MAS - Socialbridge Technologies, Inc. - GS35F0530X

SocialBridge Technologies, Inc. Page | 1 GS-35F-0530X

GENERAL SERVICES ADMINISTRATION

FEDERAL SUPPLY SERVICE

AUTHORIZED FEDERAL SUPPLY SCHEDULE PRICE LIST

Online access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order is available through GSA Advantage!, a menu-driven database system.

The internet address for GSA Advantage! is http://www.gsaadvantage.gov

MULTIPLE AWARD SCHEDULE (MAS)

LARGE CATEGORY F: INFORMATION TECHNOLOGY

CONTRACT NUMBER:

GS-35F-0530X

For more information on ordering from Federal Supply Schedules click on the FSS Schedules button at:

http://fss.gsa.gov/

.CONTRACT PERIOD:

July 28, 2011 – July 27, 2026

Pricelist current through Modification # PO-0009

SocialBridge Technologies, Inc.

4635 Southwest Fwy, Suite 700

Houston, TX 77027 Phone Number: (954) 457-3330

Fax Number: (954) 456-6700 Email: info@socialbridgetec.com

Website: https://socialbridgetec.com

CONTRACTOR’S ADMINISTRATION SOURCE:

Doug Taylor, President Phone number: (703) 346-2032

Email: dtaylor@socialbridgetec.com

BUSINESS SIZE:

Small, Minority-Owned Business http://www.gsaadvantage.gov/ http://fss.gsa.gov/ mailto:info@socialbridgetec.com https://socialbridgetec.com/ mailto:dtaylor@socialbridgetec.com

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CUSTOMER INFORMATION:

1a. TABLE OF AWARDED SPECIAL ITEM NUMBERS (SINs)

Special Item No. 511210 Software Licenses Special Item No. 54151 Software Maintenance Services Special Item No. 54151ECOM Electronic Commerce and Subscription Services

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

Please refer to our rates on page 8

1c. HOURLY RATES (Services only):

Please refer to our rates on page 8

2. MAXIMUM ORDER:

The maximum order for the following Special Item Numbers (SINs) is $500,000.00:

Special Item No. 511210 Software Licenses Special Item No. 54151 Software Maintenance Services Special Item No. 54151ECOM Electronic Commerce and Subscription Services

3. MINIMUM ORDER:

The minimum dollar value of orders to be issued is $100.00.

4. GEOGRAPHIC COVERAGE:

Domestic Delivery

5. POINT(S) OF PRODUCTION:

United States

6. DISCOUNT FROM LIST PRICES:

Prices shown are NET Prices; Basic Discounts have been deducted.

7. QUANTITY DISCOUNT(S):

None

8. PROMPT PAYMENT TERMS:

0% - Net 30 days

9. FOREIGN ITEMS:

N/A

10a. TIME OF DELIVERY:

The Contractor shall deliver to destination within the number of calendar days after receipt of order, as set forth below:

SPECIAL ITEM NUMBER DELIVERY TIME

511210 2 Days 54151 ** Days

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54151ECOM ** Days

**To be negotiated between the Contractor and the Ordering Agency

10b. EXPEDITED DELIVERY:

To be negotiated between the Contractor and the Ordering Agency

10c. OVERNIGHT AND 2-DAY DELIVERY:

To be negotiated between the Contractor and the Ordering Agency

10d. URGENT REQUIRMENTS:

To be negotiated between the Contractor and the Ordering Agency

11. FOB POINT:

Destination

12a. ORDERING ADDRESS:

Same as contractor

12b. ORDERING PROCEDURES:

Ordering activities shall use the ordering procedures described in Federal Acquisition Regulation (FAR) 8.405-3 when placing an order or establishing a Blanket Purchase Agreement (BPA) for supplies or services.

13. PAYMENT ADDRESS:

Same as contractor

14. WARRANTY PROVISION:

Standard Commercial Warranty

15. EXPORT PACKING CHARGES:

Not Applicable

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

17. TERMS AND CONDITIONS OF INSTALLATION (IF APPLICABLE):

Not Applicable

18a. TERMS AND CONDITIONS OF REPAIR PARTS INDICATING DATE OF PARTS PRICE LISTS AND

ANY DISCOUNTS FROM LIST PRICES (IF AVAILABLE):

Not Applicable

18b. TERMS AND CONDITIONS FOR ANY OTHER SERVICES (IF APPLICABLE):

19. LIST OF SERVICE AND DISTRIBUTION POINTS (IF APPLICABLE):

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

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

23. Unique Entity Identifier (UEI) Number: NSU2BB4CDRN4

DUNS NUMBER: 148103182 CAGE CODE: 57DN0

24. NOTIFICATION REGARDING REGISTRATION IN SYSTEM FOR AWARD MANAGEMENT (SAM)

DATABASE:

Contractor has an Active Registration in the SAM database.

http://www.section508.gov/

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SOCIALBRIDGE TECHNOLOGIES, INC. GSA PRICING –

PRODUCT DESCRIPTION

LICENSE FEE WITH SURVEY MODULE

Tracking At-A-Glance® (TAAG) License Fee including Survey Module; one-time fee which includes one department/location for an unlimited number of users. Fee includes 4 days of basic software training.

Tracking At-A-Glance® (TAAG) Case Management and Performance Tracking Software, a web-based, intuitive software application for case management and performance tracking. TAAG is designed to enable government agencies, housing authorities, disaster relief organizations, and other non-profit and social services agencies to streamline the delivery of services to clients, automate the case management process, and manage caseloads from intake through program completion.

Tracking At-A-Glance® enables agencies to quantify program outcomes, increasing internal and external accountability. TAAG provides users with increased flexibility, real-time data, and cost savings due to reduced service duplication. TAAG software is highly customizable. With a point-and-click interface, site administrators can add, edit or delete from drop-down lists as needed to meet program requirements. All data fields are searchable, reportable, and exportable. Reports can be created based on any data field and can be exported to Microsoft Word, Excel, or Access. Tracking At-A-Glance® reduces administrative burdens on case workers, managers, etc., enabling them to spend more time with their clients and achieve greater results. TAAG has seven (7) levels of security that limit access to caseload information.

SocialBridge Technologies provides four days of on-site, basic, end-user training including one day of grant-building for corporate users and select staff members. The purpose of this training is two-fold. IT and/or management staff designated to have “corporate” security access will be trained to customize the drop-down lists in Tracking At-A-Glance® (TAAG). They will also learn how to manually enter and/or edit new users, funding programs, service providers, etc. All users will be given an overview of the entire TAAG system and the case management process. The instructor will “walk through’’ all the client input screens for an existing client (fake). For hands-on training, users will be provided with sample resident scenarios to practice entering data. This gives trainees an opportunity to learn and ask relevant “real-life” questions.

LICENSE WITH SURVEY MODULE ANNUAL MAINTENANCE AND SUPPORT

Includes maintenance and support on an annual basis for one Department/Location. Annual maintenance includes bug fixes, periodic patches, and complete version updates including new features/enhancements.

Bugs are automatically reported (the user is informed on the screen that an error occurred and was sent to our technical staff) and are corrected within 24 hours, although the average fix occurs in less than one hour, after which the user is immediately informed by internal note, phone call and/or e-mail. Periodic patches are installed on the average of twice monthly. Full version upgrades usually occur quarterly and are accompanied by detailed documentation. Technical support is available to all TAAG users. Users can submit a request directly from the system. The request is immediately relayed to our support specialists, one of whom will usually respond within fifteen minutes.

LICENSE FEE

Tracking At-A-Glance® (TAAG) License Fee; one-time fee which includes one department/location for an unlimited number of users. Fee includes 3 days of basic software training.

Tracking At-A-Glance® (TAAG) Case Management and Performance Tracking Software, a web-based, intuitive software application for case management and performance tracking. TAAG is designed to enable government agencies, housing authorities, disaster relief organizations, and other non-profit and social services agencies to streamline the delivery of services to clients, automate the case management process, and manage caseloads from intake through program completion.

Tracking At-A-Glance® enables agencies to quantify program outcomes, increasing internal and external accountability. TAAG provides users with increased flexibility, real-time data, and cost savings due to reduced service duplication. TAAG software is highly customizable. With a point-and-click interface, site administrators

SocialBridge Technologies, Inc. Page | 6 GS-35F-0530X can add, edit or delete from drop-down lists as needed to meet program requirements. All data fields are searchable, reportable, and exportable. Reports can be created based on any data field and can be exported to Microsoft Word, Excel, or Access. Tracking At-A-Glance® reduces administrative burdens on case workers, managers, etc., enabling them to spend more time with their clients and achieve greater results. TAAG has seven (7) levels of security that limit access to caseload information.

SocialBridge Technologies provides three days of on-site, basic, end-user training including one day of grant-building for corporate users and select staff members. The purpose of this training is two-fold. IT and/or management staff designated to have “corporate” security access will be trained to customize the drop-down lists in Tracking At-A-Glance® (TAAG). They will also learn how to manually enter and/or edit new users, funding programs, service providers, etc. All users will be given an overview of the entire TAAG system and the case management process. The instructor will “walk through’’ all the client input screens for an existing client (fake). For hands-on training, users will be provided with sample resident scenarios to practice entering data. This gives trainees an opportunity to learn and ask relevant “real-life” questions.

LICENSE ANNUAL MAINTENANCE AND SUPPORT

Includes maintenance and support on an annual basis for one Department/Location. Annual maintenance includes bug fixes, periodic patches, and complete version updates including new features/enhancements.

Bugs are automatically reported (the user is informed on the screen that an error occurred and was sent to our technical staff) and are corrected within 24 hours, although the average fix occurs in less than one hour, after which the user is immediately informed by internal note, phone call and/or e-mail. Periodic patches are installed on the average of twice monthly. Full version upgrades usually occur quarterly and are accompanied by detailed documentation. Technical support is available to all TAAG users. Users can submit a request directly from the system. The request is immediately relayed to our support specialists, one of whom will usually respond within fifteen minutes.

ADDITIONAL DEPARTMENT/ LOCATION LICENSE FEE

An additional department/location license fee; one-time fee that is needed when clients want to limit access to client information for a specific group of users.

ADDITIONAL DEPARTMENT/LOCATION LICENSE ANNUAL MAINTENANCE AND SUPPORT

Includes maintenance and support on an annual basis for each additional Department/Location. Annual maintenance includes bug fixes, periodic patches, and complete version updates including new features/enhancements. Bugs are automatically reported (the user is informed on the screen that an error occurred and was sent to our technical staff) and are corrected within 24 hours, although the average fix occurs in less than one hour, after which the user is immediately informed by internal note, phone call and/or e-mail. Periodic patches are installed on the average of twice monthly. Full version upgrades usually occur quarterly and are accompanied by detailed documentation. Technical support is available to all TAAG users.

Users can submit a request directly from the system. The request is immediately relayed to our support specialists, one of whom will usually respond within fifteen minutes.

INTERFACE LICENSE FEE

Clients will create a holding table and populate it with general, demographic and income information for your clients and their households from your current software. SocialBridge Technologies will then map this information to the proper fields in Tracking At-A-Glance® (TAAG).

INTERFACE LICENSE ANNUAL MAINTENANCE AND SUPPORT

SocialBridge Technologies will provide annual maintenance and support on the Interface License Fee.

SET-UP, INSTALLATION AND CONFIGURATION

Includes set-up, installation and configuration of Tracking At-A-Glance® software. When installation on client's server is required, installation and configuration of ColdFusion is also included at no additional charge.

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DATABASE POPULATION

Database population of Name, Address/Phone, Gender, Race, Ethnicity, SS#, and DOB for Heads of Household and all household members when applicable (via custom Excel spreadsheet); NOTE: Price is per program or spreadsheet, but there is no limit to the number of clients per spreadsheet.

ADDITIONAL TRAINING

Training is customized for our clients so that Tracking At-A-Glance® (TAAG) is seamlessly incorporated into their case management process. NOTE: Price is per day; travel and expenses are additional.

TROUBLESHOOTING

When Tracking At-A-Glance® (TAAG) is installed on a client's server and users cannot log in or are having difficulty specific to their server/network, we provide technical consulting/troubleshooting services.

HOSTING

Our hosting services eliminate the need for you to maintain a server to house your Tracking At-A-Glance® (TAAG) database. We provide daily backups, anti-virus protection, server upgrades, and all Windows/SQL Server/ColdFusion updates. NOTE: Price is per month, per department/location, with a maximum price of $3,540.00 per month. Price is paid annually.

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SOCIALBRIDGE TECHNOLOGIES, INC. GSA PRICING

SIN Product/ Service Name GSA Price w/o IFF GSA Price w/ IFF Unit of Measure

511210 License Fee with Survey Module $47,025.00 $47,380.35 One-Time Fee

54151

License with Survey Module Annual Maintenance and Support $9,603.00 $9,675.57 Annual Fee

511210 License Fee $39,900.00 $40,201.51 One-Time Fee

54151

License Annual Maintenance and Support $8,148.00 $8,209.57 Annual Fee

511210 Additional Department/ Location License Fee $3,990.00 $4,020.15 One-Time Fee

54151

Additional Department/Location License Annual Maintenance and Support $814.80 $820.96 Annual Fee

511210 Interface License Fee $4,275.00 $4,307.30 One-Time Fee

54151

Interface License Annual Maintenance and Support $855.00 $861.46 Annual Fee

54151 Set-up, Installation and Configuration $3,705.00 $3,733.00 One-Time Fee

54151 Database Population $570.00 $574.31 Per program or spreadsheet

54151 Additional Training $1,710.00 $1,722.92 Per day

54151 Troubleshooting $142.50 $143.58 Per hour

54151ECOM Hosting $475.00 $478.59

Per month per department/location to a maximum of $3,540.00

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LICENSE & MAINTENANCE AGREEMENT WITH HOSTED SERVICES

This License and Maintenance Agreement is between SocialBridge Technologies, Inc., a Florida corporation with offices at 4635 Southwest Freeway, Suite 700, Houston, TX 77027 (“SocialBridge Technologies”), whose GSA Contract Number is GS-35F-0530X, and the (“Customer”).

TERMS AND CONDITIONS

1. DEFINITIONS.

1.1. “Affiliates” means any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly control, are controlled by, or are under common control with a party to this Agreement.

1.2. “Agreement” shall mean collectively (i) this agreement, (ii) all of the schedules and exhibits referenced in this agreement, and (iii) all amendments that the parties may mutually agree in writing to attach to this agreement from time-to-time.

1.3. “Business Day” means Monday through Friday, from 9 AM to 5 PM, as determined by local time in Fort Lauderdale, Florida, excluding recognized federal legal holidays.

1.4. “Code” means computer-programming code. Unless otherwise specified, Code includes both object code and source code, as well as any Modifications or Enhancements (as defined below) thereto created, received or acquired by Customer from SocialBridge Technologies from time to time.

1.5. “Confidential Information” means nonpublic information that a party to this Agreement (the “Disclosing Party”) designates as being confidential to the party that receives such information (the “Receiving Party”) or which, under the circumstances surrounding disclosure should be treated as confidential by the Receiving Party. Confidential Information includes, but shall not be limited to, information in tangible or intangible form relating to and/or including released or unreleased Disclosing Party software products, business policies or practices, data collected at a Point of Sale, and information received from others that the Disclosing Party is obligated to treat as confidential. The term “Disclosing Party” shall include all Affiliates of the Disclosing Party, and the term “Receiving Party” shall include all Affiliates of the Receiving Party. Confidential Information shall not include any information that (i) is or subsequently becomes publicly available without the Receiving Party’s breach of any obligation owed to the Disclosing Party; (ii) became known to the Receiving Party prior to the Disclosing Party’s disclosure of such information to the Receiving Party pursuant to the terms of this Agreement; (iii) became known to the Receiving Party from a source other than the Disclosing Party and other than by the breach of an obligation of confidentiality owed to the Disclosing Party; or (iv) is independently developed by the Receiving Party.

1.6. “Designated Person” means that definition provided in Schedule 4.3.

1.7. “Derivative Work” means a work that includes or is based upon one or more preexisting works (including computer software), such as a revision, modification, translation, abridgment, condensation, expansion, or any other form in which such preexisting works may be utilized, incorporated in, recast, transformed, or adapted, and that, if prepared without authorization of the owner of the intellectual property rights in such preexisting work, would constitute an infringement of such rights. For purposes hereof, a Derivative Work shall also include any software or Code that incorporates a preexisting work or portion thereof in which SocialBridge Technologies owns the intellectual property rights.

1.8. “Documentation” shall mean all electronic end-user help files, other electronic documentation and/or hard copy manuals that SocialBridge Technologies creates in connection with the usage, maintenance and/or correction of the Software.

1.9. “Enhancements” means any changes or additions to the Software (but not Modifications), including all new methods, concepts, or releases that improve existing functions, add new functions, or improve

SocialBridge Technologies, Inc. Page | 10 GS-35F-0530X performance. Enhancements also means changes or additions to the Documentation that are made as a result of Enhancements to the Code of the Software.

1.10. “Error” means any problem, omission, defect in design, coding, or documentation which adversely impacts the Software, and which can be reasonably verified through repetition, or is otherwise evident or apparent.

1.11. “Fees” shall mean collectively the Setup Fees, Location License Fees, Hosting Fees, Maintenance Fees, as well as all additional, related costs and surcharges required to be paid to SocialBridge Technologies pursuant to the GSA Schedule 70 contract and individual ordering document.

1.12. “Installation Work Order” means that document by which Customer requests SocialBridge Technologies to install the Software at particular location and, subsequently, acknowledges that such work has been completed.

1.13. “Modifications” means any changes or additions to the Software that correct Errors, support new releases of the operating system(s) with which or on which any future versions of the Software are designed to operate, support new input/output devices, or provide other incidental updates and corrections.

Modifications also means any modifications or revisions to the Documentation that are requested, needed or made as a result of modifications or revisions to the Software.

1.14. “Requested Support” means that definition provided in Schedule 4.3.

1.15. “Routine Support” means that definition provided in Schedule 4.3.

1.16. “Software” means that certain total software package advertised and sold under the brand name “Tracking At-A-Glance®” (which may include software licensed from parties other than SocialBridge Technologies) as well as all Code, Documentation, Derivative Works, Enhancements, Modifications, updates or additions of, in or to the Software package.

1.17. “Subscription Services” shall mean collectively all services provided to a User through Tracking At-A-Glance™.

1.18. “Term” shall mean that definition provided in Section 5 of this Agreement.

1.19. “Third Party Hardware” means all hardware, including but not limited to microprocessors, hard and floppy drives, CD ROM drives, DVD ROM Drives, memory chips, printed circuit boards, modems, monitors and cables, which are not supplied to Customer by SocialBridge Technologies.

1.20. “Third Party Software” means all computer software, including but not limited to operating systems (e.g., Windows, Unix), Internet browsers, applications, batch files, system files, data files and executable files, which are not supplied to Customer by SocialBridge Technologies.

1.21. “Use” (or “Uses”) (with the initial letter “u” capitalized) means to execute the functions of the Software, perform entries or modifications as directed by the Documentation or SocialBridge Technologies staff, and display, manipulate and/or print data entered into, or received by, the Software.

1.22. “User” means (i) an employee of Customer or (ii) a third party who is a designated representative of Customer and has been given a password by Customer to use the Subscription Services.

2. LICENSE GRANT.

2.1. License. Provided that the Customer has paid the Fees, during the Term of this Agreement SocialBridge Technologies hereby grants to Customer a limited, non-transferable, and non-exclusive license for an unlimited number of Users at the number of departments/locations set forth in this Agreement to access and use the Subscription Services for Customer’s internal business uses only, which uses shall be limited solely to those

SocialBridge Technologies, Inc. Page | 11 GS-35F-0530X functions and features specifically made available to Customer through the Software, and for which Customer has agreed to pay.

2.2. Restrictions on Use of Software. This limited license granted to Customer is the sole license provided by SocialBridge Technologies to Customer, and unless prior written approval is obtained from SocialBridge Technologies, Customer shall strictly adhere to the permissible Uses of the Software as well as conditions listed below. Any breach of these restrictions shall be considered to be a material breach of this Agreement and, notwithstanding any provision to the contrary, shall permit SocialBridge Technologies in its sole and exclusive option to terminate this Agreement.

2.2.1. Customer shall not reproduce, prepare Derivative Works based upon, distribute copies of, perform, display, make or sell the Software except as otherwise specified in this Agreement.

2.2.2. Customer shall Use the Software for its internal purposes only, and shall not Use the Software for third-party training, commercial time-sharing, outsourcing or rental use.

2.2.3. Customer shall not assign, sublicense, lease or rent the Software, and shall permit use of the Software only at the locations indicated on Schedule 3.0.

2.2.4. Customer shall neither decrypt, view, copy, modify or disseminate the source code of the Software nor encourage any third party to do so or attempt to do so. Further, Customer shall neither directly alter the table structure of the Software nor alter the system administrator data in any table.

3. INSTALLATION; ADDITIONAL SERVICES; MAINTENANCE.

3.1. Software Installation. SocialBridge Technologies shall be responsible for installing the Software on SocialBridge Technologies’ server.

3.2. Additional Services. If Customer elects to have SocialBridge Technologies perform any services that are not specifically described in this Agreement (collectively, “Additional Services”), the parties shall complete and sign an Installation Work Order, the form and substance of which shall not materially deviate from the sample attached as Exhibit A to this Agreement. SocialBridge Technologies shall not be obligated to perform any services requested by Customer that fall outside the scope of this Agreement unless SocialBridge Technologies agrees to do so through a written and executed Installation Work Order. The fees for Additional Services shall be set forth on each Installation Work Order, and shall be paid no later than thirty (30) days after invoice for payment by SocialBridge Technologies to Customer.

3.3. Maintenance; Support. SocialBridge Technologies shall provide maintenance and support for the Software as provided in the attached Schedule 4.3. The fees for maintenance and support shall be as set forth on Schedule 3.0 (the “Maintenance Fees”). Customer shall be required to subscribe to SocialBridge Technologies’ maintenance services during the entire term of this Agreement. Upon termination of such maintenance services, this Agreement shall immediately terminate.

3.3.1. In no event shall SocialBridge Technologies be obligated to provide maintenance and support for any Third Party Hardware or Third Party Software. From time to time, SocialBridge Technologies may offer helpful suggestions to Customer related to Third Party Hardware or Third Party Software, however, such information is not intended to be, nor shall it be interpreted by Customer as, technical advice.

3.3.2. Customer is aware and acknowledges that Third Party Hardware or Third Party Software installed at Customer’s location after the initial installation of the Software may adversely affect the integrity, efficiency or operation of the Software. Customer understands and agrees that installation of such third party materials after the initial installation of the Software is done solely at Customer’s risk.

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4. TERM; TERMINATION.

4.1. Term. Unless otherwise agreed to by the parties in writing, the initial term of this Agreement shall commence as of the later date of the signatures below (the “Effective Date”) and shall continue for a period of one year (the “Initial Term”).

4.2. Termination by Customer Termination of this Agreement shall be made in accordance with the GSA Schedule 70 contract and Federal Acquisition Regulation (FAR).

4.3. License Upon Termination. Upon termination of this Agreement, all licenses granted to

Customer pursuant to this Agreement shall immediately and permanently expire, all passwords provided to Customer and Users shall be disabled, and all indisputable Fees due to SocialBridge Technologies by Customer shall become immediately due and payable.

4.4. Destruction / Return of Software. Within twenty (20) days after termination of this Agreement, Customer shall cease using the Software and delete all copies of the Software in Customer’s possession, and certify in writing to SocialBridge Technologies within twenty (20) days after termination that Customer has complied with the provisions of this Section. Customer shall be permitted to retain any data it created during the term of this Agreement.

5. OWNERSHIP.

5.1. Other than the limited license granted to Customer by this Agreement, all right, title and interest in and to the Software and Subscription Services, including all patents, trademarks, copyrights, trade secrets and all other intellectual property and proprietary rights therein (collectively, “SocialBridge Technologies’ IP Rights”), are owned by and shall remain owned by SocialBridge Technologies. Customer shall not take or encourage any action that negatively affects SocialBridge Technologies’ IP Rights.

5.2. If Customer, in the course of using the Software, acquires any goodwill or reputation in or to the Software or any of SocialBridge Technologies’ IP Rights, all such goodwill or reputation shall automatically be transferred to and shall vest in SocialBridge Technologies when and as, on an on-going basis, such acquisition of goodwill or reputation occurs, as well as at the expiration or termination of this Agreement, without any separate payment or other consideration of any kind to Customer, and Customer agrees to take all such actions necessary to effect such vesting.

6. LIMITED WARRANTIES; DISCLAIMERS.

6.1. Performance. SocialBridge Technologies shall endeavor to use industry standard, commercially reasonable efforts to complete and maintain the Subscription Services in good, working order, and ensure that the Subscription Services use the most current version of the Software. SocialBridge Technologies shall perform backups of Customer’s data twice daily.

6.2. Limitations. The parties hereby acknowledge and agree that while SocialBridge Technologies endeavors to provide high quality services to Customer, the Software and Subscription Services may not be free of errors and, further, certain portions or functions of the Software or Subscription Services may be subject to interruption, scheduled or unscheduled. In the event that interruptions occur, SocialBridge Technologies will endeavor to remedy the cause of such interruptions in a prompt manner. To the extent that the Software uses any third party software, services or equipment, any express warranties provided in this Agreement are limited to those offered by the applicable third party, and are available to Customer only to the extent that such warranties can be passed through to Customer.

6.3. User Data. Certain portions of the Software and Subscription Services permit and/or require Users to save their work product and related information on SocialBridge Technologies’ servers.

SocialBridge Technologies shall at all times provide industry standard security to safeguard any data uploaded by Users to SocialBridge Technologies’ servers (“Customer’s Data”). Notwithstanding this fact, the parties acknowledge and agree that no Internet security system is 100% foolproof and, accordingly, Customer shall hold

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SocialBridge Technologies harmless in the event of unintentional or accidental disclosure or erasure of Customer’s Data.

6.4. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SOCIALBRIDGE TECHNOLOGIES HEREBY EXCLUDES AND DISCLAIMS ALL WARRANTIES OF ANY

KIND WHATSOEVER RELATING TO THE SOFTWARE. WITHOUT LIMITING THE FOREGOING,

SOCIALBRIDGE TECHNOLOGIES DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY,

FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT WITH RESPECT TO THE

SOFTWARE AND THE OUTPUT THEREOF. SOCIALBRIDGE TECHNOLOGIES IS PROVIDING THE

SOFTWARE TO CUSTOMER AND ANY USER(S) ON AN “AS IS” BASIS, WITH NO OTHER WARRANTIES

WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES ARISING FROM COURSE

OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. THE ENTIRE RISK AS TO THE

QUALITY OF THE SOFTWARE AND THE OUTPUT THEREOF IS BORNE BY CUSTOMER AND USER(S).

THIS CLAUSE DOES NOT LIMIT OR DISCLAIM ANY OF THE WARRANTIES SPECIFIED IN THE GSA SCHEDULE 70 CONTRACT UNDER FAR 52.212-4(O). IN THE EVENT OF A BREACH OF WARRANTY, THE U.S. GOVERNMENT RESERVES ALL RIGHTS AND REMEDIES UNDER THE CONTRACT, THE

FEDERAL ACQUISITION REGULATIONS, AND THE CONTRACT DISPUTES ACT, 41 U.S.C. 7101-7109.

7. LIMITATION OF DAMAGES.

7.1. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY

INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOST OR

IMPUTED PROFITS AND/OR ROYALTIES, WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT OR NEGLIGENCE, AND IRRESPECTIVE OF WHETHER THE PARTY HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. EACH PARTY HEREBY WAIVES ANY CLAIM

THAT THESE EXCLUSIONS DEPRIVE SUCH PARTY OF AN ADEQUATE REMEDY.

7.2. IN NO EVENT SHALL THE TOTAL LIABILITY OF SOCIALBRIDGE

TECHNOLOGIES EXCEED THE FEES PAID TO SOCIALBRIDGE TECHNOLOGIES BY CUSTOMER

DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE ALLEGED LOSS OR

CLAIM.

7.3. THIS CLAUSE SHALL NOT IMPAIR THE U.S.GOVERNMENT’S RIGHT TO

RECOVER FOR FRAUD OR CRIMES ARISING OUT OF OR RELATED TO THIS CONTRACT UNDER ANY

FEDERAL FRAUD STATUTE, INCLUDING THE FALSE CLAIMS ACT (31 USC 3729 to 3733).

FURTHERMORE, THIS CLAUSE SHALL NOT IMPAIR NOR PREJUDICE THE U.S. GOVERNMENT’S

RIGHT TO EXPRESS REMEDIES PROVIDED HEREIN (I.E. , 552.238-75 – PRICE REDUCTIONS, 52.212-4

(h) – PATENT INDEMNIFICATION, LIABILITY FOR INJURY OR DAMAGE (SECTION 3 OF THE

PRICE LIST), AND GSAR 552.215-72 PRICE ADJUSTMENT – FAILURE TO PROVIDE ACCURATE

INFORMATION.

8. INDEMNIFICATION.

8.1. Each party (an “Indemnifying Party”) shall indemnify and hold the other party (an “Indemnified Party”) harmless from and against any loss, liability, damage, or expense (including reasonable attorneys' fees) which the Indemnified Party may incur in connection with any claim, action or proceeding with a third party arising out of any breach of this Agreement by the Indemnifying Party, provided that the Indemnified Party provides the Indemnifying Party with prompt written notice of any such claim.

8.2. Notwithstanding any provision to the contrary, SocialBridge Technologies shall have no liability where such claim is based, in whole or in part, upon (i) Customer’s use of the Software outside the scope of this Agreement, (ii) the intentional, willful or negligent acts of Customer; or (iii) the combination, operation, or use by Customer of the Software with other software, hardware, or other materials, whether or not approved or supplied by SocialBridge Technologies, if such claim would have been avoided by the use of the Software without such

SocialBridge Technologies, Inc. Page | 14 GS-35F-0530X software, hardware or other materials (except for any operating system which is necessary to access and use the Software).

9. CONFIDENTIALITY.

9.1. During the term of this Agreement, each party may receive or have access to Confidential Information of the other party. A party receiving Confidential Information (a “Receiving Party”) from a disclosing party (a “Disclosing Party”) shall:

9.1.1. Hold such Confidential Information in confidence during the term of this Agreement and never reveal such Confidential Information to any third party at any time before or after termination of this Agreement, without the prior written approval of the Disclosing Party;

9.1.2. Take reasonable security precautions at least as great as the precautions it takes to protect its own Confidential Information, but no less than reasonable care, to keep confidential the Confidential information of the Disclosing Party; and

9.1.3. Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information of the Disclosing Party except in pursuance of the Receiving Party’s business relationship with the Disclosing Party, and only as otherwise provided hereunder.

9.2. Notwithstanding any provision to the contrary, a Receiving Party may disclose such information in accordance with a judicial or other governmental order, provided that the Receiving Party either (i) gives the Disclosing Party reasonable notice prior to such disclosure to allow the Disclosing Party a reasonable opportunity to seek a protective order, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation.

9.3. A Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information by Receiving Party or its employees or Affiliates, and shall cooperate with the Disclosing Party to help Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.

10. GENERAL.

10.1. Modifications. This Agreement, along with all of its attachments, shall not be subject to change, modification or discharge in whole or in part except by written instrument signed by both parties.

10.2. Captions. All indices, titles, subject headings, section titles, and similar items contained in this Agreement are provided for the purpose of reference and convenience only and are not intended to be inclusive, definitive or to affect the meaning, content or scope of this Agreement.

10.3. Independent Contractors. The parties acknowledge and agree that they are independent contractors, and nothing herein shall be construed to create an employer-employee, partnership, joint venture or agency relationship between the parties. Neither Party shall have the authority, right or power to create any obligation or responsibility on behalf of the other Party

10.4. Governing Law: Jurisdiction; Venue. The parties irrevocably submit and consent to the exclusive jurisdiction and venue of the Florida state courts in and for Broward County, Florida and the Federal Courts in and for the Southern District of Florida. The parties waive all rights to trial by jury in any action or proceeding instituted in connection with this Agreement.

10.5. Notices. Any notice or other communication under this Agreement shall be in writing and shall be considered effective when delivered personally or upon confirmed receipt if sent by electronic mail or facsimile; or two (2) days after posting if sent by overnight registered private carrier (e.g., DHL, FedEx); or three (3)

SocialBridge Technologies, Inc. Page | 15 GS-35F-0530X days after being mailed by U.S. registered mail, return receipt requested, to the parties at their respective addresses set forth below (or at such other address as a Party may specify by written notice to the other).

SocialBridege Technologies, Inc. CUSTOMER: ______________________ Attn: Doug Taylor, President ___________________________________ 4635 Southwest Fwy, Suite 700 ___________________________________ Houston, TX 77027 ___________________________________

(t) 954-457-3330 ___________________________________

(f) 954-456-6700 ___________________________________

With a required copy to: With a required copy to:

SocialBridge Technologies, Inc. __________________________________ 4635 Southwest Fwy, Suite 700 __________________________________ Houston, TX 77027 __________________________________

(t) 954-457-3330 __________________________________

(f) 954-456-6700 __________________________________

10.6. Waiver. The failure of any Party to insist upon strict adherence to any term of this

Agreement on any occasion shall not be considered a waiver by that Party or deprive that Party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver of any term, provision, obligation or right by any Party under this Agreement must be in writing.

10.7. Assignment. No party shall assign rights or interests nor delegate duties under this Agreement without the prior written consent of the other party. Any purported assignment or delegation violating this provision shall be void. Notwithstanding, the Agreement may be assigned or transferred by a party in the event of a merger, consolidation, or acquisition of such party in accordance with FAR 42.1204, provided the obligations and performance hereunder are not disrupted.

10.8. Severability. The provisions of this Agreement shall be severable, and if any provision of this Agreement is held or declared to be illegal, invalid, or unenforceable, the remainder of this Agreement, disregarding such illegal, invalid, or unenforceable portion, shall continue in full force and effect as though such void provision had not existed unless the disregarding of such provision frustrates the purpose of this Agreement, in which case this Agreement shall be deemed terminated.

10.9. Force Majeure. Except for Customer’s obligation to pay fees to SocialBridge Technologies as detailed in this Agreement, neither party shall be liable for any delay in performing its obligations under this Agreement, if such delay is caused by circumstances beyond the parties’ reasonable control, including without limitation, earthquake, fire, windstorms, labor disputes, or delay of essential materials or services. The delayed party shall promptly notify the other party of the reasons for and the likely duration of the delay, whereupon an extension of time equal to the period of delay shall be granted to the delayed party.

10.10. Survival. Sections 6, 7, 8, 9, 10 and 11 of this Agreement shall survive termination of this Agreement.

10.11. Non-Solicitation. Customer acknowledges and agrees that during the term of this Agreement and for a period of one (1) year after the termination of this Agreement, Customer shall not hire or employ, directly or indirectly, any current employee or contractor of SocialBridge Technologies, or encourage or solicit any third party to hire, directly or indirectly, any current employee or contractor of SocialBridge Technologies.

SocialBridge Technologies, Inc. Page | 16 GS-35F-0530X

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the dates set forth below.

Date: Date: ________________

SOCIALBRIDGE TECHNOLOGIES, INC. CUSTOMER: _______________________

By: By: ________________________________

Printed Name: Doug Taylor Printed Name: ______________________ Title: President Title: __________________________

SocialBridge Technologies, Inc. Page | 17 GS-35F-0530X

SCHEDULE 4.3

MAINTENANCE AND SUPPORT

SocialBridge Technologies is dedicated to providing quality maintenance and support services for its customers.

ACCESS

In order to provide maintenance and support to the Customer, the Customer must provide SocialBridge Technologies with the following methods of access to Customer’s server (if hosting option is NOT selected):

1. A username and password that will enable SocialBridge Technologies to log on to Customer’s server to perform diagnostic tests;

2. A username and password in order to establish a ftp connection to Customer’s server so that SocialBridge Technologies can upload program files containing fixes or upgrades.

3. A username and password in order to establish a remote desktop connection through the use of MS Terminal Services, so that SocialBridge Technologies can directly access Customer’s server when SocialBridge Technologies need’s to edit the database, deal with system problems, recompile program files, or download and install drivers and patches.

4. A password that will enable SocialBridge Technologies to open the ColdFusion Administrator so that SocialBridge Technologies can adjust the proper server settings.

Upon reporting a problem to SocialBridge Technologies, SocialBridge Technologies’ technicians will notify Customer as to which method of access would be appropriate to resolve the issue. Customer, with the aid of SocialBridge Technologies, shall provide the appropriate access to SocialBridge Technologies, and SocialBridge Technologies shall promptly implement any relevant change, update, and/or modification to the Software.

SUPPORT SERVICES

Ongoing Support Services. SocialBridge Technologies shall provide ongoing support in accordance with the terms and conditions described herein. SocialBridge Technologies shall provide two types of support: Routine Support (as defined below), and Requested Support (as defined below). No other support services shall be provided by SocialBridge Technologies unless agreed to in writing by both parties. IN ANY EVENT, THE

DETERMINATION OF WHETHER A PARTICULAR SERVICE, QUESTION OR ISSUE FALLS UNDER

ROUTINE SUPPORT OR REQUESTED SUPPORT SHALL BE MADE SOLELY AND EXCLUSIVELY BY

SOCIALBRIDGE TECHNOLOGIES.

(i) Routine Support. Routine Support shall mean those services performed in the sole and exclusive discretion of SocialBridge Technologies, whether scheduled or unscheduled, and whether by SocialBridge Technologies or its affiliate, which are meant to maintain the Software. Routine Support may include, but shall not be limited to, providing Software Enhancements, Modifications and/or patches to Customer as SocialBridge Technologies, in its sole and exclusive decisions, may deem necessary from time-to-time.

a. Customer agrees that, if required to do so by SocialBridge Technologies, Customer shall promptly install any Enhancement, Modification or patch provided to Customer by SocialBridge Technologies, and shall use only those versions of Software provided to Customer that incorporates the most recent Enhancements, Modifications or patches. Customer shall promptly maintain and upgrade any Third Party Software required for the proper operation of the Software.

SocialBridge Technologies, Inc. Page | 18 GS-35F-0530X

b. Customer agrees to notify SocialBridge Technologies within five (5) Business Days after installation if any such Enhancement, Modification or patch causes or results in materially diminished service, or errors in or to, the Software.

(ii) Requested Support. Requested Support shall mean those services performed by SocialBridge Technologies or its affiliate at the reasonable request of Customer, which are meant to address issues related to Customer’s use of the Software. As indicated below, there shall be two (2) levels of Requested Support (Level One Support, and Level Two Support), each defined and performed in terms of the level of severity of the issue or problem as determined by SocialBridge Technologies. SocialBridge Technologies shall be responsible solely and exclusively for determining whether a particular support issue falls under Level One Support or Level Two Support.

a. Designated Persons. Customer shall provide SocialBridge Technologies with the names, titles, addresses, telephone numbers and email addresses of up to five (5) people who will serve as contacts for Customer for purposes of trouble notification and other critical communications (each a “Designated Person”). Only Designated Persons may initiate Requested Support, and SocialBridge Technologies is hereby authorized to communicate only with Customer’s Designated Persons for the purposes of providing Requested Support.

Customer’s Designated Persons are:

Designated Person’s Name

Title Address Telephone Email

b. Level One Support. Level One Support is meant to address questions that Customer may have, or problems that Customer may be experiencing, with regard to the Software. Examples of Level One Support issues are:

• Problems running the Software or experiencing errors for which Customer has found a workaround;

• Installation of an Enhancement or Modification provided by SocialBridge Technologies to

Customer.

(1). Level One Support shall be provided to Customer via telephone, from 9 A.M. to 5 P.M.

during Business Days.

(2). The current telephone number for Level One Support] is 954-457-3330.

(3). Upon receipt of a Level One Support call, SocialBridge Technologies shall work to answer promptly and/or resolve Customer’s questions in a single telephone call. In the event that SocialBridge Technologies is unable to answer and/or resolve Customer’s question within a single telephone call, SocialBridge Technologies will notify Customer when a resolution has been achieved. In any event, SocialBridge Technologies shall seek to provide a resolution to a Level

SocialBridge Technologies, Inc. Page | 19 GS-35F-0530X

One question or issue within five (5) Business Days from the date of the initial telephone call to SocialBridge Technologies related to such question or issue.

c. Level Two Support. Level Two Support is meant solely to address situations where there has been, or will likely be, imminent danger to, or destruction of, Customer’s data, or situations where Customer has been substantially unable to access its data or the Software.

(1). Level Two Support shall be provided to Customer from 9 A.M. to 5 P.M. during Business

Days, or any at any other hours SocialBridge Technologies deems necessary to resolve Customer’s issue.

(2). The current telephone number for Level Two Support is 954-457-3330.

(3). Within two (2) hours of SocialBridge Technologies’ determination that a particular problem is a Level Two Support issue, SocialBridge Technologies shall begin to diagnose and resolve the problem. In any event, SocialBridge Technologies shall resolve the problem within one Business Day after the problem has been deemed a Level Two Support issue by SocialBridge Technologies.

i. Customer agrees to implement promptly all fixes offered by SocialBridge Technologies to Customer in an effort to resolve the Level Two Support issue.

ii. Customer understands and agrees that its failure to act promptly in accordance with SocialBridge Technologies’ directions may result in increased resolution time, which shall not be chargeable against SocialBridge Technologies.