MAS - X Central LLC - 47QTCA24D0089

X-Central LLC | 2344 Vineyard Place | Boulder, CO 80304 | 720.413.4558 | 1 877.770.1855

GENERAL SERVICES ADMINISTRATION

FEDERAL SUPPLY SERVICE

AUTHORIZED FEDERAL SUPPLY SCHEDULE FSS PRICE LIST

Online access to contract ordering information, terms and conditions, up to date pricing, and the option to create an electronic delivery order are available through GSA Advantage!®, a menu driven database system. The INTERNET address GSA Advantage!® is: GSAAdvantage.gov

SCHEDULE TITLE: MULTIPLE AWARD SCHEDULE (MAS)

GROUP: INFORMATION TECHNOLOGY

FSC CLASS(ES) / PRODUCT CODE(S): 7A21

CONTRACT NUMBER: 47QTCA24D0089

For more information on ordering from Federal Supply Schedules click on FSS Schedules at GSA.gov

CONTRACT PERIOD: APRIL 24, 2024, through APRIL 23, 2029

COMPANY: X CENTRAL LLC

2344 Vineyard Pl.

Boulder, Colorado 80304-0649 Phone number: 720-413-4558 Fax number: 720-413-4558 Email: james@x-central.com

WEBSITE: www.x-central.com

CONTRACT ADMINISTRATOR: JAMES PARRA

Owner Phone number: 720-413-4558 Fax number: 720-413-4558 Email: james@x-central.com

BUSINESS SIZE: Small Business

BUSINESS TYPE: Minority-Owned Business, Self-Certified Small Disadvantaged Business, Hispanic American Owned

CUSTOMER INFORMATION:

1a. TABLE OF AWARDED SPECIAL ITEM NUMBER(S) WITH APPROPRIATE CROSS-

REFERENCE TO ITEM DESCRIPTIONS

511210 SOFTWARE LICENSES

OLM ORDER LEVEL MATERIALS

1b. LOWEST PRICED MODEL NUMBER AND PRICE FOR EACH SIN:

(Government net price based on a unit of one)

SEE APPENDIX A – GSA PROPOSED PRICE LIST – Page 5 - 6

1c. HOURLY RATES (Services Only):

NOT APPLICABLE

2. MAXIMUM ORDER: $500,000

NOTE TO ORDERING ACTIVITIES: *If the best value selection places your order over the Maximum Order identified in this catalog/pricelist, you have an opportunity to obtain a better schedule contract price. Before placing your order, contact the aforementioned contactor for a better price. The contractor may (1) offer a new price for this requirement (2) offer the lowest price available under this contract or (3) decline the order. A delivery order that exceeds the maximum order may be placed under the schedule contract in accordance with FAR 8.404.

3. MINIMUM ORDER: $100.00

4. GEOGRAPHIC COVERAGE (delivery area): 48 Contiguous States, Alaska, Hawaii, Puerto Rico, Washington DC, and U.S. Territories

5. POINT(S) OF PRODUCTION: N/A

6. DISCOUNT FROM LIST PRICES OR STATEMENT OF NET PRICE: Government Net Prices (discounts already deducted) are shown on the attached GSA Pricelist.

7. QUANITIY DISCOUNTS: Price per Printer or Per Task Order

8. PROMPT PAYMENT TERMS: 0.00%; 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: Not Applicable

10a. TIME OF DELIVERY: 30 Days or negotiated with ordering activity

10b. EXPEDITED DELIVERY: The schedule customer may contact the contractor for those rates.

10c. OVERNIGHT AND 2-DAY DELIVERY: The schedule customer may contact the contractor for those rates.

10d. URGENT REQUIREMENTS: Agencies can contact the Contractor’ Representative to ensure a faster delivery. Customers are encouraged to Contact the contractor for the purpose of requesting accelerated delivery.

11. FOB POINT: Destination

12a. ORDERING ADDRESS: X-CENTRAL LLC James Parra 2344 Vineyard Pl.

Boulder, CO 80304-0649

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: X-CENTRAL LLC

James Parra 2344 Vineyard Pl.

Boulder, CO 80304-0649

14. WARRANTY PROVISION: Standard Commercial Warranty

15. EXPORT PACKING CHARGES: Not Applicable

16. TERMS AND CONDITIONS OF RENTAL, MAINTENANCE, AND REPAIR (IF

APPLICABLE): Not Applicable

17. TEMS AND CONDITIONS OF INSTALLATION (IF APPLICABLE): Not Applicable

18a. TERMS AND CONDITIONS OF REPAIR PARTS INDICATION 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):

Not Applicable

19. LIST OF SERVICE AND DISTRIBUTION POINTS: Not Applicable

20. LIST OF PARTICIPATING DEALERS: Not Applicable

21. PREVENTITIVE MAINTENANCE: Not Applicable

22a. SPECIAL ATTRIBUTES: Not Applicable

22b. Section 508 Compliance for Electronic and Information Technology (EIT):

Not Applicable

23. UNIQUE ENTITY IDENTIFIER (UEI) NUMBER: DX3PF3NHBHG4

24. NOTIFICATION REGARDING REGISTRATION IN SYSTEM FOR AWARD

MANAGEMENT (SAM) DATABASE: Registered, and Registration is valid to May 7th, 2025 ~ Cage Code: 9DKT2

APPENDIX A GSA PRICE LIST

APPENDIX B TERMS AND CONDITIONS

APPENDIX A ~ GSA PRICE LIST

X CENTRAL LLC

SIN/SIN(s)

PROPOSED

BASE

PROUCT OR

ACCESSORY

MANUFACTURER

NAME

MFR PART

NO

VENDOR

PART NO

(if applicable)

PRODUCT NAME

PRODUCT DESCRIPTION

(Provide detailed product description)

UOI

DISCOUNT

PRICE

OFFERED

TO GSA

(including

IFF)

COO

511210 Base Product Vasion PLG-1-2-1Y PLG-1-2-1Y Term Software-PrinterLogic SaaS - Core Management Licenses

PrinterLogic SaaS Printer Management - One Year Agreement # of print Queues 1-2

EA $186.92 US

511210 Base Product Vasion PLG-3-9-1Y PLG-3-9-1Y Term Software-PrinterLogic SaaS - Core Management Licenses

PrinterLogic SaaS Printer Management - One Year Agreement # of Print Queues 3-9

EA $172.65 US

511210 Base Product Vasion PLG-10-24-1Y PLG-10-24-1Y Term Software-PrinterLogic SaaS - Core Management Licenses

PrinterLogic SaaS Printer Management - One Year Agreement # of Print Queues 10-24

EA $146.78 US

511210 Base Product Vasion PLG-25-49-1Y PLG-25-49-1Y Term Software- PrinterLogic SaaS - Core Management Licenses

PrinterLogic SaaS Printer Management - One Year Agreement # of Print Queues 25-49

EA $115.83 US

511210 Base Product Vasion PLG-50-99-1Y PLG-50-99-1Y Term Software-PrinterLogic SaaS - Core Management Licenses

PrinterLogic SaaS Printer Management - One Year Agreement # of Print Queues 50-99

EA $103.50 US

511210 Base Product Vasion

PLG-100-249-

1Y

PLG-100-249-

1Y

Term Software-PrinterLogic SaaS - Core Management Licenses

PrinterLogic SaaS Printer Management - One Year Agreement # of Print Queues 100-249

EA $91.41 US

511210 Base Product Vasion

PLG-250-499-

1Y

PLG-250-499-

1Y

Term Software-PrinterLogic SaaS - Core Management Licenses

PrinterLogic SaaS Printer Management - One Year Agreement # of Print Queues 250-499

EA $80.28 US

511210 Base Product Vasion

PLG-500-999-

1Y

PLG-500-999-

1Y

Term Software-PrinterLogic SaaS - Core Management Licenses

PrinterLogic SaaS Printer Management - One Year Agreement # of Print Queues 500-999

EA $71.09 US

511210 Base Product Vasion

PLG -1000+-

1Y

PLG- 1000+-

1Y

Term Software-PrinterLogic SaaS - Core Management Licenses

PrinterLogic SaaS Printer Management - One Year Agreement # of Print Queues 1000+

EA $62.97 US

511210 Base Product Vasion

PLG-ASB-1-2-

1Y

PLG-ASB-1-2-

1Y

Term Software-PrinterLogic SaaS - Advanced Security Bundle Licenses

Advanced Security Bundle - One Year Agreement #1-2 of print Queues

EA $59.49 US

511210 Base Product Vasion

PLG-ASB-3-9-

1Y

PLG-ASB-3-9-

1Y

Term Software-PrinterLogic SaaS - Advanced Security Bundle Licenses

Advanced Security Bundle - One Year Agreement # of print quesues 3-9

EA $54.65 US

511210 Base Product Vasion

PLG-ASB-10-

24-1Y

PLG-ASB-10-

24-1Y

Term Software-PrinterLogic SaaS - Advanced Security Bundle Licenses

Advanced Security Bundle - One Year Agreement # of print quesues 10-24

EA $46.43 US

511210 Base Product Vasion

PLG-ASB-25-

49-1Y

PLG-ASB-25-

49-1Y

Term Software-PrinterLogic SaaS - Advanced Security Bundle Licenses

Advanced Security Bundle - One Year Agreement # of print quesues 25-49

EA $39.66 US

511210 Base Product Vasion

PLG-ASB-50-

99-1Y

PLG-ASB-50-

99-1Y

Term Software-PrinterLogic SaaS - Advanced Security Bundle Licenses

Advanced Security Bundle - One Year Agreement # of print quesues 50-99

EA $35.55 US

511210 Base Product Vasion

PLG-ASB-100-

249-1Y

PLG-ASB-100-

249-1Y

Term Software-PrinterLogic SaaS - Advanced Security Bundle Licenses

Advanced Security Bundle - One Year Agreement # of print quesues 100-249

EA $31.48 US

511210 Base Product Vasion

PLG-ASB-250-

499-1Y

PLG-ASB-250-

499-1Y

Term Software-PrinterLogic SaaS - Advanced Security Bundle Licenses

Advanced Security Bundle - One Year Agreement # of print quesues 250-499

EA $27.42 US

511210 Base Product Vasion

PLG-ASB-500-

999-1Y

PLG-ASB-500-

999-1Y

Term Software-PrinterLogic SaaS - Advanced Security Bundle Licenses

Advanced Security Bundle - One Year Agreement # of print quesues 500-999

EA $24.37 US

511210 Base Product Vasion

PLG-ASB-

1000+-1Y

PLG-ASB-

1000+-1Y

Term Software-PrinterLogic SaaS - Advanced Security Bundle Licenses

Advanced Security Bundle - One Year Agreement # of print quesues 1000+

EA $21.33 US

SAAS SERVICES AGREEMENT

This SaaS Services Agreement is between X-Central, Inc., a Colorado Corporation (“X-Central”) and the individual or entity (“You,” “you,” “Your,” “your”) that is a recipient of X-Central’s service as described on the applicable invoice or order form, or otherwise provided to you under any trial period (“Trial Period”). X-Central and You are referred to individually and as a “Party” and collectively as the “Parties.” By accepting this agreement, you agree to follow and be bound by the terms and conditions of this agreement.

TERMS AND CONDITIONS

1. FREE TRIALS AND OFFERINGS

1.1 If you register on X-Central’s website for a free trial of any of X-Central’s SaaS solutions, or register to use any products that are offered by X-Central free of charge (“Services”), X-Central will make the Services available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use the applicable service(s), or (b) the start date of any services purchased by you, or (c) termination by X-Central or You in either Party’s sole discretion. Additional trial terms and conditions may appear on the trial.

1.2 ANY DATA YOU ENTER INTO THE SERVICES AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU DURING YOUR FREE TRIAL OR YOUR USE OF A FREE OFFERING WILL BE PERMANENTLY LOST UNLESS YOU (A) PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL OR FREE OFFERING, OR (B) PURCHASE APPLICABLE UPGRADED SERVICES, OR (C) EXPORT SUCH DATA BEFORE THE END OF THE TRIAL PERIOD. YOU CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL OR YOUR USE OF A FREE OFFERING TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL OR FREE OFFERING; THEREFORE, IF YOU PURCHASE A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL OR FREE OFFERING, YOU MUST EXPORT YOUR DATA BEFORE THE END OF THE TRIAL PERIOD OR YOUR DATA WILL BE PERMANENTLY

LOST.

NOTWITHSTANDING ANY REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS OTHERWISE MADE IN THIS AGREEMENT, DURING THE FREE TRIAL OR FREE OFFERING THE SERVICES ARE

PROVIDED “AS-IS” WITHOUT ANY WARRANTY.

1.3 LIMITATION OF LIABILITY IN NO EVENT SHALL X-CENTRAL BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST REVENUES, PROFITS, SAVINGS OR BUSINESS, OR CONTRIBUTION OR INDEMNITY IN RESPECT OF ANY CLAIM AGAINST YOU) OR LOSS OF RECORDS OR DATA, WHETHER IN AN ACTION BASED ON CONTRACT, WARRANTY, STRICT LIABILITY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, EVEN IF X-CENTRAL HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN

REASONABLY FORESEEN BY X-CENTRAL.

2. SAAS SERVICES AND SUPPORT

2.1 Subject to the terms of this Agreement, X-Central grants a limited, revocable, royalty-free, nonexclusive, nontransferable, worldwide license to install and use the Services and will use commercially reasonable efforts to provide You the Services in accordance with the Service Level Terms attached hereto as Exhibit B. As part of the registration process, You will identify an administrative user name and password for Your PrinterCloud account. X-Central reserves the right to refuse registration of or cancel passwords it deems inappropriate.

3. RESTRICTIONS AND RESPONSIBILITIES

3.1 You will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by X-Central or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.

3.2 Further, you may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the

X-Central v.190930

United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

3.3 You represent, covenant, and warrant that you will use the Services only in compliance with the Services specifications as provided by X-Central, the X-Central’s Acceptable Use Policy attached hereto as Exhibit A (the “Policy”), and all applicable laws and regulations. You hereby agree to indemnify and hold harmless X-Central against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from your use of Services. Although X-Central has no obligation to monitor your use of the Services, X-Central may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

3.4 You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You shall also be responsible for maintaining the security of the Equipment, your account, passwords (including, but not limited to, administrative and user passwords) and files, and for all uses of your account or the Equipment with or without your knowledge or consent.

4. CONFIDENTIALITY; PROPRIETARY RIGHTS

4.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of X-Central includes non-public information regarding features, functionality and performance of the Service. Your proprietary information includes non-public data provided by you to X-Central to enable the provision of the Services (“Your Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

4.2 You shall own all right, title and interest in and to your Data. X-Central shall own and retain all right, title and interest in and to (a) any data that is based on or derived from your Data and provided to you as part of the Services (b) the Services and Software, all improvements, enhancements or modifications thereto, (c) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (d) all intellectual property rights related to any of the foregoing.

4.3 Notwithstanding anything to the contrary, X-Central shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning your Data and data derived therefrom), and X-Central will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other X-Central offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

5. PAYMENT OF FEES

5.1 Upon purchase, you will pay X-Central the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”). Any additional services exceeding the Service Capacity set forth in the Order Form may be purchased at any time and shall fall within the Initial Service Term or the then-current renewal term and will be billed pro rata accordingly. X-Central reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon sixty (60) days prior notice to you (which may be sent by email). If you believe that X-Central has billed you incorrectly, you must contact X-Central no later than 60 days after the closing date on the first billing statement in which the error or problem appeared in order to receive an adjustment or credit. Inquiries should be directed to X-Central’s customer support department.

5.2 X-Central may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by X-Central thirty (30) days after the mailing date or electronic delivery date of the invoice.

Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.

You shall be responsible for all taxes associated with Services other than U.S. taxes based on X-Central’s net income.

6. TERM AND TERMINATION

6.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

6.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. You will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

7. WARRANTY AND DISCLAIMER

7.1 With the exceptions of Section 1 and Section 2 of this agreement, X-Central shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner.

Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by X-Central or by third-party providers, or because of other causes beyond X-Central’s reasonable control, but X-Central shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

HOWEVER, X-CENTRAL DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND X-CENTRAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A

PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. INDEMNITY

8.1 With the exception of Section 1 of this Agreement, X-Central shall hold you harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided X-Central is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; X-Central will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by X-Central, (ii) made in whole or in part in accordance with your specifications, (iii) that are modified after delivery by X-Central, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where you continue alleged infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where your use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by X-Central to be infringing, X-Central may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for you a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and your rights hereunder and provide you a refund of any prepaid, unused fees for the Service.

9. LIMITATION OF LIABILITY

9.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, X-CENTRAL AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES;

(C) FOR ANY MATTER BEYOND X-CENTRAL’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO X-CENTRAL FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT X-CENTRAL HAS BEEN ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES.

10. DATA PROTECTION

10.1 Each party agrees that, in the performance of its respective obligations under this Agreement, it shall comply with the provisions of General Data Protection Regulations (“Directive”) to the extent it applies to each of them.

10.2 For the purpose of this clause ‘data controller’, ‘data processor’, ‘data subject’, ‘Information Commissioner’, ‘personal data’ and ‘processing’ shall have the meanings given to them in the Directive.

10.3 The Parties agree that you are the data controller in respect of any personal data that X-Central processes in the course of providing services for you (other than business contact data processed by X-Central to allow it to manage your account), and that X-Central is the data processor of said personal data.

10.4 Further, the Parties agree that you are the Data Exporter and X-Central is the Data Importer as defined within the standard contractual clauses as amended and set forth in Exhibit C below, and the Parties agree to the terms and conditions of said standard contractual clauses.

11. MISCELLANEOUS

11.1 If any provision of this Agreement is found to be unenforceable or invalid, 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. This Agreement is not assignable, transferable or sub-licensable by you except with X-Central’s prior written consent. X-Central may transfer and assign any of its rights and obligations under this Agreement with written notice to you. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind X-Central in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing Party will be entitled to recover costs and attorneys’ fees.

11.2 All notices under this Agreement will be in writing and will be deemed to have been duly given (a) if personally delivered, when received; or (b) if transmitted by facsimile or email, when receipt is electronically confirmed; or (c) if sent for next day delivery, the day after it is sent by recognized overnight delivery service; or (d) if sent by certified or registered mail, return receipt requested, upon receipt. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of law’s provisions.

EXHIBIT A

Acceptable Use Policy

This ACCEPTABLE USE POLICY ("AUP") describes acceptable use of and access to the Services offered by X-Central.

BY ACCESSING OR USING THE SERVICES, YOU AGREE TO THE TERMS OF THIS AUP. If you violate this AUP or authorize or help others to do so, X-Central may suspend or terminate your use of the Services in accordance with the terms of the SaaS Service Agreement. Unless otherwise defined herein, all capitalized terms used within this AUP have the same meaning as ascribed to such terms in the SaaS Service Agreement.

PROHIBITED USE AND CONTENT. You may not upload Content or use the Services in a manner that X-Central believes:

1. Commits or encourages fraudulent or other illegal activities in violation of any applicable laws, international laws or treaties, regulations, legal agreements or X-Central’s published policies;

2. Use, store, share, host, copy, distribute, display, publish, transmit or send content that is or may be deemed offensive, inflammatory, hateful, defamatory, discriminatory, obscene, abusive, invasive of privacy, harmful to others, or otherwise objectionable;

3. Violates or otherwise encroaches on the rights of others, including, but not limited to, infringing or misappropriating any intellectual property or proprietary right of another;

4. Impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;

5. Modifies, alters, tampers with, repairs, or otherwise creates derivative works of any software included in the Services;

6. Reverse engineers, disassembles, or decompiles the Services or software included in the Services;

7. Accesses or uses the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas;

8. Disable, interfere with, abuse, disrupt, intercept, circumvent or otherwise violate the security of Services;

9. Uses any high volume automated means (including robots, spiders, scripts or similar data gathering or extraction methods) to access the Services or any other accounts, computer systems, or networks connected to the Services (each a "System");

10. Attempts to gain unauthorized access to any portion of the Services or any System, whether through hacking, password mining, or any other means;

11. Violates the security or integrity of a System, including, but not limited to:

o Accessing or using any System without permission, including attempts to probe, scan, or test the vulnerability of a System or to breach any security or authentication measures used by a System;

o Monitoring data or traffic on a System without permission;

o Forging packet or email headers, or any part of a message describing its origin or route;

o Uploading Content that contains viruses, worms, corrupt files, Trojan horses, or other forms of corruptive code, or any other content that may compromise the Services; or o Hacking, destabilizing, or adapting the Services, or altering another website to falsely imply it is affiliated with the Services;

12. Connects to any users, hosts, or networks where you do not have permission to communicate with such users, hosts, or networks, including, but not limited to:

o Monitoring or crawling a System so that such System is impaired or disrupted;

o Conducting denial of service attacks;

o Intentionally interfering with the proper functioning of any System, including any deliberate attempt to overload a system by any means;

o Operating network services like open proxies, open mail relays, or open recursive domain name servers; or o Using means (manual or electronic) to avoid any use limitations placed on a System, such as access and storage restrictions;

13. Distributes, publishes, sends, or facilitates unsolicited mass e-mailings, promotions, advertising, or solicitations, including commercial advertising and informational announcements;

14. Alter, forge, or obscure mail headers or assume a sender’s identity without the sender’s express permission, nor collect replies to messages sent from another internet service provider if those messages violate this Policy of the acceptable use policy of that provider.

X-Central has the sole discretion to determine whether Content or your use of the Services is prohibited. All Content that is provided to X-Central or actions that are performed via your account, whether provided or performed by your employees, your contractors, or you and your end users, are the sole responsibility of you.

MONITORING AND ENFORCEMENT.

While not obligated to perform investigations, in accordance with the terms of the you Agreement, X-Central may:

1. Investigate violations of this AUP or misuse of the Services;

2. Investigate and help prevent security threats, fraud, or other illegal, malicious, or inappropriate activity;

3. Remove, disable access to, or modify any Content or resource that X-Central believes violates this AUP or any other agreement X-Central has with you for use of the Services; or

4. Suspend or terminate provision of Services to you for uses that violate this AUP or any other agreement X-Central has with you for use of the Services. X-Central may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. X-Central’s reporting may include disclosing any appropriate information belonging to you. X-Central also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this AUP.

REPORT VIOLATIONS.

You can report abuse of this AUP to support@printercloud.com.

MODIFICATIONS TO THE AUP.

X-Central may, in its sole and absolute discretion, modify this AUP from time to time. X-Central will notify you of any changes or as provided in the Customer Agreement. If you object to any such changes, your sole recourse shall be to cease using the Services. Continued use of the Services following notice of any such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

EXHIBIT B

Service Level Terms

The Services shall be available 99.5%, measured monthly, excluding holidays and weekends and scheduled maintenance.

If you request maintenance during excluded holidays, weekends, or days designated for scheduled maintenance, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond X-Central’s control will also be excluded from any such calculation.

X-Central’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of X-Central to provide adequate service levels under this Agreement.

EXHIBIT C

(Amended) Standard contractual clauses—controller to processor

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection

Name of the data exporting organization: the individual or entity that is a recipient of X-Central’s service as described on the applicable invoice or order form, or otherwise provided to said individual or entity under any trial period. (the data exporter)

And

Name of the data importing organization: X-Central, Inc.

Address: 1495 Canyon Blvd. #146 Boulder, CO 80302 USA

Tel: (877) 770-12855

E-mail: support@X-Central.com

Other information needed to identify the organization: www.X-Central.com .

(the data importer) each a ‘party’; together ‘the parties’, HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.

1 Definitions

For the purposes of the Clauses:

(a) ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;

(b) ‘the data exporter’ means the controller who transfers the personal data;

(c) ‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;

(d) ‘the sub-processor’ means any processor engaged by the data importer or by any other sub-processor of the data importer who agrees to receive from the data importer or from any other sub-processor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;

(e) ‘the applicable data protection Law’ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;

(f) ‘technical and organizational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

2 Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

3 Third-party beneficiary clause

1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party http://www.printerlogic.com beneficiary.

2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.

3. The data subject can enforce against the sub-processor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.

4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

4 Obligations of the data exporter

The data exporter agrees and warrants:

(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;

(b) that it has instructed and throughout the duration of the personal data-processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;

(c) that the data importer will provide sufficient guarantees in respect of the technical and organizational security measures specified in Appendix 2 to this contract;

(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;

(e) that it will ensure compliance with the security measures;

(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;

(g) to forward any notification received from the data importer or any sub-processor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;

(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2 and a summary description of the security measures, as well as a copy of any contract for sub-processing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;

(i) that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by a sub-processor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and

(j) that it will ensure compliance with Clause 4(a) to (i).

5 Obligations of the data importer

The data importer agrees and warrants:

(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(c) that it has implemented the technical and organizational security measures specified in Appendix 2 before processing the personal data transferred;

(d) that it will promptly notify the data exporter about:

(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation;

(ii) any accidental or unauthorized access; and

(iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorized to do so;

(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;

(f) at the request of the data exporter once in any twelve month period to submit its data-processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the appropriately professionally qualified and sufficiently competent personnel of data exporter or [an inspection body composed of independent members] in possession of the required professional qualifications bound by a duty of confidentiality (which the importer may require to be made directly with it), selected by the data exporter, where applicable, in agreement with the supervisory authority. The parties agree that (i) where the data importer has achieved relevant certification it shall be permitted to substitute evidence of such certification in place of the requirement to submit to an audit under this clause and (ii) where the data importer has already undergone an audit within the previous three (3) year period then it shall be permitted to provide a copy of the resulting report to the data exporter as evidence of its compliance with the relevant data protection laws. The foregoing is subject to the provision that any resulting report shall be maintained as strictly confidential, an original copy is promptly provided to the importer by or on behalf of the exporter and all intellectual property rights in the report and its contents shall be deemed to be those of the importer.

(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for sub-processing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;

(h) that, in the event of sub-processing, it has previously informed the data exporter of the nature of any sub-processing and will make available to the data exporter notification of any changes to such sub-processors on its website (the data exporter hereby consents to such sub-processing rights and notification obligations;

(i) that the processing services by the sub-processor will be carried out in accordance with Clause 11;

(j) to send promptly on request a redacted copy of any sub-processor agreement it concludes under the Clauses to the data exporter.

6 Liability

1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or sub-processor is entitled to receive compensation from the data exporter for the damage suffered.

2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his sub-processor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, in which case the data subject can enforce its rights against such entity.

The data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own liabilities.

3. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the sub-processor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the sub-processor agrees that the data subject may issue a claim against the data sub-processor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the sub-processor shall be limited to its own processing operations under the Clauses.

7 Mediation and jurisdiction

1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:

(a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;

(b) to refer the dispute to the courts in the Member State in which the data exporter is established.

2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

8 Cooperation with supervisory authorities

1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.

2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any sub-processor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.

3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5(b).

9 Governing law

The Clauses shall be governed by the law of the Member State in which the data exporter is established.

10 Variation of the contract

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on…