MAS - Coso Cloud LLC - 47QTCA22D0049

GENERAL SERVICES ADMINISTRATION

Federal Supply Service

Authorized Federal Supply Schedule Price List On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order are available through GSA Advantage!®, a menu-driven database system. The

INTERNET address GSA Advantage!® is: GSAAdvantage.gov.

MULTIPLE AWARD SCHEDULE

Category Attachment Code: F

Title: Information Technology-IT Services

F04. IT Software Subcategory

FSC/PSC Code: 7A21, DA01

Category Code: G

Title: Miscellaneous

G06. Complimentary SINs Subcategory

FSC/PSC Code: 0000

Contract number: 47QTCA22D0049

Contract period: February 4, 2022 through February 3, 2027

Pricelist current through Modification PS-A847 dated July 13, 2022

CoSo Cloud LLC

827 Broadway Ste 200

Oakland, CA 94607

Phone: 415-343-7600; Fax: 415-677-9162 https://www.cosocloud.com/

Contract administration source:

Neil Manheimer

Phone: 415-343-7600

E-mail: neil.manheimer@cosocloud.com Business size: Small Business, Woman Owned Business

For more information on ordering from Federal Supply Schedules go to the GSA Schedules page at GSA.gov https://www.cosocloud.com/ mailto:neil.manheimer@cosocloud.com

CUSTOMER INFORMATION:

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

SIN Description

511210; 511210STLOC; 511210RC Software Licenses -SUBJECT TO COOPERATIVE

PURCHASING

54151; 54151 STLOC; 54151RC Software Maintenance Services- SUBJECT TO

COOPERATIVE PURCHASING

OLM; OLM STLOC; OLM RC Order Level Materials (OLM)

1b. Identification of the lowest priced model number and lowest unit price for that model for each special item number awarded in the contract. This price is the Government price based on a unit of one, exclusive of any quantity/dollar volume, prompt payment, or any other concession affecting price. Those contracts that have unit prices based on the geographic location of the customer, should show the range of the lowest price, and cite the areas to which the prices apply:

SIN MFR PART NO PRODUCT NAME UOI GSA Price w/IFF

511210 EGC-LIC Term CoSo Cloud Adobe Connect EduGame Cloud - per

Named Host (12 months)

EA $208.56

511210 YT-1 Term CoSo Cloud Adobe Connect YouTube Video Player -

Single User License (12 months)

EA $208.56

54151 LTI-ASM-BAS CoSo Cloud Adobe Connect LMS Integration - Basic Annual

Support & Maintenance Upgrade (12 months)

EA $695.21

1c. If the Contractor is proposing hourly rates, a description of all corresponding commercial job titles, experience, functional responsibility and education for those types of employees or subcontractors who will perform services shall be provided: Not applicable.

2. Maximum order: SINs 511210; 54151: $500,000.00

SIN OLM: $250,000.00

3. Minimum order: $100.00

4. Geographic coverage (delivery area): Domestic and Overseas

5. Point(s) of production (city, county, and State or foreign country): 827 Broadway Ste 200

Oakland, Alameda County, CA

6. Discount from list prices or statement of net price: Prices herein are net government prices

7. Quantity discounts: 3% for orders greater than $350,000.

8. Prompt payment terms: Net 30 Days. Information for Ordering Offices: Prompt payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions.

9. Foreign items (list items by country of origin): None

10a. Time of delivery: Specified on the Task Order

10b. Expedited Delivery: Items available for expedited delivery are noted in this price list.”

under this heading. The Contractor may use a symbol of its choosing to highlight items in its price lists that have expedited delivery. Contact Contractor.

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

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

11. F.O.B. point(s): Destination

12a. Ordering address(es):

CoSo Cloud LLC

906 Oak Tree Avenue, Suite R South

Plainfield, NJ 07080

Phone: 804-787-0388

E-mail: Lisa.Flood@cosocloud.com

12b. Ordering procedures: For supplies and services, the ordering procedures, information on

Blanket Purchase Agreements (BPA’s) are found in Federal Acquisition Regulation (FAR)

8.405-3.

13. Payment address(es):

CoSo Cloud LLC

827 Broadway Ste 200

Oakland, CA 94607

Phone: 732-403-5533

E-mail: neil.manheimer@cosocloud.com

14. Warranty provision: Not Applicable

15. Export packing charges, if applicable: Not Applicable

16. Terms and conditions of rental, maintenance, and repair (if applicable): Not Applicable

17. Terms and conditions of installation (if applicable): Not Applicable mailto:neil.manheimer@cosocloud.com

18a. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices (if applicable): Not Applicable

18b. Terms and conditions for any other services (if applicable):

SIN 511210:

• Right-to-Copy Pricing: Offerors shall insert the discounted pricing for right-to-copy licenses, if commercially available, in the GSA Price List (I-FSS-600 CONTRACT

PRICE LISTS (OCT 2016).

Not applicable

• Term License Cessation i.) After a software product has been on a continuous term license for a period of

______ (Fill-in the period of time.) months, a fully paid-up, non-exclusive, perpetual license for the software product shall automatically accrue to the ordering activity.

The period of continuous term license for automatic accrual of a fully paid-up perpetual license does not have to be achieved during a particular fiscal year; it is a written Contractor commitment which continues to be available for software that is initially ordered under this contract, until a fully paid-up perpetual license accrues to the ordering activity. However, should the term license of the software be discontinued before the specified period of the continuous term license has been satisfied, the perpetual license accrual shall be forfeited. Contractors who do not commercially offer conversions of term licenses to perpetual licenses shall indicate that their term licenses are not eligible for conversion at any time. ii.) Each separately priced software product shall be individually enumerated, if different accrual periods apply for the purpose of perpetual license attainment.

Not applicable. CoSo Cloud Term licenses are not eligible for conversion at any time.

19. List of service and distribution points (if applicable): Not Applicable

20. List of participating dealers (if applicable): Not Applicable

21. Preventive maintenance (if applicable): Not Applicable

22a. Special attributes such as environmental attributes (e.g., recycled content, energy efficiency, and/or reduced pollutants): Not Applicable

22b. If applicable, indicate that Section 508 compliance information is available on

Electronic and Information Technology (EIT) supplies and services and show where full details can be found: https://www.cosocloud.com/

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

23. Unique Entity Identifier (UEI) Number: W578GN2GCYB9 https://www.cosocloud.com/ http://www.section508.gov/

24. Notification regarding registration in System for Award Management (SAM) database:

Registered. CAGE 63NK5.

GSA Pricing

511210 LTI-25 Term CoSo Cloud Adobe Connect LMS Integration - 25 users

(12 months)

EA $2,502.77

511210 LTI-100 Term CoSo Cloud Adobe Connect LMS Integration - 100 users

(12 months)

EA $5,422.67

511210 LTI-250 Term CoSo Cloud Adobe Connect LMS Integration - 250 users

(12 months)

EA $5,947.05

511210 LTI-500 Term CoSo Cloud Adobe Connect LMS Integration - 500 users

(12 months)

EA $8,935.34

511210 LTI-750 Term CoSo Cloud Adobe Connect LMS Integration - 750 users

(12 months)

EA $13,765.24

511210 LTI-1000 Term CoSo Cloud Adobe Connect LMS Integration - 1000 users (12 months)

EA $15,850.88

511210 LTI-2000 Term CoSo Cloud Adobe Connect LMS Integration - 2000 users (12 months)

EA $14,872.06

54151 LTI-ASM-BAS CoSo Cloud Adobe Connect LMS Integration - Basic Annual

Support & Maintenance Upgrade (12 months)

EA $695.21

54151 LTI-ASM-ENH CoSo Cloud Adobe Connect LMS Integration - Enhanced

Annual Support & Maintenance (12 months)

EA $6,256.93

511210 LTI-OPE Term CoSo Cloud Adobe Connect LMS Integration - On

Premise Enterprise (12 months)

EA $12,513.85

511210 LTI-SEM-500 Term CoSo Cloud Adobe Connect LMS Integration - Seminar

Room 500 Seats (12 months)

EA $2,085.64

511210 LTI-SEM-1000 Term CoSo Cloud Adobe Connect LMS Integration - Seminar

Room 1000 Seats (12 months)

EA $4,171.28

511210 LTI-SEM-1500 Term CoSo Cloud Adobe Connect LMS Integration - Seminar

Room 1500 Seats (12 months)

EA $6,256.93

511210 ACM-5 Term CoSo Cloud Adobe Connect Monitor - 5 Rooms (12 months)

EA $5,214.11

511210 ACM-10 Term CoSo Cloud Adobe Connect Monitor - 10 Rooms (12 months)

EA $8,759.70

511210 ACM-AR Term CoSo Cloud Adobe Connect Monitor - Additional

Rooms (12 months)

EA $1,042.82

511210 ACM-ASM Term CoSo Cloud Adobe Connect Monitor - On-Premise

Enterprise Annual Support & Maintenance (12 months)

EA $2,984.09

511210 ACM-OP Term CoSo Cloud Adobe Connect Monitor - On-Premise

Enterprise (12 months)

EA $17,519.40

511210 CCE-20 Term CoSo Cloud Adobe Connect Closed Captioning Editor -

20 hrs/month (12 months)

EA $6,674.06

511210 CCE-50 Term CoSo Cloud Adobe Connect Closed Captioning Editor -

50 hrs/month (12 months)

EA $10,428.21

511210 CCE-SETUP Term CoSo Cloud Adobe Connect Closed Captioning Editor -

On-Premise Setup & Configuration (12 months)

EA $8,342.57

511210 CCE-UNL Term CoSo Cloud Adobe Connect Closed Captioning Editor -

Unlimited hrs (12 months)

EA $20,856.42

511210 CCE-UNL-GT Term CoSo Cloud Adobe Connect Closed Captioning Editor with Google Translate - Unlimited hrs (12 months)

EA $33,370.28

511210 CCE-UNL-OPE Term CoSo Cloud Adobe Connect Closed Captioning Editor EA $50,055.42 with Google Translate - On-Premise Enterprise Unlimited hrs

(12 months)

511210 EGC-BRD Term CoSo Cloud Adobe Connect EduGame Cloud -

Customized Branding (12 months)

EA $834.26

511210 EGC-LIC Term CoSo Cloud Adobe Connect EduGame Cloud - per

Named Host (12 months)

EA $208.56

511210 EGC-SEM Term CoSo Cloud Adobe Connect EduGame Cloud - Export to

Excel Right from EGC Pod for up to 1000 Users (12 months)

EA $4,171.28

511210 MP4-5K Term CoSo Cloud Adobe Connect MP4 Service - 5K Minutes

(12 months)

EA $2,114.84

511210 MP4-25K Term CoSo Cloud Adobe Connect MP4 Service - 25K Minutes

(12 months)

EA $6,256.93

511210 MP4-125K Term CoSo Cloud Adobe Connect MP4 Service - 125K

Minutes (12 months)

EA $18,770.78

511210 MP4-250K Term CoSo Cloud Adobe Connect MP4 Service - 250K

Minutes (12 months)

EA $29,198.99

511210 MP4-500K Term CoSo Cloud Adobe Connect MP4 Service - 500K

Minutes (12 months)

EA $50,055.42

511210 MP4-1M Term CoSo Cloud Adobe Connect MP4 Service - 1M Minutes

(12 months)

EA $87,596.98

511210 MP4-5K-ST Term CoSo Cloud Adobe Connect MP4 Service with Subtitle -

5K Minutes (12 months)

EA $3,568.23

511210 MP4-25K-ST Term CoSo Cloud Adobe Connect MP4 Service with Subtitle -

25K Minutes (12 months)

EA $7,508.31

511210 MP4-125K-ST Term CoSo Cloud Adobe Connect MP4 Service with Subtitle -

125K Minutes (12 months)

EA $22,524.94

511210 MP4-250K-ST Term CoSo Cloud Adobe Connect MP4 Service with Subtitle -

250K Minutes (12 months)

EA $35,038.79

511210 MP4-500K-ST Term CoSo Cloud Adobe Connect MP4 Service with Subtitle -

500K Minutes (12 months)

EA $60,066.50

511210 MP4-1M-ST Term CoSo Cloud Adobe Connect MP4 Service with Subtitle -

1M Minutes (12 months)

EA $105,116.37

511210 MP4-BP Term CoSo Cloud Adobe Connect MP4 Service - Batch

Process/Script Fee (12 months)

EA $2,085.64

511210 MP4-OP Term CoSo Cloud Adobe Connect MP4 Service - On-Premise

(12 months)

EA $71,364.63

511210 MP4-OP-ST Term CoSo Cloud Adobe Connect MP4 Service with Subtitle -

On-Premise (12 months)

EA $50,055.42

511210 MP4-PI Term CoSo Cloud Adobe Connect MP4 Service - Platform

Integration (12 months)

EA $4,171.28

511210 PDFSW-1 Term CoSo Cloud Adobe Connect PDF Smart Whiteboard - 1

Named Host or Concurrent user (12 months)

EA $347.61

511210 PDFSW-5 Term CoSo Cloud Adobe Connect PDF Smart Whiteboard -

500 Named Host or Concurrent user (12 months)

EA $1,668.51

511210 PDFSW-25 Term CoSo Cloud Adobe Connect PDF Smart Whiteboard -

100 Named Host or Concurrent user (12 months)

EA $5,005.54

511210 PDFSW-100 Term CoSo Cloud Adobe Connect PDF Smart Whiteboard - 5

Named Host or Concurrent user (12 months)

EA $7,508.31

511210 PDFSW-250 Term CoSo Cloud Adobe Connect PDF Smart Whiteboard -

250 Named Host or Concurrent user (12 months)

EA $10,011.08

511210 PDFSW-500 Term CoSo Cloud Adobe Connect PDF Smart Whiteboard -

750 Named Host or Concurrent user (12 months)

EA $12,513.85

511210 PDFSW-750 Term CoSo Cloud Adobe Connect PDF Smart Whiteboard -

1000 Named Host or Concurrent user (12 months)

EA $15,016.62

511210 PDFSW-1000 Term CoSo Cloud Adobe Connect PDF Smart Whiteboard - 25

Named Host or Concurrent user (12 months)

EA $16,685.14

511210 PDFSW-ENT Term CoSo Cloud Adobe Connect PDF Smart Whiteboard -

Enterprise (Per Domain) (12 months)

EA $18,353.65

511210 SSO-100 Term CoSo Cloud Adobe Connect Single Sign-On - 100

Named Hosts (12 months)

EA $6,256.93

511210 SSO-200 Term CoSo Cloud Adobe Connect Single Sign-On - 200

Named Hosts (12 months)

EA $8,342.57

511210 SSO-250 Term CoSo Cloud Adobe Connect Single Sign-On - 250

Named Hosts (12 months)

EA $5,977.77

511210 SSO-300 Term CoSo Cloud Adobe Connect Single Sign-On - 300

Named Hosts (12 months)

EA $10,428.21

511210 SSO-400 Term CoSo Cloud Adobe Connect Single Sign-On - 400

Named Hosts (12 months)

EA $12,513.85

511210 SSO-500 Term CoSo Cloud Adobe Connect Single Sign-On - 500

Named Hosts (12 months)

EA $14,599.50

511210 SSO-1000 Term CoSo Cloud Adobe Connect Single Sign-On - 1000

Named Hosts (12 months)

EA $12,691.13

511210 SSO-ENT Term CoSo Cloud Adobe Connect Single Sign-On - Hosted

Enterprise (12 months)

EA $16,685.14

511210 SSO-OPE Term CoSo Cloud Adobe Connect Single Sign-On - On-

Premise Enterprise (12 months)

EA $11,958.11

511210 SSO-SEM-500 Term CoSo Cloud Adobe Connect Single Sign-On - Seminar

Room 500 Named Hosts (12 months)

EA $5,005.54

511210 SSO-SEM-1000 Term CoSo Cloud Adobe Connect Single Sign-On - Seminar

Room 1000 Named Hosts (12 months)

EA $10,011.08

511210 SSO-SEM-1500 Term CoSo Cloud Adobe Connect Single Sign-On - Seminar

Room 1500 Named Hosts (12 months)

EA $15,016.62

511210 SSO-SETUP Term CoSo Cloud Adobe Connect Single Sign-On - Setup &

Configuration (12 months)

EA $2,114.84

511210 VID-BC Term CoSo Cloud Adobe Connect Video Player per Domain -

Brightcove (12 months)

EA $4,171.28

511210 VID-HD Term CoSo Cloud Adobe Connect HD Video Player - ADD

TO WEBSITE (12 months)

EA $12,513.85

511210 VID-KA Term CoSo Cloud Adobe Connect Video Player per Domain -

Kaltura (12 months)

EA $4,171.28

511210 VID-YT Term CoSo Cloud Adobe Connect Video Player per Domain -

YouTube (12 months)

EA $4,171.28

511210 YT-1 Term CoSo Cloud Adobe Connect YouTube Video Player -

Single User License (12 months)

EA $208.56

511210 YT-5 Term CoSo Cloud Adobe Connect YouTube Video Player - 5

User License Pack (12 months)

EA $834.26

SOFTWARE LICENSE AGREEMENT

THIS SOFTWARE LICENSE AGREEMENT (the “Agreement”), dated as of the date set forth in the Purchase Order, Statement of Work, or similar document , (the “Effective Date”) between the governmental entity authorized to issue a Purchase Order under the GSA Schedule contracts

(the “Customer”) and CoSo Cloud LLC (“CoSo Cloud” or “CoSo” or “Provider”), of 827

Broadway, Oakland, CA 94607, shall be governed by the following terms and conditions, as well as the CoSo Cloud Terms of Service for CoSo Secure Private Cloud Managed Service attached hereto(the “URL Terms”), but only to the extent that all terms and conditions are consistent with

Federal Law (e.g., the Anti-Deficiency Act (31 U.S.C. § 1341 and 41 U.S.C. §6301), the Contracts

Disputes Act of 1978 (41. U.S.C. § 601-613), the Prompt Payment Act, the Anti-Assignment statutes (41 § U.S.C.6405), 28 U.S.C. § 516 (Conduct of Litigation Reserved to Department of

Justice (DOJ), and 28 U.S.C. § 1498 (Patent and copyright cases)). To the extent the terms and conditions in the Agreement are inconsistent with Federal Law (See FAR 12.212(a)), they shall be deemed deleted and unenforceable as applied to any Customer orders under this Agreement.

RECITALS

WHEREAS, CoSo Cloud is specialized in providing software applications in conjunction with

Adobe Connect to enhance the end-user experience;

WHEREAS, the Customer wishes to acquire a license to such software applications that will enable it to provide and increase Adobe Connect capabilities, and CoSo Cloud agrees to provide such a license to the Customer in accordance with the terms and conditions of this Agreement;

and

NOW, THEREFORE, in consideration of the promises, conditions and covenants set forth herein, and in return for good and valuable consideration, the receipt and sufficiency of which is hereby specifically acknowledged, CoSo Cloud and the Customer hereby agree as follows:

1. PRODUCTS AND SERVICES.

(a) CoSo Cloud agrees to provide Customer with an installable copy of the Custom

Apps software (the “Software”) that is more fully described on the attached Software Schedule

CoSo Cloud may: (i) make new applications, tools, features or functionality available through the

Software and (ii) add new applications to the Software, the use of which may be contingent upon

Customer’s agreement to additional terms.

(b) Updates and Modifications. CoSo Cloud or an authorized entity or person may make commercially reasonable updates to the Software from time to time. CoSo Cloud will undertake commercially reasonable efforts to notify the Customer of any such material updates.

In the event that CoSo Cloud Software updates materially diminishes functionality that Customer has contracted for, Customer shall be entitled to a pro rata refund for any fees paid and not used.

CoSo Cloud may make commercially reasonable changes to the non-material URL Terms from time to time. CoSo Cloud shall make Customer aware of any material change to the URL Terms and will deliver the revised terms and conditions to the Customer’s Contracting Officer. Any material updates to this agreement shall be presented to GSA for review and will not be effective unless and until both parties sign a written agreement updating these terms.

(c) Third Party Components. The Software may contain third party components

(including open source software) subject to separate license agreements. To the limited extent a third-party license expressly supersedes this Agreement, such third-party license governs

Customer’s use of that third party component.

2. USES AND RESTRICTIONS

(a) Uses. CoSo Cloud hereby grants Customer a royalty-free, worldwide, non-exclusive, license to use the Software, to incorporate it into Customer customer’s applications and solutions (“Customer Products”), to sub-license it to Customer’s customers and clients in connection with the marketing and sale of Customer Products and related services. Subject to the terms and conditions of this Agreement, Customer or their customers may create back-up copies of the Software in connection therewith, all in the manner provided in and allowed by this

Agreement (including the Software Schedule and URL Terms).

(b) Customer Account. Customer must have an account and an alphanumeric key uniquely associated with Customer’s account (a “Token”), to the extent applicable, to use the

Software, and Customer is responsible for: (i) the information it provides to create the account;

(ii) the security of the Token or its passwords for the account; (iii) and for any use of its account or the Token. If Customer becomes aware of any unauthorized use of its password, its account or the Token, Customer will notify CoSo Cloud as promptly as possible.

(d) Compliance. Customer is responsible for any violations of the Agreement, including the Software Schedule and URL Terms, in each case caused by Customer, its agents and employees and those it authorizes to use the Software.

(d) Documentation. CoSo Cloud may provide Customer with documentation. The documentation may specify restrictions on how the Software may be used and Partner will ensure that Partner and its Customers, comply with such restrictions.

(e) Restrictions.

i. Customer may not, and may not allow any third parties under its control to:

(1) use the Software to create, train, or improve (directly or indirectly) a substantially similar product or service; (2) create multiple applications, accounts or projects to simulate or act as a single application, account or project (respectively) or otherwise access the Software in a manner intended to avoid incurring fees. Any breach of subsection will be a material breach of this

Agreement.

ii. Unless otherwise specified and agreed to in writing by CoSo Cloud, the Software is not intended for uses to create obligations under the Health Insurance Portability and

Accountability Act of 1996 and the rules and regulations as amended thereunder (collectively, “HIPAA”), and CoSo Cloud makes no representations that the Software satisfies HIPAA requirements. If Customer is (or becomes) a Covered Entity or Business Associate, each as defined in HIPAA, Customer agrees not to use the Software for any purpose or in any manner involving

Protected Health Information (as defined in HIPAA) unless Customer has received express prior written consent to such use from CoSo Cloud. As between the parties, Customer is solely responsible for any applicable compliance with HIPAA.

iii. Customer may not use the Software in connection with the operation of nuclear facilities, air traffic control, life support systems or other activities where the failure of the

Software could lead to death, personal injury or environmental damage (“High Risk Activities”).

iv. Customer may not, and may not allow third parties under its control to: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Software; (b) disclose the

Software’s source code or any portion thereof to any nonparty to this Agreement, (c) use the source code or any portion thereof for any purpose not permitted by this Agreement.

v. Customer acknowledges and agrees that it is not acquiring ownership rights in or to the Software, and full title and all ownership rights to the Software shall remain with CoSo

Cloud.

vi. Intellectual Property. Customer acknowledges and agrees that it is not acquiring ownership rights in or to the Software, and full title and all ownership rights to the Software shall remain with CoSo Cloud.

3. PAYMENT AND INVOICES

(a) Customer agrees to pay License Fees in the amounts and in the manner provided in the Software Schedule.

(b) Customer payment terms shall be as set forth in the Federal Supply Schedule.

(c) Software Schedule: The attached Software Schedule outlines the following:

- Location(s) where the Software will be installed.

- The date the Software will be delivered to Customer.

- CoSo Cloud’s License Fees and the manner in which License Fees are to be paid.

4. REPRESENTATIVES.

(a) Designated Representatives. The Customer’s designated representative for the

Services and the Project is __________, and CoSo Cloud’s representative for the Services is

Jim Seaman.

(b) Consultation With Customer. CoSo Cloud and its designated representative and others working with CoSo Cloud on the Services shall be available at all reasonable times to consult with representatives of Customer concerning any services performed or to be performed by CoSo Cloud under this Agreement.

5. TAXES

(a) CoSo Cloud will have sole responsibility for the payment of all taxes.

(b) Any taxes or surcharges which the commercial supplier or licensor seeks to pass along to the Customer as end user will be governed by the terms of the underlying Customer contract or order 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

Customer contract.

6. LIMITED WARRANTY AND DISCLAIMER

COSO CLOUD WARRANTS THAT THE SOFTWARE WILL, FOR A PERIOD OF SIXTY (60)

DAYS FROM THE DATE OF YOUR RECEIPT, PERFORM SUBSTANTIALLY IN

ACCORDANCE WITH SOFTWARE WRITTEN MATERIALS ACCOMPANYING IT.

EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, TO THE MAXIMUM

EXTENT PERMITTED BY APPLICABLE LAW, COSO CLOUD AND ITS LICENSORS AND

SUPPLIERS DO NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER

IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT.

COSO CLOUD AND ITS LICENSORS AND SUPPLIERS ARE NOT RESPONSIBLE OR

LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY CUSTOMER DATA AND

OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE

SOFTWARE. CUSTOMER IS SOLELY RESPONSIBLE FOR SECURING AND BACKING

UP ITS APPLICATION, PROJECT, AND CUSTOMER DATA. NEITHER COSO CLOUD

NOR ITS LICENSORS AND SUPPLIERS WARRANTS THAT THE OPERATION OF THE

SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED. THE SOFTWARE IS NOT

DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES.

7. DAMAGES.

a. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR COSO CLOUD’S LICENSOR NOR SUPPLIERS, WILL BE LIABLE

UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL,

INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF

THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE

POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.

b. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR COSO CLOUD NOR ITS LICENSORS NOR SUPPLIERS, MAY BE

HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY

CUSTOMER TO COSO CLOUD UNDER THIS AGREEMENT DURING THE TWELVE

MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

c. Exceptions to Limitations. The limitations of liability in this Section 7 do not apply to breaches of confidentiality obligations, violations of a party’s Intellectual Property Rights by the other party, indemnification obligations, or Customer's payment obligations.

8. REPRESENTATIONS, WARRANTIES AND COVENANTS

(a) Representations and Warrants. CoSo Cloud represents and warrants to Customer as follows:

(i) CoSo Cloud will devote such time, personnel and resources for the performance of its duties under this Agreement as are required to carry out CoSo

Cloud’s duties under this Agreement in the manner required hereunder and within the Schedules and other deadlines set by Customer.

(ii) CoSo Cloud’s execution, delivery and performance of this Agreement have been duly authorized by CoSo Cloud. This Agreement, including the URL Terms and the Software Schedule attached each constitute a valid and binding obligation of CoSo Cloud, enforceable in accordance with its terms.

(iii) CoSo Cloud’s execution, delivery and performance of this Agreement and compliance with the respective terms thereof do not and shall not conflict with any agreement to which CoSo Cloud is a party or any applicable laws to which CoSo

Cloud is subject.

(iv) CoSo Cloud has full right and authority to grant the license of the Software to Customer. The Software shall (A) perform in material conformance with the

Customer’s requirements and is suitable for the intended purposes, (B) be compatible with and suitable for use with the Customer’s products.

(b) Correction and Cure. If CoSo Cloud breaches any of the warranties and agreements set forth above, with the result that any services are not performed as required by this

Agreement, CoSo Cloud shall promptly, following Customer’s request, re-perform the

Services to Customer’s satisfaction and/or to remedy the breach or deficiency, without cost to

Customer.

(c) Records. CoSo Cloud will maintain books, records, documents and other evidence pertaining to costs, charges, fees and other expenses to the extent and in such detail as will properly evidence all costs for labor, materials, equipment, supplies and services, and other costs and expenses of whatever nature for which reimbursement is claimed under the provisions of this Agreement. Customer may examine or audit all books, documents, papers, or records of CoSo Cloud at all reasonable times during the term of this Agreement. CoSo

Cloud will safeguard and make them available to Customer for inspection for a period of up to three years following the completion or termination of the Services.

9. TERM AND TERMINATION.

(a) Term of Agreement. Unless earlier terminated as provided in this section, this

Agreement will be in effect for a period commencing on the Effective Date and expiring on the first anniversary of the Effective Date or on the date the services under this Agreement have been fully performed to the satisfaction of Customer and the Customer has paid CoSo

Cloud all amounts due hereunder, whichever is later.

(b) Termination. When the End User is an instrumentality of the U.S., recourse against the United States for any alleged breach of this Agreement must be brought as a dispute under the contract Disputes Clause (Contract Disputes Act). During any dispute under the Disputes Clause, CoSo shall proceed diligently with performance of this Agreement, pending final resolution of any request for relief, claim, appeal, or action arising under the Agreement, and comply with any decision of the Contracting Officer subject to CoSo Cloud’s right to appeal the decision and/or file suit consistent with FAR 52.233-1(f).

(c) Reserved.

(d) Effect of Termination. The provisions of Sections 2, 3, 5, 6, 7, 8, 10, 11, 12, and

13, will survive expiration or earlier termination of this Agreement.

10. CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY

RIGHTS.

(a) Confidential Information. CoSo Cloud will protect the confidentiality of and prevent unauthorized use, dissemination or publication of any information provided by Customer or the end users. CoSo Cloud will not use any information provided by Customer for any purpose other than performing the services under this Agreement. Such information will only be used by those employees or agents of CoSo Cloud who need to know such information for purposes related to this Agreement and/or the performance of the Services.

CoSo Cloud will not publish or reveal any such information to anyone, unless authorized by

Customer in writing. CoSo Cloud will protect the confidentiality of any such information with the same degree of care as CoSo Cloud uses for its own similar information. CoSo

Cloud recognizes that Federal agencies are subject to the Freedom of Information Act, 5

U.S.C. 552, which may require that certain information be released, despite being characterized as “confidential” by the vendor. In the event Customer receives a FOIA request for information characterized as “confidential” by CoSO Cloud, Customer shall notify CoSo

Cloud and permit it to take any steps it deems necessary to protect the confidentiality of such information, including for example, seeking an injunction in an appropriate forum.

(b) Intellectual Property Rights. Nothing in this Agreement or CoSo Cloud’s performance under this Agreement will constitute or be deemed to be a transfer of any intellectual property right CoSo Cloud has in the Software to Customer, its agent or any third-party. All right, title and interest in the software will remain as the property of CoSo Cloud.

11. INDEMNIFICATION.

(a) IP Indemnity. CoSo Cloud will indemnify Customer from any losses, damages or claims, including reasonable attorney fees incurred, that arise from a third-party allegation that the Software infringes or misappropriates such third party’s patent, copyright, trade secret, or trademark. In the event that the Software actually violates a third party’s intellectual property rights ("Infringing Software"), CoSo Cloud shall (a) modify any Infringing Software to make it non-infringing; (b) obtain a license to cause the Infringing Software to be non-infringing; or

(c) to the extent that the remedies under sub-clause (a) or (b) are not available, terminate the license for such Infringing Software and refund the amount received by CoSo Cloud for

Customer’s copy of such Infringing Software.

12. INDEPENDENT CONTRACTOR

Nothing contained in this Agreement shall be construed to deem CoSo Cloud as a partner, employee or agent of Customer, nor shall either party have the authority to bind the other in any respect, it being intended that each shall remain responsible for its own actions. CoSo Cloud is retained only for the limited purposes and to the extent set forth in this Agreement, and CoSo

Cloud’s relationship to Customer shall be that of an independent contractor. Neither CoSo Cloud nor CoSo Cloud’s personnel shall be deemed to be Customer’s employees. However, CoSo

Cloud’s personnel, shall in the performance of the services set forth herein, comply with all verbal or written instructions of Customer’s designated representatives.

13. DEPRECATION POLICY

(a) Customer acknowledges and agrees that CoSo Cloud as ultimate owner and licensor of the Software may discontinue any Software or any portion or feature of the Software for any reason at any time without liability to Customer.

(b) Notwithstanding the foregoing, if CoSo Cloud intends to discontinue or make backwards incompatible changes to the Software, CoSo Cloud will announce such change or discontinuance and will use commercially reasonable efforts to continue to operate those versions and features of the Software without these changes for at least one year after that announcement, unless (as CoSo Cloud determines in its reasonable good faith judgment) the discontinuance or modification:

i. is otherwise required by law or third party relationship (including if there is a change in applicable law or relationship); or

ii. doing so could create a security risk or substantial economic or material technical burden

14. MISCELLANEOUS.

(a) Federal Agency Users. The Software was developed solely at private expense and is commercial computer software with related documentation within the meaning of the

Federal Acquisition Regulations (“FAR”) and agency supplements to the FAR.

(b) Notices. All consents, approvals or other notices given under this Agreement will be in writing, and be delivered by (a) certified mail, postage prepaid and return receipt requested, (b) hand delivery or (c) overnight courier, and will be deemed effective upon receipt by the addressee at the address set forth on page one.

(c) No Assignment. CoSo Cloud shall not assign this Agreement or delegate its responsibilities hereunder without the consent of Customer in each instance. Customer may assign this Agreement at any time without the consent of CoSo Cloud.

(d) No Waiver. No waiver of any term, condition or provision of this Agreement will be deemed or will constitute a waiver of any other term, condition or provision, whether or not similar, nor will any waiver constitute a continuing waiver. No waiver will be binding unless made in writing and signed by both parties hereto.

(e) Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter set forth, and supersedes all prior and contemporaneous understandings, agreements and representations whether oral or written.

(f) Amendments. No supplement, modification or amendment of this Agreement will be binding unless in a writing that states that it is an amendment of this Agreement, and signed by an authorized representative of each party.

(g) Governing Law. This Agreement will be construed in accordance with and governed by the Federal laws of the United States of America.

(h) Counterparts. This Agreement may be executed in counterparts any one of which, or a copy of any one of which, shall be admissible into evidence, and all of which shall constitute one and the same agreement. The parties agree that they may rely on the facsimile signature of each party with respect to this Agreement or any waiver, amendment, supplement or consent relating thereto, with the same effect as if such signature was an original.

IN WITNESS WHEREOF, the parties have executed this Agreement

Ordering Activity

CoSo Cloud

By:______________________________

Name:

Title:

By:______________________________

Name: James R. Seaman

Title: Chief Revenue Officer

CoSo Cloud, LLC Terms of Service for CoSo Secure Private

Cloud Managed Services

These CoSo Cloud Terms of Service and Conditions are between CoSo Cloud, LLC and its affiliates (collectively, “CoSo Cloud”), and the governmental entity authorized to issue a

Purchase Order under GSA Schedule contracts (“You”). In the collective, CoSo Cloud and You shall be referred to as the “Parties.”

You agree that this Agreement (defined below) is like any written negotiated agreement signed by you. IF YOU WISH TO USE THE SERVICE IN YOUR CAPACITY AS AN EMPLOYEE, YOU MUST HAVE THE ABILITY TO BIND YOUR EMPLOYER. THIS AGREEMENT IS

ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY ON WHOSE BEHALF THE

SERVICE IS USED: FOR EXAMPLE, YOUR EMPLOYER.

You may have another written agreement directly with CoSo Cloud that supplements or supersedes all or portions of this agreement (a “Separate Agreement”). If you have entered into a

Separate Agreement with CoSo Cloud, this Agreement does not apply unless specifically referenced in and incorporated by such Separate Agreement.

1. Definitions.

• “Add-On” means additional products and services sold or licensed to you from time to time pursuant to an Order Form.

• “Agreement” means these terms and conditions, the License Metrics, and the CoSo Cloud

Privacy Policy attached hereto.

• “Appointee” means the authorized representative of your organization who administers various functions of the Service on your behalf.

• “Communications Services” means the communications services CoSo Cloud provides you through use of Adobe Connect, or similar software that include functionalities such as video and web conferencing, and mobile device integration.

• “Content” means all audio, video, multimedia, data, text, images, documents, computer programs, and any other information or materials uploaded by or on behalf of you in connection with your use of the Service.

• “Event” means a CoSo Cloud web event.

• “General Services” means CoSo Cloud Service offerings, including Adobe®

Connect managed services, Adobe hosting services, audio conferencing services, professional services, other Add-Ons and the CoSo Cloud Web site, that are not part of the Communications Services.

• “License Metrics” means terms set forth in an Order Form describing the scope of your right to use the Service.

• “Meeting” means CoSo Cloud Service offerings using Adobe® Connect Professional, or other meeting services, as applicable.

• “Meeting Attendees” means individuals who attend an online meeting or telephone conference enabled by the Service and hosted by you.

• “Order Form” means the cover sheet to this Agreement or any subsequent order form for additional products or services that has been accepted by CoSo Cloud.

• “Participant” means a third party, including Meeting Attendees and Appointees, who interacts with the Service as a result of such party’s relationship with or connection to you.

• “Personal Data” means personally identifiable information regarding a Participant.

“Privacy Policy” means CoSo Cloud’ Privacy Policy attached hereto.

• “Service” means individually and collectively, the CoSo Cloud service, including the

Communications Services and General Services.

2. Use of the Service.

a. Provision of the Service. Subject to your compliance with the terms and conditions of this Agreement, CoSo Cloud grants to you a non-exclusive, non-transferable, revocable right to access and use the Service according to the terms and conditions of this

Agreement and the applicable License Metrics described in each Order Form. Each Order

Form between you and CoSo Cloud will be governed by the provisions of this

Agreement.

b. Upgrades. CoSo Cloud, LLC provides flexible upgrade scheduling for its customers. When requested, CoSo Cloud will upgrade customers to the most current stable version supported by CoSo Cloud. Any upgrade version requested that is not part of CoSo Cloud’s current, standard deployment will require additional fees. Non-standard deployments are inclusive of Adobe Connect versions not supported by CoSo Cloud, not

CoSo Cloud’s current standard, and/or customized environments. CoSo Cloud reserves the right to upgrade any customer whose Connect version is older than 18 months. Additional fees may apply for maintaining older versions.

c. Capacity. CoSo Cloud LLC customers will be provided with 1 Terabyte of Storage.

Additional storage, system sizing, and bandwidth needs will be agreed upon during the initial agreement. Additional capacity, may be purchased as needed.

d. Authority to Use Service. You represent and warrant that you have all necessary right, power and authority to enter into this Agreement and to perform the acts required of you hereunder including having a valid license to use the software applications that generate Content, and the right to submit Content and your or a Participant’s Personal

Data in connection with the Service. Otherwise, you are not permitted to submit such

Content or Personal Data to CoSo Cloud or the Service.

e. Access to Service. You acknowledge that your ability to access the Service may require the payment of third-party fees (such as regulatory fees, telephone toll charges, ISP, or airtime charges) and that you are responsible for paying such fees. These fees may be in addition to any charges, fees, or other payments included in your License

Metrics. CoSo Cloud is not responsible for any equipment you may need to be able to access the Service.

f. Log-In Credentials. To gain access to and use the Service, you may be required to create a log-in ID and password (“Log-In Credentials”). You are responsible for all activity occurring under your Log-In Credentials, and you must keep your Log-In Credentials confidential and not share your Log-In Credentials with third parties. CoSo Cloud has no obligation or responsibility with regard to your use, distribution, disclosure, or management of Log- In Credentials. Notwithstanding the foregoing, CoSo Cloud may require you to change your Log-In Credentials CoSo Cloud believes your Log-In

Credentials are insecure or pose a risk to the Services.

g. Trial Use. In addition to the other terms of this Agreement, if you are a trial user of the

Service, your right to access and use the Service is limited as provided in the e-mail communication from CoSo Cloud acknowledging your right to use the Service, or as provided in the Web pages describing trial use of the Service. This trial Service might be offered by CoSo Cloud at a later time with different features, for a fee, or not at all, as determined by CoSo Cloud in its sole discretion. In order to maintain a consistent quality of service, CoSo Cloud reserves the right to temporarily suspend trial access to the

Service as needed.

h. Termination of Trial Service. Your right to use the Service on a trial basis shall terminate immediately upon expiration of the time period granted at the time you subscribed to the Service on a trial basis. In addition, CoSo Cloud reserves the right, for any reason in its sole discretion without prior notice, to discontinue or suspend your trial use, and to terminate your trial account. Your rights and the rights of Participants to access Content submitted to your account and processed by the Service shall terminate immediately upon termination of your right to use the Service.

i. Use of the Service.

i. Communications Services Generally. As part of the Service, you may choose to use Communications Services, which may include telephone, video and web conferencing, and mobile device integration. Your ability to use these

Communications Services is subject to this Agreement and the applicable License

Metrics, as well as any applicable policies or terms that the CoSo Cloud may apply from time and any applicable software product license agreements, which can be found on the relevant software vendor websites.

ii. Availability and Compatibility of Required Third Party Equipment and

Services. You may not be able to use the Service, if: (A) your equipment fails;

(B) the power required to operate your computer, router or modem, if applicable, fails; (C) your computer experiences hardware or software problems or viruses;

(D) your hardware or software is improperly installed; or (E) you are blocked or otherwise unable to access the CoSo Cloud network, such as by certain fax machines or firewalls. By using the Service, you acknowledge that the Service may be limited in certain circumstances and may not always be available.

CoSo Cloud shall not be liable for any (I) errors in transmission, (II) failure to establish any connections or (iii) failure of, or your inability to use the Service.

iii. Service Distinctions. You acknowledge and agree that the Communications

Services do not constitute or include traditional telephone services. Important distinctions exist between traditional telephone services and the Communications

Services and the Communications Services may be subject to different regulatory treatment from traditional telephone services. This treatment may limit or otherwise affect your rights of redress before federal, state or local telecommunications regulatory authorities.

iv. Connection Quality. You acknowledge that two-way VoIP conversations between your location and CoSo Cloud’s data centers consume Internet bandwidth and that in order to deliver high voice quality, the Internet connection must be sized appropriately for your usage environment. You further acknowledge that disruptions in the public Internet and in the ability of you or CoSo Cloud (or any affiliate or service provider thereof) to maintain sufficient

Internet bandwidth may affect the quality of any connection between you and CoSo Cloud. You also acknowledge that proper Virtual Local Area Network

(“VLAN”) and network configuration is essential to ensure high voice quality and you understand that you must appropriately configure your VLAN or other network in line with OEM-recommended best practices or employ other measures as necessary to ensure high voice quality. CoSo Cloud will not be held responsible or liable for poor voice quality due to insufficient Internet bandwidth or improper VLAN configurations at your location. You also acknowledge that other systems and applications sharing the same Internet connection that the voice conversations are using may affect the voice quality of those voice conversations.

In order to achieve the highest level of voice quality. CoSo Cloud strongly recommends that you use a dedicated Internet connection for voice traffic. CoSo Cloud will not be held responsible or liable for any poor voice quality or Communications Services-related issues that may arise from multiple application routing over a shared Internet connection.

j. Limitations. Without limiting the foregoing, the Service is not designed or licensed for use in hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, and life support or weapons systems. Without limiting the generality of the foregoing, CoSo Cloud, its affiliates, suppliers, licensors, and resellers specifically disclaim any express or implied warranty of fitness for such purposes.

3. Invoicing, Payment And Records.

a. Payment Terms. All fees due under this Agreement are payable in U.S. dollars only.

Payment terms for the Service and any Third-Party Services will be set forth on each

Order Form in accordance with the GSA Schedule Pricelist. If not set forth, all fees for products or services will be due thirty days from the receipt date of CoSo Cloud’s invoice.

b. Audit. You agree to keep all usual and proper records and books of account and all usual and proper entries relating to its use of the Service. CoSo Cloud may cause an audit and/or inspection to be made of the applicable records and facilities in order to verify compliance with this Agreement. Any such audit shall be conducted by an auditor selected by CoSo Cloud. Any audit and/or inspection shall be conducted subject to

Government security requirements, during regular business hours at your facilities with advance notice of at least 10 days. You agree to provide CoSo Cloud’s designated audit or inspection team access to the relevant records and facilities and prompt and reasonable cooperation in the audit. You shall pay CoSo Cloud the full amount of any underpayment revealed by the audit plus interest from the date such payments were due under the terms of this Section 10. Notwithstanding the foregoing, if such audit reveals an underpayment, you shall pay the amount underpaid with interest from the date such payment was due pursuant to this Section 10. This provision does not limit any additional rights and remedies at law or in equity that CoSo Cloud may have due to unauthorized use of the

Service.

4. Ownership of the Service and Marks

a. You acknowledge that CoSo Cloud and its licensors own all right, title, and interest in: (i) the Service; (ii) any CoSo Cloud software provided in connection with the Service; and

(iii) all graphics, logos, service marks, and trade names, including third-party names, product names, and brand names used by CoSo Cloud in connection with the Service (the

“Marks”). The terms “purchase” and “sale” in reference to the Service notwithstanding, it is expressly agreed by the parties that title to software provided through the Service does not pass to you and your rights with respect to such software will only be that of a licensee.