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RFP No. RFP-e-Procurement 
 
Contractor’s Initials: ________ 
Amendment No. 1 
Contract No. ______________ 
Execution Copy 
AMENDMENT No. 1 OF 
PROFESSIONAL SERVICES CONTRACT  
 
         THIS AMENDMENT made as of the _______day of _____________ 2022 in the Territory 
of the Virgin Islands, by and between the Government of the Virgin Islands DEPARTMENT OF 
PROPERTY AND PROCUREMENT (hereinafter referred to as “Government”) and Periscope 
Holdings, Inc. (hereinafter referred to as “Contractor” or “Periscope”). 
Both Parties witness to being duly authorized to execute this agreement and will attest 
accordingly when and where necessary. 
WITNESSETH 
     WHEREAS, pursuant to Contract No. P063DPPT21 approved by Governor of the US Virgin 
Islands on March 17, 2021, (the “Contract”), the Government contracted with the Contractor for 
an Electronic Procurement System (“E-Procurement”) to augment aspects of the Government’s 
Enterprise Resource Planning (“ERP”) system with a cloud-based Software-as-a-Services 
(“SaaS”) eProcurement and contract management solution that supports and complies with all the 
Government’s procurement needs; and 
WHEREAS, the Contract expires pursuant to its terms on March 17, 2026; and 
WHEREAS, the Parties desire to amend the Contract, to: 
(i) 
delete all references to “contract management”, “contract management solution” and 
Periscope CLM from the Contract for Years 2 through 5 as that portion of the Solution 
and Platform shall no longer be provided by Periscope during Years 2 through 5;  
(ii) 
reduce the compensation by Seventy-Five Thousand Dollars and Zero Cents 
($75,000.00) in the annual subscription fee in Years 2 through 5 of the Contract; and 
(iii) 
add an additional 120 hours of technical design services at a cost not to exceed Twenty-
Nine Thousand One Hundred Eight Dollars and Forty Cents ($29,108.40) to support 
the financial integration of the e-procurement system and the Government’s financial 
management system in the Tyler Munis Enterprise Resource Planning System (“ERP”) 
NOW THEREFORE, for mutual and valuable consideration, the receipt and sufficiency of 
which is hereby acknowledged, the Parties hereto agree as follows: 
 
 
17th
May 
P100DPPT22

     
 
 
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RFP No. RFP-e-Procurement 
 
Contractor’s Initials: ________ 
Amendment No. 1 
Contract No. ______________ 
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TERMS AND CONDITIONS 
1. The Contract is amended by deleting all references to “contract management”, “contract 
management solution” and Periscope CLM from the Contract and associated Addenda for 
Years 2 through 5. 
 
2. The Contract is amended by deleting all of the text contained in Paragraph 3 and replacing 
it with the following:  
 
“The Government, in consideration of the satisfactory performance of the services de-
scribed in Addendum I (Scope of Services) agrees to pay the Contractor in US Dollars, an 
amount not to exceed Two Million Nine Hundred Forty Thousand Three Hundred Ninety-
Five Dollars and Sixty-Nine Cents ($2,940,395.69) in accordance with the provisions set 
forth in 1st Amended Addendum II (1st Amended Compensation) attached hereto and made 
a part of this Contract.”  
 
 
3. Paragraph 23 is hereby amended by deleting all text contained therein and replacing it with 
the following:  
 
“Addendum I, 1st Amended Addendum II, and Attachment A attached hereto are made a 
part of this Contract and incorporated herein by reference.”  
 
4. Addendum I of the Contract is hereby amended by deleting the first paragraph under Phase 
III B. Interface Development and Periscope CLM Configuration and Data Migration, 
which reads “The Contractor shall utilize its BuySpeed™ standard integration module to 
integrate with GVI’s ERP, Tyler Munis System to provide transaction and vendor data in 
a standard XML format batch or real – time processing.” and replacing it with the following 
language:   
 
"The Contractor shall utilize its BuySpeed™ standard integration module and provide ad-
ditional technical design services not to exceed one hundred twenty (120) hours to support 
the financial integration with GVI’s ERP, Tyler Munis System to provide transaction and 
vendor data in a standard XML format batch or real – time processing.” 
 
5. Addendum II of the Contract is revised by deleting all terms contained therein and inserting 
in lieu thereof all of the terms contained in 1st Amended Addendum II (1st Amended Com-
pensation) attached hereto and made a part hereof. 
 
6. This Amendment is subject to the approval of the Governor of the US Virgin Islands and 
to the appropriation and availability of funds.  
 
P100DPPT22

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7. Except as expressly amended in this Amendment No. I, all terms of the Contract remain

in full force and effect.



8. FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES

A facsimile, electronic or digital signature and initials on this Contract shall be deemed an

original and binding upon the Parties hereto.



IN WITNESS WHEREOF, the Parties have hereunto set their hands on the day and year first



above written.



GOVERNMENT OF THE VIRGIN ISLANDS



Aten 5. Cluva— 022



Anthony D. Thomas, Commissioner Date

Department of Property & Procurement



CONTRACTOR

Wark Copenbarenr 4-18-22

Mark Eigenbauer Date



President, eprocurement

mdf commerce for Periscope Holdings, Inc



APPROVED AS TO LEGAL SUFFIGQXENCY,

DEPARTMENT OF JUSTICE BY: Date 05/12/2022



Kenneth R. Case, Esq., AAG



APPROVED:

Date: Ss} 1 fe

norab be an Jr.



GOVERNOR OF THE VIRGIN ISLANDS



PURCHASE ORDER NO.



RFP No. RFP-e-Procurement Contractor’s Initials: nal

Amendment No. 1



Contract No. P1N0DPPT22

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Original

Contract

CONTRACT FOR PROFESSIONAL SERVICES



THIS AGREEMENT is made this 17th day of _ March , 2021, in the Territory of the

Virgin Islands, by and between the Government of the Virgin Islands, Department of Property and

Procurement, (hereinafter referred to as "Government" or “GVI”) and Periscope Holdings, Inc.

(hereinafter referred to as "Contractor" or “Periscope”).



WITNESSETH:



WHEREAS, the Government is in need of the services of a Contractor to provide an

Electronic Procurement System (“E-Procurement”) to augment aspects of its existing Enterprise

Resource Planning (“ERP”) System with a cloud-based Software-as-a-Service (“SaaS”)

eProcurement and contract management solution (“Solution” or “Platform”) that supports and

complies with all GVI’s Procurement laws, regulations and processes and which duties and



responsibilities are more particularly described in Addendum I (Scope of Services) attached

hereto; and



WHEREAS, the Government solicited the services under RFP No. RFP-e-Procurement

System; and



WHEREAS, the Contractor represents that it is willing and capable of providing such

services; and



NOW, THEREFORE, in consideration of the mutual covenants herein contained, and



intending to be legally bound by this written instrument, the parties hereto do covenant and agree

as follows:



1. SERVICES



The Contractor will provide the services described in Addendum I (Scope of Services) attached

hereto and made a part of this contract.



2. TERM AND EFFECTIVE DATE



This Contract shall be effective upon the date of execution of this Contract by the Governor of the

U.S. Virgin Islands and shall terminate five (5) years thereafter (the “Term”). The Government

shall have the option to renew the contract for five (5) additional one (1) year periods at the cost

stipulated in Addendum II (Compensation) for the SaaS Annual Module subscription fees, subject

to the appropriation and availability of funds, provided that the Government serve written notice

of its decisions to exercise said option at least sixty (60) days prior to the expiration of the contract

term.



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3. COMPENSATION



The Government, in consideration of the satisfactory performance of the services described in

Addendum I (Scope of Services), agrees to pay Contractor in US Dollars, a sum not to exceed

THREE MILLION TWO HUNDRED ELEVEN THOUSAND TWO HUNDRED EIGHTY-

SEVEN DOLLARS AND TWENTY-NINE CENTS ($3,211,287.29) in accordance with the



provisions set forth in Addendum II (Compensation) attached hereto and made a part of this

Contract.



4. TRAVEL EXPENSES



Inclusive of the compensation for services as specified in Paragraph 3 (Compensation) above, the

Government agrees to pay documented transportation, subsistence, lodging and other travel

expenses, while in travel status, for trips which have been authorized in writing, in advance, by the

Government. These costs shall be advanced or reimbursed on the same basis as is applicable to

non-contract employees of the Government, or as agreed to by an addendum to this Contract,

however, said costs and expenses shall not exceed TWENTY-SEVEN THOUSAND FOUR



NDRED DOLL 4

5. RECORDS



The Contractor when applicable, will present documented precise records of time and/or money

expended under this Contract.



6. PROFESSIONAL STANDARDS



The Contractor agrees to maintain the professional standards applicable to its profession and to

consultants doing business in the United States Virgin Islands.



7. DOCUMENTS, PRINTOUTS, ETC.



All documents, books, records, instructional materials, programs, printouts and memoranda of

every description derived therefrom and pertaining to this Contract shall become the property of

the Government and shall be turned over to it at the termination of this Contract, provided that

Periscope shall own and retain all right, title and interest in and to (i) each Platform, Software and

the Services and all improvements, enhancements or modifications thereto, (ii) any Software, tool,

diagram, or other resource used to access, interpret, or organize Government Data, (iii) any

software, applications, inventions or other technology developed in connection with the Services,

and (iv) all Intellectual Property Rights and proprietary rights in and related to any of the foregoing

(collectively, “Services IP"). To the extent Government acquires any right, title or interest in any

Services IP, Government hereby assigns all of its right, title and interest in such Services IP to

Periscope. All rights not expressly granted herein are reserved and retained by Periscope, and no

Intellectual Property Rights or other rights or licenses are granted, transferred, or assigned to the



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Government, any Government User, or any other party by implication, estoppel, or otherwise. As

used in this Agreement, “Intellectual Property Rights” shall mean all rights in and to United States

and foreign (i) patents, patent disclosures, and inventions (whether patentable or not), (ii)

trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names,

and other similar designations of source or origin, together with the goodwill symbolized by any

of the foregoing, (iii) copyrights and works of authorship (whether copyrightable or not), including

computer programs, and rights in data and databases, (iv) trade secrets, know-how, and other

confidential information, (v) any other proprietary right or intangible asset (including software),

and (vi) all other intellectual property rights, in each case whether registered or unregistered, and

including all registrations and applications for, and renewals or extensions of, such rights, and all

similar or equivalent rights or forms of protection in any part of the world.



8. LIABILITY OF OTHERS



Nothing in this Contract shall be construed to impose any liability upon the Government to

persons, firms, associations, or corporations engaged by Contractor as servants, agents, or

independent contractors, or in any other capacity whatsoever, or make Government liable to any

such persons, firms, associations, or corporations for the acts, omissions, liabilities, obligations

and taxes of Contractor of whatsoever nature, including but not limited to unemployment

insurance, gross receipt, excise, and social security taxes for Contractor, its servants, agents or

independent contractors.



9. ASSIGNMENT



The Contractor shall not subcontract or assign any part of the services under this Contract without

the prior written consent of the Government.



10. INDEMNIFICATION



Contractor agrees to indemnify, defend and hold harmless Government from and against any and

all loss, damage, liability, claims, demands, detriments, costs, charges and expenses (including

reasonable attorney’s fees) and causes of action of whatsoever character which Government may

incur, sustain or be subjected to, arising out of or in any way connected to the services to be

performed by Contractor under this Contract and arising from any cause, except the sole

negligence of Government. The foregoing obligations do not apply with respect to portions or

components of any Platform or Service (i) not supplied by Periscope, (ii) made in whole or in part

in accordance with Government specifications, (iii) that are modified after delivery, or granting of

access, by Periscope, (iv) combined with other products, processes or materials where the alleged

infringement relates to such combination, (v) where Government continues allegedly infringing

activity after being notified thereof or after being informed of modifications that would have

avoided the alleged infringement, or (vi) where Government's use of the Services is not strictly in

accordance with this Agreement. If, due to a claim of infringement, a Platform is held by a court



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of competent jurisdiction to be or is believed by Periscope to be infringing, Periscope may, at its

option and expense (a) replace or modify such Platform to be non-infringing; provided, that such

modification or replacement contains substantially similar features and functionality, (b) obtain

for Government a license to continue using such Platform, or (c) if neither of the foregoing is

commercially practicable, terminate this Agreement and Government's rights hereunder and

provide Government a refund of any prepaid, unused fees for such Platform. This Section states

Government's sole and exclusive remedies for claims of infringement.



11. INDEPENDENT CONTRACTOR



The Contractor shall perform this Contract as an independent contractor and nothing herein

contained shall be construed to be inconsistent with this relationship or status.



12. GOVERNING LAW



This Contract shall be governed by the laws of the United States Virgin Islands and jurisdiction

shall remain in the United States Virgin Islands.



13. WAIVERS AND AMENDMENTS



No waiver, modification or amendment of any term, condition, or provision of this Contract shall

be valid or of any force or effect unless made in writing, signed by the parties hereto or their duly

authorized representatives, and specifying with particularity the nature and extent of such waiver,

modification or amendment. Any such waiver, modification or amendment in any instance or

instances shall in no event be construed to be a general waiver, modification or amendment of any

of the terms, conditions or provisions of this Contract, but the same shall be strictly limited and

restricted to the extent and occasion specified in such signed writing or writings.



14. ENTIRE AGREEMENT



This agreement constitutes the entire agreement of the parties relating to the subject matter

addressed in this Agreement. This agreement supersedes all prior communications, contracts, or

agreements between the parties with respect to the subject matter addressed in this agreement,

whether written or oral.



1S. RIGHT TO WITHHOLD



If work under this Contract is not performed in accordance with the terms hereof, Government will

have the right to withhold out of any payment due to Contractor, such sums as Government may

deem ample to protect it against loss or to assure payment of claims arising therefrom, and, at its

option, Government may apply such sums in such manner as Government may deem proper to

secure itself or to satisfy such claims. Government will immediately notify the Contractor in

writing in the event that it elects to exercise its right to withhold.



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No such withholding or application shall be made by Government if and while Contractor gives

satisfactory assurance to Government that such claims will be paid by Contractor or its insurance

carrier, if applicable in the event that such contest is not successful.



16. CONDITION PRECEDENT



This Contract shall be subject to the availability and appropriation of funds and to the approval of

the Governor.



17. TERMINATION



Either party will have the right to terminate this Contract upon written notice if the other party fails

to pay any amount when due or otherwise materially breaches this Agreement and fails to cure

such breach within thirty (30) days or within another period of time as agreed upon in writing by

both parties after the breaching party receives written notice of such breach from the non-breaching

party. Government may terminate this Agreement at any time (i) for convenience upon ninety (90)

days' written notice to Periscope, or (ii) if adequate funds to pay Contractor all fees owed hereunder

are not appropriated to Government during the Term, unless otherwise authorized by law;

provided, it is expressly agreed that Government shail not activate this non-appropriation provision

for its convenience, substitution for another procurement system or solution, or to circumvent the

requirements of this Agreement in any way.



18. PARTIAL TERMINATION



The performance of work under this Contract may be terminated by the Government, in part,

whenever the Government shall deem such termination advisable by providing ninety (90) days

written notice to the Contractor. This partial termination shall be effected by delivering to the

Contractor a Notice of Partial Termination specifying the extent to which the term and/or duties

under this Contract are terminated and the date upon which such termination becomes effective.

The Contractor shall be entitled to receive payment for services provided to the date of termination,

including payment for the period of the ninety (90) day notice.



19. NON-DISCRIMINATION



No person shall be excluded from participating in, be denied the proceeds of or be subject to

discrimination in the performance of this Contract on account of race, creed, color, sex, religion,

disability or national origin.



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Contract No. _P063DPPT21

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20. CONFLICT OF INTEREST



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(a) Contractor covenants that it has no interest and will not acquire any interest direct or

indirect, which would conflict in any manner or degree with the performance of

services required to be performed under this Contract.



(b) Contractor further covenants that it is:



(1) not a territorial officer or employee (i.e., the Governor, Lieutenant Governor,

member of the Legislature, or any other elected territorial official; or an officer

or employee of the legislative, executive or judicial branch of the Government

or any agency, board, commission or independent instrumentality of the

Government, whether compensated on a salary, fee or contractual basis); or



(2) a territorial officer or employee and, as such, has:



(i) familiarized itself with the provisions of Title 3, Chapter 37 of the Virgin

Islands Code, pertaining to conflicts of interest, including the penalties

provision set forth in section 1108 thereof;



(ii) not made, negotiated or influenced this Contract, in its official capacity;



and



(iii) no financial interest in the Contract as that term is defined in section

1101(1) of said Code chapter.



21. NOTICE



Any notice required to be given by the Terms of this Contract shall be deemed to have been given

when the same is sent by certified mail, postage prepaid or personally delivered, addressed to the



parties as follows:



RFP No. RFP-e-Procurement



GOVERNMENT



Anthony D. Thomas



Commissioner



Department of Property and Procurement

8201 Subbase, Suite 4



St. Thomas Virgin Islands 00802



CONTRACTOR



Brian Utley



Chief Executive Offer



Periscope Holdings, Inc.



5000 Plaza on the Lake, Suite 100

Austin, TX 78746



Contractor’s Initials: DE :



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22. LICENSURE



The Contractor covenants that it has:

(a) obtained all of the applicable licenses or permits, permanent, temporary or otherwise

as required by Title 27 of the Virgin Islands Code; and

(b) —_ familiarized itself with the applicable provisions of Title 27 of the Virgin Islands Code

pertaining to professions and occupations.



23. OTHER PROVISIONS



Addenda I, If and ATTACHMENT A attached hereto are a part of this Contract and are

incorporated herein by reference.



24. DEBARMENT CERTIFICATION



By execution of this contract, the contractor certifies that it is eligible to receive contract awards

using federally appropriated funds and that it has not been suspended or debarred from entering

into contracts with any federal agency. The Contractor shall include this provision in each of its

subcontracts hereunder and shall furnish its subcontractors with the current “LIST OF PARTIES

EXCLUDED FROM FEDERAL PROCUREMENT OR NON-PROCUREMENT™. In the event

the Contractor or any subcontractor misrepresents its eligibility to receive contract awards using

federal funds, the Contractor or subcontractor agrees that it shall not be entitled to payment for any

work performed under this contract or any subcontract and that the Contractor or subcontractor

shall promptly reimburse the Government of the Virgin Islands for any progress payments

heretofore made.



25. FALSE CLAIMS



Contractor warrants that it shall not, with respect to this Contract, make or present any claim upon

or against the Government of the Virgin Islands, or any officer department, board, commission, or

other agency thereof, knowing such claims to be false, fictitious or fraudulent. Contractor

acknowledges that making such a false, fictitious or fraudulent claim is an offence under Virgin

Islands law.



26. NOTICE OF FEDERAL FUNDING



Contractor acknowledges that this Contract is funded, in whole or in part, by federal funds.

Contractor warrants that it shall not, with respect to this Contract, make or present any claim

knowing such claim to be false, fictitious, or fraudulent. Contractor acknowledges that making

such a false, fictitious, or fraudulent claim is a federal offence.



RFP No. RFP-e-Procurement Contractor’s Initials: DE

Contract No. PO63DPPT21

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17. INSURANCE
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Contractor shall maintain the following insurance coverages during the term of this Contract 
(a)
COMMERCIAL GENERAL LIABILITY: Commercial general liability insurance, in a
fonn acceptable to the (iovemment, on a "per occurrence" basis with a minimum limit
of not less than one million dollars ($1,000,000.00) for any one person per occurrence
for death or personal injury and one million dollars ($1,000,000.00) for any one
occurrence for property damage. Insurance policy(ies) shall name the Government of the
Virgin Islands as the certificate holder and additional insured via an endorsement.
(bl 
PROFESSIONAL LIABILITY: Professional liability insurance, in a form acceptable to 
the Government, which covers the services being performed under this Contract, with 
policy limits of not less than one million dollars ($1,000,000.00) per claim. The 
Government shall be listed thereon as a certificate holder. 
(c)
WORKERS' COMPENSATION: Contractor shall supply current coverage under the
Government Insurance Fund or other form of coverage reflecting the required coverage
by Virgin Islands law.
28. FACSIMILE, ELECTRONIC& DIGITAL SIGNATURES
A facsimile, electronic or digital signature on this Contract shall be deemed an original and binding 
upon the Parties hereto. 
29. ACCESS AND USE LICENSE
Subject to the terms and conditions of this Agreement, during the Term and any renewals thereof, 
Contractor shall use commercially reasonable efforts to provide (i) Government and Authorized 
Users access to each Platform, and (ii) Government the Professional Services. Subject to the terms 
and conditions of this Agreement, during the Term, Contractor hereby grants Government and 
Authorized Users a limited, revocable, non-exclusive, non-sublicensable, non-transferable, 
worldwide license to access and use each Platform, in strict accordance with this Agreement and 
solely for Government's own internal business purposes. Unless expressly stated otherwise, all 
license rights granted herein or in connection with any Platfonn shall immediately terminate upon 
termination or cessation of this Agreement. The provision of any Platform or other work product 
or deliverable to Government does not constitute a sale of such Platform, work product, or 
deliverable to Government. Government shall not assign, sublicensc, transfer, pledge, lease, rent 
or share any rights under the foregoing license to any third party unless expressly permitted in 
writing by Contractor. During the configuration and set-up process for each Platform. Government 
will identify an administrative user name and password for Government's Contractor account. 
Contractor reserves the right to refuse registration of or cancel user names and passwords it deems 
inappropriate. Government may allow such number of Government's employees and/or 
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independent contractors as is indicated on an Order Form to use the applicable Platform on behalf

of Government as "Government Users." Additionally, if applicable to a Platform, Government

may allow such number of designees ("Vendor Users" and, together with Government Users,

“Authorized Users") and, subject to Contractor's then-current Vendor Terms of Use, such number

of its vendors ("Vendors") as is indicated on an Order Form, and their personnel, to access each

Platform in connection with such Vendor's activity with Government through such Platform.

Authorized User subscriptions are for designated Authorized Users and cannot be shared or used

by more than one Authorized User but may be reassigned to new Authorized Users replacing

former Authorized Users who no longer require ongoing use of the applicable Platform. As a

condition to access and use of a Platform, (i) each Authorized User shall agree to abide by the

terms of Contractor's end-user terms of use which it may adopt from time to time, (ii) Government

Users shall agree to abide by the terms of this Agreement, or a subset hereof, and (iii) Vendor

Users shail agree to abide by the terms of the then-current Contractor Vendor Terms of Service

applicable to such Platform, and, in each case, Government shall ensure such compliance.

Government shall immediately notify Contractor of any violation of the terms of any of the

foregoing by any Authorized User upon becoming aware of such violation and shall be liable for

any breach of the foregoing agreements by any Authorized User. Government will be responsible

for (i) all uses of any account that Government has access to, whether or not Government has

authorized the particular use or user, and regardless of Government's knowledge of such use, and

(ii) securing its Contractor account, passwords (including but not limited to administrative and

user passwords) and files. Contractor is not responsible for any losses, damages, costs, expenses

or claims that result from stolen or lost passwords.



29.1. RESTRICTIONS AND RESPONSIBILITIES



Government will not, nor permit or encourage any third party to, directly or indirectly (i) reverse

engineer, decompile, disassemble or otherwise attempt to discover or derive the source code,

object code or underlying structure, ideas, know-how or algorithms relevant to a Platform or any

software, documentation or data related to a Platform ("Software"); (ii) modify, translate, or create

derivative works based on a Platform or any Software; (iii) use a Platform or any Software for

timesharing or service bureau purposes or other computer service to a third party; (iv) modify,

remove or obstruct any proprietary notices or labels; or (v) use any Software or a Platform in any

manner to assist or take part in the development, marketing or sale of a product potentially

competitive with such Software or Platform. For the avoidance of doubt, Software, the Services,

including all user-visible aspects of the Services, and each Platform are the Confidential

Information of Contractor, and Government will comply with Section 29.1 with respect thereto.

Government shall use, and will ensure that all Authorized Users use, each Platform, Software, and

the Services in full compliance with this Agreement, Contractor's end-user terms of use, and all

applicable laws and regulations. Government represents and warrants that it (i) has accessed and

reviewed any terms of use or other policies relating to a Platform provided by Contractor, (ii)

understands the requirements thereof, and (iii) agrees to comply therewith. Contractor may

suspend Government's account and access to cach Platform and performance of the Services at

any time and without notice if Contractor believes that Government is in violation of this



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Agreement. Although Contractor has no obligation to monitor Government's use of a Platform,

Contractor may do so and may prohibit any use it believes may be (or alleged to be) in violation

of the foregoing. Government shall provide all cooperation and assistance as Contractor may

reasonably request to enable Contractor to exercise its rights and perform its obligations under,

and in connection with, this Agreement, including providing Contractor with such access to

Government's premises and its information technology infrastructure as is necessary for Contractor

to perform the Services in accordance with this Agreement. Government shall use commercially

reasonable efforts to cause Government Users to be, at all times, educated and trained in the proper

use and operation of each Platform such Government Users utilize, and to ensure that each

Platform is used in accordance with applicable manuals, instructions, specifications and

documentation provided by Contractor from time to time. Government shall be responsible for

obtaining and maintaining both the functionality and security of any equipment and ancillary

services needed to connect to, access or otherwise use each Platform, including modems, hardware,

servers, software, operating systems, networking, web servers and the like. Government may not

remove or export from the United States or allow the export or re-export of the Software or

anything related to a Platform, Software or Services, or any direct product thereof in violation of

any restrictions, laws or regulations of any United States or foreign agency or authority. Software,

each Platform and the Services and any documentation provided by Contractor are deemed to be

“commercial computer software" and "commercial computer software documentation" pursuant to

Defense Federal Acquisition Regulation Supplement, codified under Chapter 2 of Title 48, United

States Code of Federal Regulations, Section 227.7202, and Federal Acquisition Regulation,

codified in Title 48 of the United States Code of Federal Regulations, Section 12.12. Any use,

modification, reproduction, release, performance, display, or disclosure of the Software or

documentation by the United States Government is governed solely by this Agreement and is

prohibited except to the extent expressly permitted by this Agreement.



29,2, CHANGES TO PLATFORM



Contractor may, in its sole discretion, make any changes, updates and revisions to any Platform

for any reason, including but not limited to (i) maintain or enhance (a) the quality or delivery of

Contractor's products or services to its Governments, (b) the competitive strength of, or market

for, Contractor's products or services, or (c) such Platform's cost efficiency or performance, (ii)

replace older versions of any Platform and its components with newer versions, or (iii) comply

with applicable law. Contractor may, from time to time, host and/or maintain a Platform using a

third-party technology service provider and Government acknowledges that Contractor cannot

offer any additional or modified procedures other than those put in place by such technology

provider with respect to such technology service.



30. WARRANTY AND DISCLAIMER



Contractor represents and warrants that it will perform the Professional Services in a professional

and workmanlike manner. Each party represents and warrants that it has the legal power to enter

into this Agreement. Additionally, Government warrants that (i) Government owns or has a license



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to use and has obtained all consents and approvals necessary for the provision and use of all of the

Government Data that is placed on, transmitted via or recorded by a Platform and the Services; (ii)

the provision and use of Government Data as contemplated by this Agreement and each Platform

and the Services does not and shall not violate any Government's privacy policy, terms-of-use or

other agreement to which Government is a party or any law or regulation to which Government is

subject; and (iii) no Government Data will include social security numbers or other government-

issued identification numbers, financial account numbers, credit card or debit card numbers, credit

report information or other personal financial information, health or medical information or other

information that is subject to international, federal, state, or local laws or ordinances now or

hereafter enacted regarding data protection or privacy, including, but not limited to, the Health

Insurance Portability and Accountability Act, the Health Information Technology for Economic

and Clinical Health Act, the Fair Credit Reporting Act, the Children's Online Privacy Protection

Act and the Gramm-Leach-Bliley Act. EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN

A STATEMENT OF SERVICE, CONTRACTOR DOES NOT WARRANT THAT ACCESS TO

THE PLATFORMS, SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR

FREE, NOR DOES CONTRACTOR MAKE ANY WARRANTY AS TO THE RESULTS THAT

MAY BE OBTAINED FROM USE OF THE SERVICES. FURTHER, CONTRACTOR MAKES

NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SERVICES PROVIDED

BY THIRD PARTY TECHNOLOGY SERVICE PROVIDERS RELATING TO OR

SUPPORTING A PLATFORM, INCLUDING HOSTING AND MAINTENANCE SERVICES,

AND ANY CLAIM OF GOVERNMENT ARISING FROM OR RELATING TO SUCH

SERVICES SHALL, AS BETWEEN CONTRACTOR AND SUCH SERVICE PROVIDER, BE

SOLELY AGAINST SUCH SERVICE PROVIDER. THE PLATFORMS, SOFTWARE AND

SERVICES ARE PROVIDED "AS IS," AND CONTRACTOR DISCLAIMS ALL

WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,

IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS

FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY

APPLICABLE LAW.



31. LIMITATION OF LIABILITY



IN NO EVENT SHALL (I) EITHER PARTY'S LIABILITY ARISING OUT OF OR RELATED

TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER

THEORY OF LIABILITY, EXCEED IN THE AGGREGATE THE TOTAL FEES PAID OR

OWED BY GOVERNMENT AND VENDORS HEREUNDER DURING THE TWELVE (12)

MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO

THE CLAIM (SUCH AMOUNT BEING INTENDED AS A CUMULATIVE CAP AND NOT

PER INCIDENT), AND (11) EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR

ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, INCIDENTAL,

CONSEQUENTIAL, COVER, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES,

HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER

THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF

THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS AND



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DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE

LAW.



32. PUBLICITY



Government agrees that Contractor may identify Government as a customer and use Government's

logo and trademark in Contractor's promotional materials. Government may request that

Contractor stop doing so by submitting an email to marketing@Contractorholdings.com at any

time. Government acknowledges that it may take Contractor up to thirty (30) days to process such

request. Notwithstanding anything herein to the contrary, Government acknowledges that

Contractor may disclose the existence and terms and conditions of this Agreement to its advisors,

actual and potential sources of financing and to third parties for purposes of due diligence.



33. FORCE MAJEURE



Contractor is not responsible for nor liable for any delays or failures in performance from any

cause beyond its control, including, but not limited to acts of God, changes to law or regulations,

embargoes, war. terrorist acts, acts or omissions of third party technology providers, riots, fires,

earthquakes, floods, power blackouts, strikes, weather conditions or acts of hackers, internet



service providers or any other third party or acts or omissions of Government or any Authorized

User.



34. GENERAL PROVISIONS



If any provision of this Agreement is found to be unenforceable or invalid under applicable law,

that provision will be limited or eliminated to the minimum extent necessary so that this Agreement

will otherwise remain in full force and effect and enforceable under applicable law. This

Agreement, together with the Scope of Services entered into hereunder and all exhibits, annexes

and addenda hereto and thereto, is the complete and exclusive statement of the mutual

understanding of the parties with respect to the subject matter hereof and supersedes and cancels

all previous written and oral agreements, communications and other understandings relating to the

subject matter of this Agreement. All waivers and modifications must be in a writing signed by

both parties, except as otherwise expressly provided herein. No agency, partnership, joint venture,

or employment is created as a result of this Agreement, and neither party has authority of any kind

to bind the other party in any respect whatsoever. In the event of a conflict between this Agreement

and any Scope of Services, such Scope of Services shall prevail unless otherwise expressly

indicated in this Agreement or such Scope of Services. The heading references herein are for

convenience purposes only and shall not be deemed to limit or affect any of the provisions hereof.

Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words

"hereof," "hereby,” “herein,” “hereto,” and "hereunder" and words of similar import shall refer to

this Agreement as a whole and not to any particular Section or paragraph of this Agreement; (ii)

the words "include." “includes" or "including" are deemed to be followed by the words "without



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limitation;" (iii) references to a "Section" or "Exhibit" are references to a section of, or exhibit to

this Agreement; and (iv) derivative forms of defined terms will have correlative meanings.



IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year

first above written.



WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS



typhi Athena Mthny D- Sane 3/2/2021



iad Anthony). Thomas Date

Commissioner

Department of Property and Procurement



CONTRACTOR



é ee 1kAl

David English Date

Chief Financial Officer



Periscope Holdings, Inc.



(Corporate seal, if Contractor is a corporation)



Date: ELM 2



RNOR OF THE USS. VIRGIN ISLANDS



APPROVED AS TO LEGAL SUFFICIBS&CY

DEPARTMENT OF JUSTICE BY: e 3/8/2021

A re neral



PURCHASE ORDER NO.



APPROVED:



GOVE



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