 2020) (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6. (xxii) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) ( 46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64. (2) While not required, the Contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations. (End of clause)

Contract 2032H321C00020 20 of 34 (A) 52.203-13, Contractor Code of Business Ethics and Conduct (Jun 2020) (41 U.S.C. 3509). (B) 52.203-15, Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (Jun 2010) (Section 1553 of Pub. L. 111-5). (C) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115- 91). (D) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (Aug 2020) (Section 889(a)(l)(A) of Pub. L. 115-232). (E) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subconh·acts to small business concerns) exceeds the applicable threshold specified in FAR 19.702(a) on the date of subcontract award, the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities. (F) 52.222-21, Prohibition of Segregated Facilities (Apr 2015). (G) 52.222-26, Equal Opportunity (Sep 2016) (E.O. 11246). (H) 52.222-35, Equal Opportunity for Veterans (Jun 2020) (38 U.S.C. 4212). (I) 52.222-36, Equal Opportunity for Workers with Disabilities (Jun 2020) (29 U.S.C. 793). (J) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40. (K) 52.222-41, Service Contract Labor Standards (Aug 2018) (41 U.S.C. chapter 67). (L) _ (1) 52.222-50, Combating Trafficking in Persons (Oct 2020) (22 U.S.C. chapter 78 and E.O 13627). _K_ (2) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627). (M) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Conh·acts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May 2014) (41 U.S.C. chapter 67). (N) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements (May 2014) (41 U.S.C. chapter 67). (0) 52.222-54, Employment Eligibility Verification (Oct 2015) (Executive Order 12989).

Contract 2032H321C00020 (P) 52.222-55, Minimum Wages Under Executive Order 13658 (Nov 2020). (Q) 52.222-62, Paid Sick Leave Under Executive Order 13706 (Jan 2017) (E.O. 13706). (R) (1) 52.224-3, Privacy Training (Jan 2017) (5 U.S.C. 552a). (2) Alternate I (Jan 2017) of 52.224-3. 21 of 34 (S) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note). (T) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (Jun 2020) (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6. (U) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241 (b) and 10 U.S.C. 2631 ). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64. FAR 52.217-9- Option to Extend the Term of the Contract (Mar 2000) (a) The Government may extend the term of this contract by written notice to the Contractor within 45 days of contract expiration; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension. (b) If the Government exercises this option, the extended contract shall be considered to include this option clause. ( c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 60 months or 5 years. (End of clause) DTAR 1052.210-70- Contractor Publicity (Apr 2015) The Contractor, or any entity or representative acting on behalf of the Contractor, shall not refer to the supplies or services furnished pursuant to the provisions of this contract in any news release or commercial advertising, or in connection with any news release or commercial advertising, without first obtaining explicit written consent to do so from the Contracting Officer. Should any reference to such supplies or services appear in any news release or commercial advertising issued by or on behalf of the Contractor without the required consent, the Government shall consider institution of all remedies available under applicable law, including

Contract 2032H321C00020 22 of 34 31 U.S.C. 333, and this contract. Further, any violation of this clause may be considered as part of the evaluation of past performance. (End of clause) DTAR 1052.212-4- Contract Terms and Conditions-Commercial Items (Deviation 2017- 00001) (Jul 2018) ( e) Definitions. (1) The clause at FAR 52.202-1, Definitions, is incorporated herein by reference. (2) As used in this clause, "Commercial supplier agreements" means terms and conditions customarily offered to the public by vendors of supplies or services that meet the definition of commercial item set forth in FAR 2.101 and intended to create a binding legal obligation on the end user. Commercial supplier agreements (CSA) are particularly common in information technology acquisitions, including acquisitions of commercial computer software and commercial technical data, but they may apply to any supply or service. The term applies- (i) Regardless of the format or style of the document. For example, a CSA may be styled as standard terms of sale or lease, Terms of Service (TOS), End User License Agreement (EULA), or another similar legal instrument or agreement, and may be presented as part of an offer or quotation responding to a solicitation; (ii) Regardless of the media or delivery mechanism used. For example, a CSA may be presented as one or more paper documents or may appear on a computer or other electronic device screen during a purchase, software installation, other product delivery, registration for a service, or another transaction. (s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order: (1) The schedule of supplies/services. (2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, Unauthorized Obligations, and Commercial Supplier Agreements-Unenforceable Clauses paragraphs of this clause, (3) The clause at 52.212-5. (4) Addenda to this solicitation or contract, including any license agreements for computer software. (5) Solicitation provisions if this is a solicitation. (6) Other paragraphs of this clause.

Contract 2032H321C00020 (7) The Standard Form 1449. (8) Other documents, exhibits, and attachments. (9) The specification. (u) Unauthorized Obligations 23 of 34 (1) Except as stated in paragraph ( e) of this clause, when any supply or service acquired under this contract is subject to any CSA as defined in DTAP 1002.101, that includes any language, provision, or clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341 ), the following shall govern: (i) Any such language, provision, or clause is unenforceable against the Government. (iii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the CSA. If the CSA is invoked through an "I agree" click box or other comparable mechanism (e.g., "click-wrap" or "browse-wrap" agreements), execution does not bind the Government or any Government authorized end user to such clause. (iv) Any such language, provision, or clause is deemed to be stricken from the CSA. (2) Paragraph (u)(l) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures. (w) Commercial supplier agreements -unenforceable clauses. When any supply or service acquired under this contract is subject to a CSA, the following language shall be deemed incorporated into the CSA. As used herein, "this agreement" means the CSA: (1) Notwithstanding any other provision of this agreement, when the end user is an agency or instrumentality of the Government, the following shall apply: (i) Applicability. This agreement is a part of a contract between the commercial supplier and the Government for the acquisition of the supply or service that necessitates a license (including all contracts, task orders, and delivery orders under FAR part 12). (ii) End user. This agreement shall bind the Government as end user but shall not operate to bind a Government employee or person acting on behalf of the Government in his or her personal capacity. (iii) Law and disputes. This agreement is governed by Federal law.

Contract 2032H321C00020 (A) Any language purporting to subject the Government to the laws of a U.S. state, U.S. territory, district, or municipality, or a foreign nation, except where Federal law expressly provides for the application of such laws, is hereby deleted. 24 of 34 (B) Any language requiring dispute resolution in a specific forum or venue that is different from that prescribed by applicable Federal law is hereby deleted. (C) Any language prescribing a different time period for bringing an action than that prescribed by applicable Federal law in relation to a dispute is hereby deleted. (iv) Continued performance. The supplier or licensor shall not unilaterally revoke, terminate, or suspend any rights granted to the Government except as allowed by this contract. If the supplier or licensor believes the Government to be in breach of the agreement, it shall pursue its rights under the Contract Disputes Act or other applicable Federal statute while continuing performance as set forth in paragraph (d) of this clause. (v) Arbitration; equitable or injunctive relief. In the event of a claim or dispute arising under or relating to this agreement, a binding arbitration shall not be used unless specifically authorized by agency guidance, and equitable or injunctive relief, including the award of attorney fees, costs or interest, may be awarded against the Government only when explicitly provided by statute (e.g., Prompt Payment Act or Equal Access to Justice Act). (vi) Updating tenns. (A) After award, the contractor may unilaterally revise terms if they are not material. A material change is defined as: (1) Terms that change Government rights or obligations; (2) Terms that increase Government prices; (3) Terms that decrease overall level of service; or (4) Terms that limit any other Government right addressed elsewhere in this contract. (5) Terms do not limit any other Government rights addressed elsewhere in this contract. (B) For revision that will materially change the terms of the contract, the revised commercial supplier agreement must be incorporated into the contract using a bilateral modification. (C) Any agreement terms or conditions unilaterally revised subsequent to award that are inconsistent with any material term or provision of this contract shall not be enforceable against the Government, and the Government shall not be deemed to have consented to them. (vii) No automatic renewals. If any license or service tied to periodic payment is provided under this agreement (e.g., annual software maintenance or annual lease term), such license or service

Contract 2032H321C00020 25 of 34 shall not renew automatically upon expiration of its current term without prior express consent by an authorized Government representative. (viii) Indemnification. Any clause of this agreement requiring the commercial supplier or licensor to defend or indemnify the end user is hereby amended to provide that the U.S. Department of Justice has the sole right to represent the United States in any such action, in accordance with 28 U.S.C.516. (ix) Audits. Any clause of this agreement permitting the commercial supplier or licensor to audit the end user's compliance with this agreement is hereby amended as follows: (A) Discrepancies found in an audit may result in a charge by the commercial supplier or licensor to the Government. Any resulting invoice must comply with the proper invoicing requirements specified in the underlying Government contract or order. (B) This charge, if disputed by the Government, will be resolved through paragraph (d) of this clause; no payment obligation shall arise on the part of the Government until the conclusion of the dispute process. (C) Any audit requested by the commercial supplier or licensor will be performed at the commercial supplier's or licensor's expense, without reimbursement by the Government and must be performed within the parameters of the Government's security procedures. (D) The Contractor must notify the Contracting Officer of any audit request. (x) Taxes or surcharges. Any taxes or surcharges which the commercial supplier or licensor seeks to pass along to the Government as end user will be governed by the terms of the underlying Government contract and, in any event, must be submitted to the Contracting Officer for a determination of applicability prior to invoicing unless specifically agreed to otherwise in the underlying contract. (xi) Non-assignment. This agreement may not be assigned, nor may any rights or obligations thereunder be delegated, without the Government's prior approval, except as expressly permitted under paragraph (b) of this clause. (xii) Confidential information. If this agreement includes a confidentiality clause, such clause is hereby amended to state that neither the agreement nor the contract price, as applicable, shall be deemed "confidential information." Issues regarding release of "unit pricing "will be resolved consistent with the Freedom oflnformation Act. Notwithstanding anything in this agreement to the contrary, the Government may retain any confidential information as required by law, regulation or its internal document retention procedures for legal, regulatory or compliance purposes; provided, however, that all such retained confidential information will continue to be subject to the confidentiality obligations of this agreement.

Contract 2032H321C00020 26 of 34 (2) If any language, provision, or clause of this agreement conflicts or is inconsistent with the preceding paragraph (w)(l) of this clause, the language, provisions, or clause of paragraph (w)(l) of this clause shall prevail to the extent of such inconsistency. (End of Clause) DTAR 1052.224-70- Contract Publication (Oct 2018) (a) The Department of the Treasury (Treasury) may, at its sole discretion, publish this contract or portions thereof, including orders issued under the contract when deemed in the best interest of the Government. (b) To afford the Contractor an opportunity to review and propose redactions for any information contained in the Treasury contact that may be subject to a FOIA exemption, the Contractor may submit, within ten business ( 10) days from the date of award of this contract or any order issued under the contract- (1) A pdf file of the fully executed contract or order that is suitable for publication and which includes all Contractor proposed redactions (e.g, trade secrets or any commercial or financial information that the Contractor believes to be privileged or confidential business information) and. (2) A written statement identifying the portions of each proposed redactions, including the applicable exemption under the Freedom oflnformation Act (FOIA), 5 U.S.C. 552, and, in the case of FOIA Exemption 4, 5 U.S.C. 552(b)(4), shall demonstrate why the information is considered to be a trade secret or commercial or financial information that is privileged or confidential. (c) Treasury will consider the Contractor's proposed redactions and associated grounds for nondisclosure prior to making a determination as to what information may be properly withheld for purposes of publication this contract or portions thereof. ( d) The Contractor may submit a request to the CO for additional time to complete the action prescribed by paragraph (b) of this clause. The lack of action by the Contractor will be deemed by the Government as there being no information in the Treasury contact subject to a FOIA exemption. (e) Information provided by the Contractor in response to this clause may itself be subject to disclosure under the FOIA. (End of clause) DTAR 1052.232-39- Unenforceability of Unauthorized Obligations (Deviation 00002) (Apr 2018) (a) Definition. As used in this clause-

Contract 2032H321C00020 27 of 34 "Commercial supplier agreements" means terms and conditions customarily offered to the public by vendors of supplies or services that meet the definition of commercial item set forth in FAR 2.101 and intended to create a binding legal obligation on the end user. Commercial supplier agreements (CSA) are particularly common in information technology acquisitions, including acquisitions of commercial computer software and commercial technical data, but they may apply to any supply or service. The term applies- (!) Regardless of the format or style of the document. For example, a CSA may be styled as standard terms of sale or lease, Terms of Service (TOS), End User License Agreement (EULA), or another similar legal instrument or agreement, and may be presented as part of an offer or quotation responding to a solicitation; (2) Regardless of the media or delivery mechanism used. For example, a CSA may be presented as one or more paper documents or may appear on a computer or other electronic device screen during a purchase, software installation, other product delivery, registration for a service, or another transaction. (b) Except as stated in paragraph ( c) of this clause, when any supply or service acquired under this contract is subject to any CSA, that includes any language, provision, or clause requiring the Government to pay any future fees, penalties, interest, legal costs or to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern: (1) Any such language, provision, or clause is unenforceable against the Government. (2) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the CSA. If the CSA is invoked through an "I agree" click box or other comparable mechanism (e.g., "click-wrap" or "browse-wrap" agreements), execution does not bind the Government or any Government authorized end user to such clause. (3) Any such language, provision, or clause is deemed to be stricken from the CSA. ( c) Paragraph (b) of this clause does not apply to indemnification or any other payment by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures. (End of clause) IR1052.239-9000 Section 508 Information, Documentation and Support (Dec 2019) In accordance with 36 CFR, Appendix C to Part 1194, the information and communication technology (ICT) products and product support services documentation furnished in performance of this contract shall be provided at no additional cost. The contractor shall provide information, documentation, and support relative to the supplies and services as described in the statement of

Contract 2032H321C00020 work, perfonnance work statement or statement of objectives (select one). The following technical standards and provisions have been determined to be applicable to this contract: X Chapter 6: Support Documentation and Services X 601 General X 601.1 X 602 Support Documentation X 602.1 X 602.2 X 602.3 X 602.4 X 603 Support Services X 603.1 X 603.2 X 603.3 (End of clause) IR1052.239.9001 Section 508 Conformance (Dec 2019) 28 of 34 Each information and communication technology (ICT) product and/or product related service delivered under the terms of this contract, at a minimum, shall conform to the applicable accessibility standards at 3 6 CFR, Appendix C to Part 1194 at the level of conformance as specified in the Attachment entitled, VPA T in the contract file. The following technical standards have been determined to be applicable to this contract: _ Chapter 4: Hardware 401 General 401.1 _ 402 Closed Functionality _ 402.1 _ 402.2(1-6) _ 402.3 _ 402.4 _ 402.5 403 Biometrics 403.1 _ 404 Preservation of Information Provided for Accessibility 404.1

Contract 2032H321C00020 _ 405 Privacy 405.1 406 Standard Connections 406.1 _ 407 Operable Parts 407.1 407.2 _ 408 Display Screens 408.1 409 Status Indictors 409.1 _ 410 Color Coding 410.1 408.2 _ 411 Audible Signals 411.1 407.3 408.3 _ 412 ICT with Two-Way Communication 412.1 412.2 412.3 407.4 412.4 _ 413 Closed Caption Processing Technologies 413.1 _ 414 Audio Description Processing Technologies 414.1 407.5 412.5 _ 415 User Controls for Captions and Audio Descriptions 415.1 _ Chapter 5: Software 29 of 34 407.6 407.7 407.8 412.6 412.7 412.8

Contract 2032H321C00020 501 General 501.1 _ 502 Interoperability with Assistive Technology _ 502.1 _ 502.2 _ 502.3 _ 502.4(A-G) _ 503 Applications 503.1 503.2 503.3 _ 503.4 _ 504 Authoring Tools 504.1 504.2 504.3 504.4 _Chapter 7: Referenced Standards 701 General 701.1 _ 702 Incorporation by Reference 702.1 702.2 702.3 702.4 702.9 _ 702.10 702.5 30 of 34 702.6 702.7 702.8 The standards do not require the installation of specific accessibility-related software or the attachment of an assistive technology device, but merely require that the ICT be compatible with such software and devices so that it can be made accessible if so required by the agency in the future. The following functional performance criteria (36 CFR Chapter 3) apply to this contract. X Chapter 3: Functional Performance Criteria X 301 General X 301.1 X 302 Functional Performance Criteria X 302.1 X 302.2 X 302.3 X 302.4 X 302.5 X 302.6 X 302.7 X 302.8 X 302.9 (End of clause)

Contract 2032H321C00020 31 of 34 IR1052.239.9002 Section 508 Services (Dec 2019) All contracts, solicitations, purchase orders, delivery orders and interagency agreements that contain a requirement of services which will result in the delivery of a new or updated infom1ation and communication technology (ICT) item/product must conform to the applicable provisions of the appropriate technical standards in 36 CFR, Appendix C to Pait 1194, and functional performance criteria in 36 CFR Chapter 3, unless an agency exception to this requirement exists at E202 General Exceptions . The following technical standards and provisions have been determined to be applicable to this contract: _ Chapter 4: Hardware 401 General 401.1 _ 402 Closed Functionality _ 402.1 _ 402.2(1-6) _ 402.3 _ 402.4 _ 402.5 403 Biometrics 403.1 _ 404 Preservation of Info1mation Provided for Accessibility 404.1 _ 405 Privacy 405.1 406 Standard Connections 406.1 _ 407 Operable Parts 407.1 407.2 _ 408 Display Screens 408.1 408.2 407.3 407.4 407.5 408.3 407.6 407.7 407.8

Contract 2032H321C00020 409 Status Indictors 409.1 _ 410 Color Coding 410.1 _ 411 Audible Signals 411.1 _ 412 ICT with Two-Way Communication 412.1 412.2 412.3 412.4 _ 413 Closed Caption Processing Technologies 413.1 _ 414 Audio Description Processing Technologies 414.1 412.5 _ 415 User Controls for Captions and Audio Descriptions 415.1 _ Chapter 5: Software 501 General X 501.1 _502 Interoperability with Assistive Technology _ 502.1 _ 502.2 _ 502.3 _ 502.4(A-G) _ 503 Applications 503.1 503.2 503.3 503.4 _ 504 Authoring Tools _504.1 504.2 504.3 _504.4 32 of 34 412.6 412.7 412.8

Contract 2032H321C000620 _ Chapter 7: Referenced Standards 701 General X 701.1 _ 702 Incorporation by Reference _ 702.1 702.10 702.2 _ 702.3 702.4 33 of 34 702.5 702.6 702.7 702.8 702.9 The standards do not require the installation of specific accessibility-related software or the attachment of an assistive technology device, but merely require that the ICT be compatible with such software and devices so that it can be made accessible if so required by the agency in the future. The following functional performance criteria (36 CFR Chapter 3) apply to this contract. X Chapter 3: Functional Performance Criteria X 301 General X 301.1 X 302 Functional Performance Criteria X 302.1 X 302.2 X 302.3 X 302.4 X 302.5 X 302.6 X 302.7 X 302.8 X 302.9 (End of clause) Order Administration In no event shall any understanding or agreement, order modification, change order, or other matter in deviation from the terms of this order between the Contractor and a person other than the Contracting Officer be effective or binding upon the Government. The Contracting Officer is the only person authorized to make or approve any changes in any of the requirements of this order and, notwithstanding any provisions contained elsewhere in this order, the said authority remains solely with the Contracting Officer. In the event the Contractor makes any changes at the discretion of any person other than the Contracting Officer, the change will be considered to have been made without authority and no

Contract 2032H321C00020 34 of 34 adjustment will be made in the order price to cover any increase in the costs incurred as a result thereof. (End of Clause)

BABEL STREET, INC. Attatchment 1 End User Subscription Terms By agreeing to these Babel Street, Inc. ("Babel Street") End User Subscription Terms (the "Terms") pursuant to the applicable Order Form [as defined below), Customer (as defined below) acknowledges and agrees that these terms govern any and all use of the Application and the relationship with Babel Street. These Terms shall be effective as of the date set forth on the applicable Order Form (the "Effoctive Date"). 1. DEFfNITIONS. In addition to other terms defined elsewhere in these Terms, the terms below are defined as follows: 1.1. 1.2. 1.3. 1.4, "Agreement'' shall mean, collectively, these Terms, any Order Form (inducting add-on Order Forms), and any schedules, exhibits, or aclde.ncla thereto (together, "Addenda") with respect to Babel Street products or services. "Application" means the Babel Street application[s) listed 011 an Order Form, as such application(s) may be updated from time to time by Babel Street in its sole discretion, but spelifically excludes Data Feeds and Third-Party Data (as defined in the Exhibit A and Exhibit B, respectively, hereto). "Authorized User" me.ans an employee of Customer or independent contractor to CU$tome.r tl,at (a) is authorized by Custome1· and permitted by Babel Street to access or use the Applic:at1on, and [b) has completed tl1e then-current Babel Street n·aining 011 the use of the Application. An Authorized User does not acquire individual rights in the Application other than the right to access and use such Application on Customer's behalf and pursuant to the rights granted to Customer a11d subject to the terms and conditions herein. "Confidential Information" shall have the meaning set forth in Section 9.1 below. 1.5. "Customer" means the U.S. Government as represented by a government "Orqering Activity" or other authorized contrac,ting entity named rn any Order Form. 1.6. "FAR" means the Federal Acquis.ition Regulations as currently in effect 1.7. "Fees'' means any and all fees payable (a) directly by Customer to Babel Street, or (b] indirectly on behalf of Customer to Babel Street through a procurement agent, in connection with each Order Form. 1.8. "Online Account" means the authorized access into the Application as established in accordance with Section 2.2. hereof for use by any particular Authorized User, and includes any applicable controls. permissions and data unique to such user. 1.9. "Online Accou.nt Access Information" means the private access information (for example. username and password) used by each Authorized User of the Application to access his/he1· individual Online Account. 1.10. "Order Form" means [a) one or more order form(s) signed by Customer, (bl one or more order form(s) signed on behalf of a Customer by a procttrement agent, ( c) a Government-issued conn·act, -award, or purchase order specifically referencing these Terms, or (d) a directive to secure one or more Subscrlptions under a pre-existing agreement hetween a Customer and a procurement agent, which des·crihes Customer's Subscription (including the term and price U1ereot) hereunder. 1.11. "Privacy Policy" means Babel Street's then-current Privacy Policy (.ww:u babelstreet;.<;jlw/Jega)/priyacyuo)i..y.wll), as the same may be updated from time to time, 1,12. "Subscription" means the dghts granted by Babel Street to Customer to access a11d use the Application(s), pursuant to the Agreement 1 of 10 2. RIGHT TO USE; CONDITIONS OF USE; OWNERSHIP 2.1. Righ.L to Use. 2.1.1. Grant of Right. Subject to the Agreement, Babel Street grants to Customer a limited, nontransferable, nonexclusive, revocable (as set forth herein) right to access and use, and to permit J\uthorfzed Users to access and use, the Application solely for Customer's Internal use, without any further right to use, sublicense, distribute, transfer, or transmit the Application or any portion thereof. Babel Street reserves all rights in and to the Applicationfs) not expressly granted in the Agreement Without limiting the generality of the foregoing. the rfght to access and use the Application(s) granted herein does not cover any underlying components of the Applicationfs), Babel Sn·eet's underlying application engines. or any other component ofEhe Application or the operating environment within which the Application operates tliat is not intended by Babel Street for access by any Authortzed User. 2.1.2. Condition of Rights. The rights granted herein, and Customer's use of the Application, are conditioned upon Customer's compliance with the terms and conditions of d1e Agreement, including, but not limited to, the timely paymentof all applicable Fees. Failure to comply with such terms may result in revocation of the foregoing rights and termination [in whole or in part) of the Agreement. 2.2. Protection of Online Account Access Information. Babel Street will supply Customer with the means to criiate private Online Account Access In.formation for its Authorized Users, subject to the limitations set forth In the applicable Order Form. Online Accounts are designed for p1ivate use and should only be accessed through the Authorized User's Online Account Access lnfoTmation, Customer is fully responsible for the protection and confidentiality of !ts J\uthorfzed Users' Online Account Access Information. Customer acknowledges and agrees that Customer Is responsible for all use of the Application made through Customer's Online Accounts by any person and for insuring that all use of Customer's Online Accounts is for authorized purposes only and complies fully With the provisions of the Agreement. Customer agrees to promptly notify Babel Street of any unauthorized use of any Online Acco,mt Access Information or any other breach of security, assist in pr·eve.nting any recttrrence thereof, cooperate fully tn any proceedings urtdertaken to protect the rights of Babel Street, and be responsible for any harm resulting from Customer's failure to carry out the fore.going responsibilities. 2.3. Internet Connectivity; Disclaimer. Babel Sn·eet (either itself or through a third party) Will make the Application avaflable for access via the Internet (e.g., v1a a browser and/or a mobile application). Customer shall provide, at Ct1stomer's own expense, all necessary hardware, applications and connectivity necessary to access the Application. Cuslomeracknowledges that connectivity to the lnterhet ls known to be unpredictable in performance and may, from time to tim1:, impede access to the Application or performance hereunder. Customer agrees that Babel Street is not in any way responsible for any interference wid1 Customer's use of or access to, and/or the performance of, the Application arising from or attributable to connectivity to the Internet. 2.4. Restrictions. Without a separate written agreement with Babel Street, Customer must not do or attempt to do, or penn it others to do or attempt to do, any of the following: (a) possess, download, copy or prtnt the Application or any pa~t or the Application, 1ndud1ngbut not limited any component which comprises the Application; [b) view, read, modify, port, adaptor create derivative worl<softhe Application or any component thereof; (c) reverse compile, reverse assemble, disassemble or print the Applic;ition's sottrce code or object code or other runtime objects or files related to the Application or otherwise reverse engineer, modify or copy tlw look and feel, functionality or

user interface of any portion of the Application; ( d) permit use of, or grant access to, the Application to any third party (including outsourcers performing work for Customer); (e) rent, lease, distribute (or redistribute), provide or otherwise make available the Application, in any form, to or for the benefit of any third party (including in any service bureau or similar environment); (I) use or access the Application or any portion or component thereof on behalf of any other third party (whether on an outsourcing, service bureau, or other basis); (g) share any Online Account or Online Account Access Information with third pa1ties; (h) create any "links" to or "frame" or "mirror" the Application or any portion thereof; (i) defeat, disable or circumvent any protection mechanism related to the Application, 0) use the Application, or allow the transfer, transmission, export, or re-export of the Application or portion thereof, in violation of any export control laws or regulations administered by the U.S. Commerce Department or any other government agency or the data privacy provisions of any applicable jurisdiction; (k) remove or modify any copyright, trademark. proprietary rights, disclaimer or warning notice included on or embedded in any part of the Application (including any screen displays, etc.) or any other products or materials provided by Babel Street hereunder; or (I) publish, reproduce, distribute ( or redistribute), sell, or otherwise disseminate any data, information, or document retrieved through the Application (even if in the public domain) to any individual or entity outside of Customer. Under no circumstances can any content retrieved from or through the Application be resold or repackaged by Customer. In addition, Customer shall not violate or attempt to violate the security of Babel Street's (or any of its third party service provider's) networks or servers, including (i) access data not intended for Customer or log into a server or account which Customer is not authorized to access; (ii) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper written request and authorization; or (iii) attempt to interfere with service to any user, host or network, including by means of submitting a virus, overloading, flooding, spamming, mail bombing or crashing. 2.5. Suspension of Access. In addition to any other rights of Babel Street hereunder, certain circumstances may require Babel Street to suspend or terminate, as determined in Babel Street's discretion, Customer's access to and/or use of, or otherwise modify, the Application and/or any component thereof and/or any Online Account or any Online Account Access Information without notice in order to: (a) prevent damage to, or degradation of the integrity of, Babel Street's network; (b) comply with any law, regulation, cou1t order, or other governmental request or order; (c) comply with the terms of any provider of any third-party component of the Application and/or Se1vices; or (d) otherwise protect Babel Street from potential legal liability or harm to its business. Babel Street will use commercially reasonable efforts to notify Customer of such suspension or termination as soon as reasonably practicable. In the event of a suspension, Babel Street will promptly restore Customer's access to the Application or portion thereof as soon as the event giving rise to the suspension has been resolved, as determined in Babel Street's discretion. Nothing contained in the Agreement will be construed to limit Babel Street's actions or remedies or act as a waiver of Babel Street's rights in any way with respect to any of the foregoing activities. Babel Street will not be responsible for any loss or damages incurred by Customer as a result of any termination or suspension of access to or use of the Application (in whole or in part) as set forth in the Agreement. 2.6. Reservation of Rights. Except for the limited right granted in Section 2.1, as between Customer and Babel Street, Babel Street, and its third￾party suppliers, retain all intellectual property and other proprietary rights, title, and interest, express or implied, in and to the Services, the Application, and any and all information and data made available to Customer through the Application, including, but not limited to, all patent, copyright, trade secret, trade name, trademark, and other proprietary rights related to the Application that are protected under United States intellectual prope1ty laws and international treaty provisions. Any unauthorized use of any Application will result in 2 of 10 BABEL STREET, INC. End User Subscription Terms cancellation of the Agreement as well as possible civil damages and criminal penalties. Customer is not permitted to use "Babel Street, Inc.," "Babel Street," "Babel X," "Babel BOX," "Babel Channels," "Babel Synthesis," "Decipher Your World" or any other trade or service marks of Babel Street or any of its affiliates unless expressly agreed to in writing by an authorized representative of Babel Street. Babel Street and, if applicable, its third-party suppliers will own all rights in any suggestions, ideas, enhancement requests, feedback, or recommendations provided by Customer. 3. FEES AND PAYMENT. The amount of Fees payable, and the payment terms related thereto, shall be as set forth in the Order Form. 4. TERM & TERMINATION 4.1. Expiration of Rights. Customer's right to access and use the Application shall be for the period set forth in the applicable Order Form (the "Term"). At all times during the Term, and at any time Customer is accessing and/or using the Application, the Agreement shall continue to govern unless: (i) the Agreement is superseded by a revised written agreement prior to any renewal term. or (ii) the Agreement is terminated under sybsectjon 4 3. 4.2. Expiration. Unless renewed pursuant to an Order Form, and subject to the terms of Section 4.4 below, the Agreement (including the applicable Order Form) shall automatically expire and terminate at the end of the Term set forth in such Order Form; provided, that if Customer has a Subscription for more than one Application pursuant to a separate Order Form and/or has been granted an extension, then the Agreement shall continue to apply and will automatically expire and terminate upon the expiration of Customer's rights to the last Application governed under the Agreement in accordance with the terms of such Order Form. 4.3. Termination for Cause. 4.3.1. By Either Party. To the full extent permitted by the FAR, the Agreement, including all rights provided hereunder, may be terminated in whole or in part by either party for cause, if the other party fails to cure a curable breach of the Agreement within thirty (30) days of being provided with notice of such breach. 4.3.2. By Babel Street. The Agreement, including all rights provided hereunder, may be terminated by Babel Street in whole or in part for cause, in its sole discretion, (a) immediately upon notice to Customer if Customer commits an incurable breach of any of the terms or conditions of the Agreement, or (b) if any Fees remain unpaid for a period of thirty (30) days after they are due pursuant to the applicable Order Form. To the extent the foregoing sections 4.3.1 or 4.3.2 conflicts with the FAR, Babel Street shall not unilaterally revoke, terminate or suspend any rights granted to the Government except as allowed by this Agreement and the FAR. In such case, if Babel Street believes the Customer to be in breach of the Agreement, it shall pursue its rights under the Contract Disputes Act or other applicable Federal statutes while continuing performance as set forth. 4.3.3. Termination of the Agreement by Babel Street pursuant to this sybsectjon 4 3 will not require payment of a refund to Customer and will not affect: (a) Customer's obligation to pay any Fees due, whether to Babel Street or the procurement agent through which the Subscription was purchased, or (b) any remedies available to Babel Street by law or equity. 4.4. Effect of Expiration or Termination. Upon any expiration or termination of the Agreement, all rights granted to Customer thereunder will immediately terminate and Babel Street will have the right to immediately and indefinitely suspend Customer's access to and use of the Application without further notice to Customer. The following sections will su1vive the expiration or termination: subsections 2.4, 2.6, 4.3, 4.4, 6.3, 7.3, 7.4, and 7.5, and Sections 1, 3, 5, 6, 8, 9 and 10 of the Terms. Section 4 of Exhibit A. and Section 3 of Exhibit B.

5. SUPPORT AND TRAINING. Babel Street will offer product support (described in Section 5.1) and training (described in Section 5.2) for the Application (collectively referred to herein as "Support"). The Babel Street Customer Experience ("CX") Team provides Support and training through Babel University. Babel Street's learning management system. Babel Street reserves the right to modify its Support policies and procedures from time to time. 5.1. Support. Support includes (a) answering questions and providing a reasonable level of guidance to Customer about the Application, and (b) troubleshooting and workaround assistance. Customer must provide details sufficient for CX to reproduce any reported issue, including a detailed description of the issue, screenshots, and any other information reasonably requested. CX does not provide support for software, hardware, or any other technology developed by third parties. Babel Street provides support Monday through Friday from 08:00 - 18:00 Eastern Time (U.S.) unless premium support has been purchased. 5.2. Training. Babel Street provides a number of training and onboarding options for Authorized Users. Included with each Subscription is access to Babel University. Babel University offers self-paced training via a series of learning paths designed for each user level. Babel Basics, the core learning path, is required for all Authorized Users and upon successful completion, Online Account Access Information for the Application is issued for each such Authorized User. Alternative initial training and/or supplemental training may be purchased under a separate Order Form at daily fixed rates. Alternative or supplemental training may be provided at Babel Street's training facility in Virginia or at Customer's chosen location. Travel costs are additional and based on Customer's location. Virtual or In-person alternative training must be scheduled with Babel Street at least thirty (30) days in advance. 6. CUSTOMER REPRESENTATIONS AND WARRANTIES 6.1. Customer Responsibilities. Customer understands, agrees and acknowledges that: 6.2. 6.1.1. As between Customer and Babel Street, Customer will be responsible for determining the accuracy of any and all content accessed and results received through the Application, including, but not limited to, any translations thereof; 6.1.2. Customer will neither inquire nor rely upon Babel Street for any legal or other professional or expert advice of any kind, and Customer acknowledges and agrees that data, records, and/or other information accessible through the Application may be unsuitable for use in legal or administrative proceedings; 6.1.3. As between Customer and Babel Street, Babel Street is not responsible for any liability arising from Customer's failure to receive information in a timely manner through the Application and/or any component thereof; and 6.1.4. Customer is fully and solely responsible for: (a) selection of adequate and appropriate products to satisfy Customer's needs and achieve Customer's intended results; (b) all results obtained from the Application; (c) selecting, obtaining and maintaining all hardware, software, computer capacity, Internet service, program and system resources and other equipment and utilities needed for access to and use of the Application, and for all costs associated therewith; and ( d) selection, use of, and results obtained from any other programs, computer equipment or services used with the Application, and ( e) any and all decisions made by Customer based on and/or in connection with its use of the Application. Customer's Representations. Customer represents, warrants and covenants that: 6.2.1. Customer is accessing and using the Application solely for Customer's own use and not for the benefit of any third party, except as otherwise expressly permitted pursuant to the 3 of 10 BABEL STREET, INC. End User Subscription Terms applicable Order Form; 6.2.2. Customer will not use the Application to create or enhance a product, service or database that competes with Babel Street or the Application; 6.2.3. Customer is responsible for complying with all rules, regulations and procedures of local, state, federal and foreign authorities applicable to Customer and its business, and Customer's use of the Application and any information provided and/or accessed in connection with the Agreement and/or the Application shall in all cases comply with all applicable federal, state and local and foreign laws and regulations; 6.2.4. Customer will be solely responsible for compliance with the Agreement by the Authorized Users, including ensuring and being solely responsible for the use of any data obtained through the Application; 6.2.5. Customer is not prohibited by any law, regulation, or third￾party agreement from ordering the Applications; 6.2.6. Customer will not otherwise violate the rights of any third party while accessing and/or using the Application; 6.2.7. Customer will not use the Babel Street Application or any information obtained from Babel Street, in whole or in part, for the purpose of determining an individual's eligibility for credit, insurance, or employment or for any other purpose identified in Section 604 of the FCRA (15 U.S.C. § 1681b) (as defined below); and 6.2.8. Customer is authorized to handle Personal Data (as defined in Section 10. 7) and make such data available and retrievable by Babel Street for uses set out in the Agreement, including through ensuring appropriate notice, consent and transfer mechanisms, including by Customer referring individuals to the Babel Street Privacy Policy ( notwithstanding Babel Street's ability and right, to which Customer agrees, to provide notice, its Privacy Policy and choice mechanisms separately to individuals). 6.3. Security. During the term of this Agreement, Babel Street will maintain compliance with the standards set forth in NIST 800-171 and ISO 27001. CUSTOMER ACKNOWLEDGES THAT SECURITY SAFEGUARDS BY THEIR NATURE ARE CAPABLE OF CIRCUMVENTION AND THAT BABEL STREET DOES NOT AND CANNOT GUARANTEE THAT THE APPLICATION AND/OR ANY INFORMATION AND DATA CONTAlNED THEREIN CANNOT BE ACCESSED BY UNAUTHORIZED PERSONS CAPABLE OF OVERCOMING SUCH SAFEGUARDS. Babel Street shall not be responsible or liable for any such unauthorized access nor shall any such unauthorized access constitute a breach by Babel Street of its confidentiality obligations hereunder. 7. BABEL STREET WARRANTIES 7.1. 7.2. Babel Street's General Warranties. Babel Street represents and warrants that: (a) it has title to the Application and the right to grant Customer the rights to use the Application as set forth herein; and (b) Babel Street has not knowingly inserted into the Application any virus or similar device to erase data. Customer's sole and exclusive recourse and remedy, and Babel Street's sole, exclusive and entire liability, for (i) a breach of item (a) by Babel Street shall be the exercise of Customer's indemnity rights under sybsectjon 7 2 below, and (ii) a breach of item (b) shall be to terminate the Agreement, in which event Babel Street shall issue Customer a pro-rata refund of the portion of the pre-paid subscription Fee applicable to the terminated portion of the applicable Term. Indemnification by Babel Street. 7.2.1. Subject to the other terms and conditions set forth herein, Babel Street agrees to indemnify Customer (by paying for

7.3. damages finally awarded against Customer or any amounts payable in any settlement entered into by Customer in compliance with the Agreement) against any claims, demands, actions or proceedings by any third parties alleging that Customer's use of the Application itself (but specifically excluding any claim, demand, action or proceeding in any way related to or in connection with any content accessible in connection therewith) as permitted herein infringes or violates any third party's issued United States patent, trademark or trade secret; provided that: (a) Babel Street is notified promptly in writing of the claim; (b) Babel Street has the right to intervene in the proceedings at its own expense and with counsel of its choice; and ( c) Customer cooperates reasonably, assists and gives Babel Street all reasonably required information in connection with the defense or settlement of the claim. For the avoidance of doubt, any clause of this Agreement requiring Babel Street to defend and have the sole right to exercise control in any such actions on behalf of the Customer is hereby amended to provide that the U.S. Department of Justice has the sole right to represent the United States in any such action in accordance with 28 U.S.C. 516. 7.2.2. Babel Street's indemnity obligations under sybsectjon 7.2.1 hereof will not apply if and to the extent that they arise from or relate to: (a) the access or use of the Application in any manner other than as permitted hereunder; (b) the use of the Application in combination with any intellectual property, services, reports, documentation, hardware, software, data or technology supplied by any person other than Babel Street; or ( c) any data, information, content, or other intellectual property supplied by Customer, an Authorized User, or otherwise made available through the Application. 7.2.3. If any Application becomes, or in Babel Street's opinion, is likely to become, the subject of a third party claim covered by Babel Street's indemnification obligations under subsection 7.2.1, then Babel Street may, in its sole discretion and at its sole cost and expense: (a) procure for Customer the right to continue using such Application; (b) modify the infringing portion of the Application so as to render it non-infringing but still appropriate for its intended use under the Agreement; or (c) replace the infringing portion of the Application with non￾infringing items with substantially similar functionality. If Babel Street reasonably determines that none of the foregoing is commercially practicable, then Babel Street may elect to terminate the Agreement and grant Customer a pro-rata refund of the portion of the pre-paid subscription Fee applicable to the terminated portion of the applicable Term. This Section 7 .2.3 states Babel Street's entire liability and the sole and exclusive remedy of Customer for any claim of infringement or other violation of any intellectual property rights. Limited Warranty. EXCEPT AS STATED IN SUBSECTION 7.1, THE APPLICATION, SUPPORT, AND ANY THIRD-PARTY SOFTWARE, DATA, AND INFORMATION ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. BABEL STREET DISCLAIMS AND EXCLUDES ANY AND ALL OTHER WARRANTIES INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF QUALITY, TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SUITABILITY, ACCURACY, COMPLETENESS, OR FITNESS FOR A PARTICULAR PURPOSE, IRRESPECTIVE OF ANY COURSE OF DEALING OR PERFORMANCE, CUSTOM OR USAGE OF TRADE. BABEL STREET DOES NOT WARRANT THAT THE APPLICATION OR ANY COMPONENT THEREOF WILL BE UNINTERRUPTED, THAT THEIR USE OR OPERATION WILL BE ERROR OR DEFECT FREE, THAT THE APPLICATION OR ANY COMPONENT THEREOF WILL ALWAYS BE ACCESSIBLE OR AVAILABLE, OR THAT ALL APPLICATION DEFECTS WILL BE CORRECTED. BABEL STREET SHALL HAVE NO LIABILITY FOR, THE SELECTION, USE AND SUITABILITY OF THE APPLICATION. NO EMPLOYEE OR AGENT OF BABEL STREET OR ANY OF ITS SUBSIDIARIES OR AFFILIATES IS AUTHORIZED TO MAKE ANY STATEMENT THAT ADDS TO OR AMENDS ANY OF THE WARRANTIES OR LIMITATIONS 4 of 10 7.4. BABEL STREET, INC. End User Subscription Terms CONTAINED IN THIS AGREEMENT WITHOUT THE PARTIES MUTUAL WRITTEN AGREEMENT. Limitation ofLiability and Damages. NEITHER PARTY (AND IN THE CASE OF BABEL STREET, ITS AFFILIATES. SUPPLIERS. AND LICENSORS) WILL HAVE ANY LIABILITY TO THE OTHER OR ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY CONTRACTOR, AGENT, AFFILIATE OR CLIENT OF CUSTOMER) FOR ANY LOSS OF PROFITS, SALES, BUSINESS, DATA. OR OTHER INCIDENTAL, CONSEQUENTIAL, OR SPECIAL LOSS OR DAMAGE, INCLUDING EXEMPLARY AND PUNITIVE DAMAGES, OF ANY KIND OR NATURE RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO A PARTY'S BREACH OF A PARTY'S INTELLECTUAL PROPERTY RIGHTS AS SET FORTH HEREIN. THE CUMULATIVE, AGGREGATE LIABILITY OF BABEL STREET AND ITS AFFILIATES, SUPPLIERS AND LICENSORS TO CUSTOMER OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER UNDER THE ORDER FORM IN CONNECTION WITH WHICH SUCH CLAIM AROSE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY HEREUNDER. THE LIMITATION OF LIABILITY AND TYPES OF DAMAGES STATED IN THE AGREEMENT ARE INTENDED BY THE PARTIES TO APPLY REGARDLESS OF THE FORM OF LAWSUIT OR CLAIM A PARTY MAY BRING, WHETHER IN TORT, CONTRACT OR OTHERWISE, AND REGARDLESS OF WHETHER ANY LIMITED REMEDY PROVIDED FOR IN THE AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. 7.5. Third-Party Products. The Application may contain code, content, features, functionality, and components that are provided by third parties. Furthermore, the Application may require data and information from third parties in order to work properly, and such third-party data and information may not always be accessible. ANY BABEL STREET-PROVIDED THIRD-PARTY PRODUCTS SHALL BE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND BY BABEL STREET. ALL RIGHTS AND OBLIGATIONS WITH RESPECT TO SUCH THIRD-PARTY PRODUCTS SHALL BE GOVERNED EXCLUSIVELY BY THE TERMS AND CONDITIONS OF AGREEMENTS PROVIDED BY THE SUPPLIERS AND/OR LICENSORS OF SUCH THIRD-PARTY PRODUCTS AND CUSTOMER HEREBY RELEASES BABEL STREET FROM ALL LIABILITY AND RESPONSIBILITY WITH RESPECT THERETO. 8. DISPUTE RESOLUTION 8.1. Force Majeure. Neither party hereto shall be held liable for the failure to perform any obligation, or for the delay in performing any obligation, arising out of or in connection with the Agreement if such failure or delay results from or is contributed to by any cause beyond the reasonable control of such party including, but not limited to, failures or delays caused by the act or omission of any governmental authority, fire, flood, failures of third party suppliers, acts or omissions of carriers, transmitters, providers of telecommunications or Internet services, vandals, hackers or other event beyond such party's reasonable control. 8.2. Jurisdiction. This Agreement is governed by Federal Law. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply in any respect to the Agreement or to the parties in general. The parties further agree that the Uniform Computer Information Transactions Act or any version thereof ("UCITA") shall not apply to the Agreement, any Order Form or any Services provided thereunder (including the Application). To the extent that UCITA is applicable, the Parties agree to opt out of the applicability of UCITA pursuant to the opt￾out provision(s) contained therein. 8.3. Remedies. Customer acknowledges that the Application and other proprietaty information of Babel Street are unique and that,

in the event of any breach of the Agreement by Customer, Babel Street may not have an adequate remedy at law, and will be entitled to seek injunctive or other equitable relief without the necessity of proving actual damages. Unless specifically stated otherwise elsewhere in the Agreement, the rights and remedies of a party to the Agreement shall be construed as cumulative, and not exclusive of any other right or remedy, which said party might otherwise have in the event of breach or default in the terms hereof. 8.4. Notices. All notices, demands, consents or requests given by a party hereto must be in writing and sent by delivery via a third party, nationally recognized tracked express mail service, postage prepaid, addressed to either Customer's billing address or Babel Street, Inc., 1818 Library Street, Suite 500, Reston, VA 20190 Attn: President. 8.5. Enforceability. In the event that any of the provisions, or portions thereof, of the Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions and portions thereof of the Agreement shall not be affected thereby. 8.6. Waiver. A party's failure or delay to require compliance with the conditions of the Agreement, or to exercise any right provided herein, shall not be deemed a waiver by such party of such condition or right. A waiver made in writing on one occasion is effective only in that instance and only for the purpose that it is given and is not to be construed as a waiver on any future occasion. 9. CONFIDENTIALITY 9.1. Nonuse and Nondisclosure. 9.1.1. If applicable, the parties shall protect any and all Confidential Information exchanged in connection with the Agreement in accordance with the Mutual Non-Disclosure Agreement executed by the parties prior to the Effective Date (the "NDA") and in effect during the Term. In the event of any conflict between the terms and conditions of the Agreement and any amendment thereto and the terms and conditions of the N DA, then the terms and conditions of the NDA shall govern. Nothing in the Agreement shall modify or supersede the NDA. 9.1.2. In the event that no NDA is in effect between the parties, then during the term hereof and for four ( 4) years after termination or expiration of the Agreement, any and all information that is or reasonably should be understood to be confidential, proprietary or generally not available to the public and that is conveyed before or after the Effective Date by the disclosing party to the recipient, whether orally, in writing, electronically, by demonstration, or by magnetic or other media, including, but not limited to, the terms of Customer's Order Form(s), the Application and all proprietary information in connection therewith (including, but not limited to, any and all user documentation), and any discussions between the parties regarding other potential business relationships (the "Confidential Information"), shall be held in strict confidence by the parties, and will not be used, made available or disclosed to any third party without the other party's prior written consent, except as expressly permitted hereunder. Each party also agrees to restrict dissemination of such Confidential Information to only those persons in their respective organizations or third-party consultants or service providers who have a need to know such Confidential Information to perform or otherwise fulfill the obligations under the Agreement. Each party will be deemed to have fulfilled its confidentiality obligations under this Section 9 if it affords the other party's Confidential Information at least the same degree of care it takes in protecting its own confidential information from unauthorized disclosure (but in no event using less than a reasonable degree of care). Babel Street acknowledges that Federal agencies are subject to the Freedom of Information Act (FOIA) and some information may be released despite being 5 of 10 BABEL STREET, INC. End User Subscription Terms characterized as "confidential". To the extent possible, Customer will notify Babel Street of such FOIA request and provide Babel Street an opportunity to provide input. 9.2. Exceptions. Notwithstanding the above restrictions, neither party will have any obligation for any nonuse or nondisclosure of Confidential Information which (a) is now or subsequently enters the public domain through means other than a breach of the terms of the Agreement; (b) is lawfully obtained from a third party without an obligation of confidentiality; (c) is independently developed by such party or is already lawfully in the possession of the receiving party free of any obligation of confidence to the other party; or (iv) is required to be disclosed by law, by court order or by order of any government or administrative tribunal having jurisdiction over the recipient, provided that the recipient must notify the disclosing party of any such requirement prior to disclosure, if allowed under applicable law, in order to afford such other party an opportunity to seek a protective order to prevent or limit disclosure, and the recipient will reasonably cooperate with the disclosing party's efforts to obtain such protective order. 9.3. Expiration. Upon termination or expiration of the Agreement, both parties agree to destroy all copies of Confidential Information of the other party, including, without limitation, all electronically stored copies. However, each party will be entitled to retain copies of the other party's Confidential Information preserved or recorded or saved automatically to standard back-up or archival systems. Moreover, Babel Street may retain a copy of such Confidential Information for the sole purpose of and to the extent necessary for Babel Street to comply with applicable and legal, regulatory, and/or reasonable internal archival policies and requirements (with such Confidential Information otherwise remaining subject to the terms and conditions of this Sectjon 9). The disclosing party will retain all proprietary rights to the information it discloses hereunder, regardless of the expiration of the obligations under this Section 9. 10. MISCELLANEOUS 10.1. Entire Agreement. The Agreement constitutes the entire and exclusive agreement and understanding between Customer and Babel Street with respect to the Application, and/or Support to be furnished hereunder, including any representations, express or implied, with respect to the Application and/or Support, and it supersedes all prior agreements and communications between the parties (including all oral and written proposals). Notwithstanding anything to the contrary contained herein or in any terms and conditions posted within the Application. such online terms shall be of no force or effect with respect to Customer's use of the Application, and such usage shall be governed solely by the Agreement. Further, unless otherwise expressly agreed to in writing by the parties, any and all purchase orders or similar documents submitted by or on behalf of Customer to Babel Street will be for Customer's administrative purposes only and the terms and conditions contained in any such purchase order or similar document will have no force and effect and will not amend, supersede, or modify the Agreement in any manner. No supplement to, or modification or amendment of, the Agreement will be binding unless executed in writing by authorized representatives of Babel Street and Customer. 10.2. Precedence. In the event of any inconsistency or conflict between these Terms and any Order Form and/or Addendum, these Terms shall govern and control, except to the extent such Order Form or Addendum is explicit that the Terms are being amended by such Order Form and/or Addendum. Any inconsistency or conflicts between the Agreement and the FAR shall comply with the order of precedence set forth in FAR 52.212-4(s). 10.3. Contact Information. Customer agrees to always provide Babel Street with Customer's most current contact information, including Customer's address, phone number, fax number and e￾mail address.

10.4. Confirmation. Upon Babel Street's written request, Customer shall furnish Babel Street with a signed certificate verifying that Customer fs usin.g the Application pursuant to the tenns of the Agreement and the Application is being used only by Author1zed Users. 10.5. Export Restrictions. Customer is advised that the Application and content accessible through the Application may be subject to access and expott controls under United States laws and regulations, including the U.S. Export Administration Regulations. and diversfon contrary to U.S. law and regulation is prohibfted. Custome1·agrees to not directly or indirectly access, export fmport or transmit the Application and/or content accessible through the Application from or to any country, end user or for any end use that is prohibited by any applicable U.S. regulation or statute (including but not limited to those countries embargoed from time to t1me by the U.S. government or the United Nations) or by any terms of use applicable to content accessible through the Application. I 0.6. FCRA Use Prohibition. Babel Street is not a "consun-ier reporting agency," for purposes of and as defined by the Fair Credit Reporting Act (15 U.S.C. § 1681 et Seq,) ("FCRA"), and the Appl.fcatlon (including any lnformation accessible through the Appl.fcatlon) does not constitute or generate "consumer report'' information, as defined by FCRA. Customer may not use the Application, or use any infonnation accessible throttgh the Application, in whole or in part. for the purpose of determining an individual's eligibility for cred[t, insurance, or employment or for any other purpose 1dentified in Section 604 of the FCRA (15 U.S.C. § 16Blb). 10.7. Privacy. Customer agrees that Babel Street may process personal data as defined and covered by the EU General Data Protection Regulation 2016/679 ("GDPR") (such data being "Personal Data"}, obtained foi· or made available by/through Customer for the purpose of (i) providing the Application, (ii) performing the Agreement and related functions, such as billing and support, data science and product or service improvement and reporting and liii) other purposes set out in the Babel Street Privacy Policy. To the ex.tent that Babel Street ac.ts as a "processor" to Customer as a "controller"' as defined in the GDPR for purposes of Customer's access and use of the Appllcat1on., the terms of the Data Processor Addendum (www.babelstreet.com/legal/dpa.pdt) apply between the parties. In the event thete,ms of the Data Processor Addendum and this Agreement conflict, the terms of the Data Processor Addendum prevail. 10.8, Modification/Replacement of Application. .Babel Street reserves the right, in its sole discretion and without fin,tconsulting with Customer, to dfscontinue or modify the Application, any component thereof, or any content or functionality offered through the Application for any reason. If an Application is discontinued during the applicable Term. then Babel Street will. in its discretion. either: (a) provide a pro-rata refund of the portion of the pre-paid subscription P'ee applicable to the terminated pottion of the 6ot 1D BABEL STREET, INC. End User Subscription Terms applkable 1'erm; or (b) replace the discontinued product for the duration of the then-current Term with a successor product having equal or greater functionality at no additional cost to Customer. 10.9. Assignment. Neither the rights granted hereunder nor the Application may be sublic:ensed, assigned, sold, hypothecated, or transferred by Customer without the prior written coasent of Babel Street (which shall not be unreasoaably withheld ia the case ofan, internal company restructuring). Any attempt to sublicense, assign or transfer any of the rights, duties or obligations under the Agreement without the prior written consent of Babel Street shall automatically terminate the rights granted hereunder and shall be void and of no effect. To the extent permitted by the FAR, Babel Street may assign the Agreement or delegate its ciuties, 1n whole or in part, without any consent of Customer. Customer agrees that Babel Street's retention of these contractual and other legal rights is an essential part of the Agreement. 10.10. U.S. GOVERNMENT COMMERCIAL LICENSE RIGHTS. The Application is provided subject to the license granted in Section 2 above, pursuant to FAR 12.212 and/or DFARS 227.7202-l(aJ, 227.7202·3(a) and 227.7202·4. Jfand only if specifically required by U.S. federal law, the Customer and/or Authorized User may be provided with the minimum rights set out in UAR 52.227-19 [DEC 2007). To the extent any technical data is provided pursuant to these Terms and Conditions, such data is provided subject to the license gr-dnted herein pursuant to P'AR 12.211, or, if and only 1f Tequired by U.S. federal law, in accordance with the rights set forth in DFARS 227.7102·2 and DFARS 252.227-7015 (FEB 2014). In the event that any of the above referenced agency regulations are modified or superseded, the subsequent equivalent regulation shall apply. The name of the manufacmre:r is Babe.I S-n-eet, Inc., 1818 Library Street, Suite 500, ReSton. Virginia 20190. If Customer is an agency, department, or other entity of any State government, the United States Government or any other public ent1ty or funded in whole or in part by the United States Government, then Custome1· hereby agrees to protect the Application f:rom public disclosure and to consider the Application exempt from any statute, law, regulation, or code, fncluding any Sunshlne Act, Public Records Act, Freedom of Information Act, or equivalent, which pennits public access and/or use of the Application. 10.lL Data Transmission Notification. The Application may transmit to Babel Street various information relating to Customer's use of the Application, including general 'information about Customer's systems (for example, system configuration, type of internet connectivity, RAM, CPU, operating system, browser version). Babel Street may use thfs information for internal quality assurance and software error checking, to assist users with multiple offices ahd as otl,erwise uecesSary or appropriate to perfonn its obligations pursuant to this Agreement, End User Subscription Tenns (USG Form 111720)

BABEL STREET, INC. End User Subscription Terms Exhibit A Data Feed Terms The provisions of this Exhibit A shall apply to any and all content, data, and other information that Customer accesses through the Application as part of a Data Feed. 1. DEFINITIONS. In addition to other terms defined elsewhere in this Exhibit A or the Terms, the terms below are defined as follows; 1.1. "Babel Channels" means the curated Babel Street search results prov1ded by Babel Street to customers through the Appllcation as a premium Data Feed [as defined below), which seardt results are based on information received by Babel Street from certain social media communications, web sites, news outlets, and other publicly available data feeds, as such searches may modified, added, and/or deleted from time to time in Babel Sn·eet's sole discretion. Babel ChanneJs may be made available to Customer pursuant to the terms of Customer's Order Form. 1.2. "Data Feed" means such social media communications, web sites, news outlets, and other publicly and/or commercially available data feeds as Babel Street may provide through the Application to its customers generally, as such Data Feeds maybe modified from time to time in Babel Street's sole discretion. For avoiclan,e of doubt, Data Feeds are provided and accessible through, but are not part of, the Application itself, and do not include Third-Party Data. 2. DATA FEED RESTRICTIONS 2.L Customer acknowledges and agrees that other than the rights expressly granted in the Terms, neither Cusromer nor any Authorl:zed User has any further right to use, subllcense, distribute, transfer, or ttansmittheData Feeds or any portion thereof, except as expressly set forth in this Exhibit A. As between Customer and Babel Street, Babel Street reserves all rights in and to the Data Feeds, except as expressly set forth in this Exhibit A. 2.2. Customer acknowledges that (i) use of the Data Feeds within the Application is not directly attributable to Customer, (ii) exporting of data provided through the Data Feeds is not permitted tl1rougb the Applic:ation, and (iii) any use of any such data outside the Application is at Customer's own risk and is subject to the terms of use applicable to such data, Notvvithstanding the foregoing, Customer may distribute insubstantlal portions of content from the Data Feeds, provided that (a] such portion is properly attributed to the primary source of the information and the reproduction and distribution of such portion is otherwise in accordance with the tenus of use of the applicable Data Feed as described in Section 3.2,2 below, and (b) Customer does not reference, attribute, or otherwise connect Babel Street with such excerpt in any manner. 2.3. CuStomer acknowledges th<1t access to and/or use of content Within the Data Feeds may be subject to additional terms of u.se ("Supplemental Terms"), which Supplemental Terms may 1nclude, but are not limited to: (a) the Google Maps Platform Terms of Service located at https://cloud.google.com/maps-platform/terms/: (b) the You Tube AP! Services Policies located at https· //deyeJopers google com /youtube/terms/deyeloper-poHc:jes; and [c) any other third-party terms that may be provided in the Application from time to time. 3. CUSTOMER REPONSIBIUTIES 3.1. No Distribution. Without a separate written agreement with Babel Street, Customer must not nor or attempt to, nor permit others to or attempt to: (aJ use or access any Data Feed on behalf of or for the benefit of any other third party (whether on an outsourc1ng, service bureau, or other basis), including, but not limited to, to process, search, and/or evaluate any Data Feed on behalf of any third party; or (b) remove or modify any copyrfght. trademark, proprietary rights, disclaimer or warning notice 1ncluded on or embedded 111 any part of 7 of lO any Data Feed (including any screen displays, etc.]. 3.2. Compliance. Customer represents, warrants, and covenants that: 3.2.1. Customer's use of the Data Feeds shall in all cases comply with all applicable federal, state and local and foreign laws and regufations; 3.2.2. Customer shall comply with any and all terms of use applicable to any and all Data Feeds available through the Application if Customer accesses or otherwise uses such content outside of the Application; and 3.2.3. Cu.stome.r will not use any Data Feed, in whole or in part, for the purpose of determining an individual's eligibility for credit, insurance, or employment or for any other purpose identified in Sect1on 604 of the FCRA (15 U.S.C. § 1681b) (as defined below). Customer acknowledges that Babel Street is not a "consumer reporting agency," for purposes of and as defined by the Fair Credit Reporting Act (IS U.S.C § 1681 et seq,) ("FCRA'J, and the Data Feeds do not constitute or generate "consumer report" information, as defined by FCRA. Customer may not use any Data Feed, in whole or in part, for the purpose of determining an individual's eligibility for credit, insurance, or employment or for any other purpose identified in Section 604 of the FCRA l15 U.S.C. § 1681b). 4. NOW ARRANTY 4.1. Customer Acknowledgements. Customer acknowledges that: (a) Babel Street has no control over, and cannot independently verify, the accuracy of the information maintained by third-party information sources of the Data Feeds and other data that may be accessible through the Applicatio•n; (b) the internet is knoWn to be unpredictable in performance and may, from time to time, impede access to Data Feeds; and (c) certa1n circumstances may require Babel Street to suspend or terminate, as detennined in Babel Sn·eet's discretion, Customer's access to and/01: use of any Data Feed or any portion thereofwlthout notice, including, bu.t not limited to, in order to rnmply with the terms of any provider of any Data Feed. Babel Sn·eet makes no guaranties, representations or warranties as to the availability or accessibility of any Data Feeds, or tbe accuracy or completeness of contents or resu.lts or the Data Feeds, and expressly disclaims the accuracy, comprehensiveness, currency, ava11ability, and suitability of purpose of any Data Feeds or other information retrieved from or through the Application. Babel Sn·eet cannot and does not accept any liability for errors or omissions in the information provlded by third-party information providers, nor does Babel Street accept any liability in connedion with any Data Feeds and/or other information, content, or records that may contain personally identifiable informa.tion. In addition, Customer acknowledges that some Data Feeds may have limitations, may not be available to all users, or may require acknowledgement of an approved use case within the Application. 4.2. Disclaimer of Warranties. ANY AND ALL DATA FEEDS ARE PROVIDED "AS IS" AND "AS AVAfLABLE" WITHOUT WARRANTY or ANY KIND, EITHER EXPRESS OR IMPLIED. BABEL STREET DISCLAIMS AND EXCLUDES ANY AND ALL OTHER WARRANTIES INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF QUALITY, TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SUITABILITY, ACCURACY, COMPLETENESS, OR FlTNESS FOR A PARTICULAR PURPOSE, IRRESPBCTIVE OF ANY COURSE OF DEALING OR PERf.ORMANCE, CUSTOM DR USAGE OF TRADE. BABEL STREET DOES NOT WARRANT TH.AT ANY DATA FEED WILL BE lJNINTERRUPTED, THAT ANY DATA FEED WlLL BE ERROR OR DEFECT FREE, OR THAT ANY DATA FEED WILL ALWAYS BE ACCESSIBLE OR AVAILABLE. BABEL STREET WILL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS, DAMAGE OR INIURY ARISING OUT OF OR CAUSED IN WHOLE OR IN PART BY

BABEL STREET'S ACTS OR OMISSIONS (WHETHER NEGLIGENT OR OTHERWISE) IN PROCURING, COMPILING, COLLECTING, INTERPRETING, MAPPING, TRANSLATING, REPORTING, COMMUNICATING OR DELIVERING ANY DATA, DATA FEED,AND/OR OTHER INFORMATION TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT. 4.3. Hold Harmless. To the extent not prohibited by the FAR or the Anti￾Deficiency Act, Customer agrees to hold harmless Babel Street, its employees, officers, directors, agents, and affiliates against any and all liability (including damages, recoveries, deficiencies, interest, penalties and reasonable attorney's fees) relating to: (a) Customer's or any Authorized User's breach of this Exhibit; (b) Customer's use of 8of 10 BABEL STREET, INC. End User Subscription Terms any Data Feeds other than in accordance with the Agreement and/or the terms of use applicable to such Data Feed, or any intellectual property infringement relating to any other data; or (c) Customer's use of any Data Feeds. If, and only to the extent, this provision is prohibited by the FAR or the Anti-Deficiency Act, this Section 4.3 shall be of no further force or effect. 4.4. Disclaimer. Notwithstanding the anything to the contrary in Section 7.2.1 of the Agreement, in no event will Babel Street indemnify Customer for any claim, demand, action or proceeding in any way related to or in connection with any Data Feed.

BABEL STREET, INC. End User Subscription Terms ExhibitB Third-Party Data Terms The provisions of this Exhibit B shall apply to any and all content, data, data packages, and other external information that Customer accesses through the Application that constitutes or could otherwise be considered Third￾Party Data (as defined below). 1. DEFINITIONS. In addition to other terms defined elsewhere in this Exhibit B or the Terms. the terms below are defined as follows: 1.1. "Customer Data" means any and all data, information, records, and/or files that are uploaded or imported into the Application by or on behalf of Customer that Customer owns, otherwise has the right to use, or has acquired or licensed other than in connection with Customer's use of the Application. 1.2. "Third-Party Data" means (a) certain publicly and/or commercially available data, information, records, and/or files that Customer has the right to use, whether through Babel Street or a third party, that is in a format satisfactory to Babel Street and that Babel Street is able to bring into the Application, and/or (b) Customer Data. 2. CUSTOMER REPONSIBILITIES. 2.1. Acknowledgments. Customer acknowledges and agrees that: 2.1.1. Babel Street's sole obligation to Customer in connection with any Third-Party Data to provide the means by which Customer can create a connection between the Application and any such Third￾Party Data; 2.1.2. (a) Babel Street has no control over the availability, accuracy or completeness of any Third-Party Data; (b) the Third-Party Data is provided by parties other than Babel Street and may not be available at any time or when needed, and may be rendered unavailable or terminated in whole or in part at any time without prior notice; (c) the Internet is known to be unpredictable in performance and may, from time to time, impede access to the Third-Party Data, and Babel Street is not and will not be in any way responsible for any such interference with Customer's access to any Third-Party Data; and (d) exporting Third-Party Data from the Application, and/or importing Third-Party Data into the Application, may be subject to technical limitations established by Babel Street from time to time; 2.1.3. All rights and obligations with respect to Third-Party Data shall be governed by the terms and conditions of the agreements provided by the suppliers and/or licensors of such Third-Party Data, to the extent applicable, and, except to the extent prohibited by applicable federal or national laws or regulations, Customer hereby releases Babel Street from any and all liability and/or responsibility in connection with Third-Party Data, including, but not limited to, in connection with any information, content, or records that may contain personally identifiable information and/or whether any of the foregoing may be accessible via the Application; 2.1.4. Due to the varied nature of Third-Party Data and Babel Street's inability to attest to the accuracy of Third-Party Data (including any results Customer may obtain), Third-Party Data may be unsuitable for use in legal or administrative proceedings; and 2.1.S. In accordance with various national privacy and/or data protection laws, including the European Union's General Data Protection Regulation (GDPR), the availability of some Third-Party Data may be limited, and may be subject to additional terms within the Application, such as use case restrictions. 2.2. Compliance. Customer represents, warrants, and covenants that: 2.2.1. Customer's use of the Third-Party Data shall in all cases comply with (i) all applicable federal, state and local and foreign laws, rules, directives, executive orders, and regulations, as such may be amended from time to time, including, but not limited to, the Privacy Act of 1974 in the United States and any corresponding laws or regulations in Customer's home country, and (ii) wherever applicable, 9 of 10 Babel Street's Privacy Policy; 2.2.2. Customer (i) has all rights, licenses, and/or permissions necessary to access the Third-Party Data through the Application in Babel Street's environment, and to permit Babel Street to process such Third-Party Data through the Application, (ii) shall at all times comply with any and all contractual obligations. terms of use, and other usage restrictions and/or limitations applicable to any and all Third-Party Data accessible through the Application, and, (iii) to the extent applicable, has satisfactorily completed all internal legal and privacy reviews and has received appropriate approvals to receive and use the Third-Party Data; and 2.2.3. With respect to Customer Data, Customer shall not: (a) upload, transmit, or use any Customer Data that (i) Customer does not have the lawful right to copy, transmit, distribute, and display (including any Customer Data that would violate any confidentiality obligations, copyright laws, or fiduciary obligations that Customer might have with respect to the Customer Data), (ii) infringes, misappropriates or otherwise violates any intellectual property or other proprietary rights or violates any privacy rights of any third party (including, without limitation, any copyright, trademark, patent, trade secret, or other intellectual property right. or moral right or right of publicity), or (iii) is defamatory, obscene, or offensive; (b) use any Customer Data in a manner that violates, or encourages any conduct that would violate, any applicable law or regulation, including any applicable privacy laws or regulations, or would give rise to civil or criminal liability; and (c) use the Application to transmit, route, provide connections to or store any material (including, but not limited to, Customer Data) that violates or promotes the violation of any of the restrictions of this subsection. 2.3. Right to Use Third-Party Data. Babel Street does not claim any ownership rights in any Third-Party Data. However, by requesting that Babel Street make Third-Party Data available through the Application, Customer grants Babel Street the nonexclusive, worldwide, transferable right, on a royalty-free basis, to possess, store, use, copy, distribute and process Third-Party Data on Customer's behalf to perform Babel Street's obligations in connection with this Agreement, and to sublicense this right to third parties assisting Babel Street in fulfilling Babel Street's obligations hereunder. Customer represents, warrants and covenants to Babel Street that (a) Customer has all rights necessary to grant the rights set forth herein, and (b) Babel Street's processing or possession of any Third-Party Data in compliance with the foregoing shall not infringe, misappropriate or otherwise violate any intellectual property rights, or other rights, of any third party. To the extent that any Third-Party Data constitutes personal data under GDPR, Customer hereby directs Babel Street to process, handle, and store such data only to the extent requested by Customer. Babel Street reserves the right, in its sole discretion, at any time, to remove any Third-Party Data that it believes to be in violation of this Agreement. In accordance with the Terms, Customer further directs Babel Street to process, handle, and store Personal Data made available by Customer through the Third-Party Data for the purpose of (i) providing the Application, and (ii) other purposes set out in the Babel Street Privacy Policy, in each case as the same may be limited by any applicable federal or national laws or regulations. 3. DISCLAIMER. 3.1. Disclaimer of Warranties. Babel Street makes no guaranties, representations, or warranties in connection with the Third-Party Data, and expressly disclaims the accuracy, comprehensiveness, currency, availability, and suitability of purpose of any information retrieved from or through the Application, including, but not limited to, Third-Party Data. Babel Street cannot and does not accept any liability for errors or omissions in the information provided by third-party information providers, nor does Babel Street accept any liability in connection with any Third-Party Data and/or other information, content, or records that may contain personally identifiable information and/or geolocation information. In addition,

Customer acknowledges that some Third-Party Data may have limitations, may not be available to all users, or may require acknowledgement of an approved use case within the Application. ANY AND ALL THIRD-PARTY DATA IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. BABEL STREET DISCLAIMS AND EXCLUDES ANY AND ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF QUALITY, TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SUITABILITY, ACCURACY, COMPLETENESS, OR FITNESS FOR A PARTICULAR PURPOSE, IRRESPECTIVE OF ANY COURSE OF DEALING OR PERFORMANCE, CUSTOM OR USAGE OF TRADE. BABEL STREET DOES NOT WARRANT THAT THIRD-PARTY DATA WILL BE ERROR OR DEFECT FREE, OR THAT ANY THIRD-PARTY DATA WILL ALWAYS BE ACCESSIBLE OR AVAILABLE. BABEL STREET WILL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS, DAMAGE OR INJURY ARISING OUT OF OR CAUSED IN WHOLE OR IN PART BY BABEL STREET'S ACTS OR OMISSIONS (WHETHER NEGLIGENT OR OTHERWISE) IN PROCURING, COMPILING, COLLECTING, INTERPRETING, MAPPING, TRANSLATING, REPORTING, 10of 10 BABEL STREET, INC. End User Subscription Terms COMMUNICATING OR DELIVERING ANY THIRD-PARTY DATA AND/OR OTHER INFORMATION TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT. 3.2. Hold Harmless. To the extent not prohibited by the FAR or the Anti-Deficiency Act, Customer agrees to hold harmless Babel Street, its employees, officers, directors, agents, and affiliates against any and all liability (including damages, recoveries, deficiencies, interest, penalties and reasonable attorney's fees) relating to: (a) Customer's or any Authorized User's breach of this Exhibit; or (b) any and all Third-Party Data. If. and only to the extent, this provision is prohibited by the FAR or the Anti-Deficiency Act, this Section shall be of no further force or effect. 3.3. Disclaimer of Indemnity. Notwithstanding the anything to the contrary in the Terms, in no event will Babel Street indemnify Customer for any claim, demand, action or proceeding in any way related to or in connection with any Third-Party Data.

Filters SVG