REALITY SOFTWARE COMPLIANCE MANAGER (RS COMPLIANCE MANAGER)

 

SOFTWARE AS A SERVICE (SAAS) CLICKWRAP AGREEMENT FOR GSA MAS GS35F0147T

 

 

The purpose of this Agreement (hereafter referred to as the "Agreement") is to set forth and define an arrangement under which the GSA Multiple Award Schedule Contractor acting on behalf of Reality Technology Inc. (“Company”) will provide Software as a Service (“SAAS” or “Service”) for the benefit of the eligible Ordering Activity under GSA Schedule contracts identified in the Purchase Order, Statement of Work, or similar document (“Customer” or “Ordering Activity”) .

 

As a service, the standard SAAS Agreement with Company is provided below. By both parties executing this SAAS Agreement in writing you are explicitly agreeing to all of the following terms and conditions:

 

Subject to the following terms and conditions of this Agreement, Company will provide SAAS for Customer:

 

  1. Specifications.

 

Company agrees to provide Customer with SAAS according to the following Specifications (the “Specifications”):

 

RS Compliance Manager™ is a pre and post award contract/agreement compliance and lifecycle management system that intuitively follows the procure to pay process supporting better supplier diversity and entrepreneurialism throughout the supply chain

 

Installation, configuration, and customization services are billed separately in accordance with the GSA Schedule Pricelist and Purchase Order(s).

 

On-going maintenance and future enhancements are included in the subscription price.

 

1.1 Services Definitions.

 

"Software" shall mean the Software or Program(s) to be provided by Company to Customer under this Agreement.

 

"Services" shall mean the services to be provided by Company to Customer under this Agreement. A complete list of services provided may be found under the Specifications.

 

"SAAS" shall mean both the Software and the Services provided by Company to Customer as described by the Specifications.

 

“Subscription Fee” shall mean the reoccurring fee paid to Company as compensation for continued use of the SAAS.

 

"Support Services" shall mean any help, support, setup, installation, or other assistance as described by the Specifications.

 

"Consulting Services" shall mean any additional services as described by the Specifications.

 

"Source Code" shall mean the readable forms together with make and build files.

 

“Delivery” shall mean the SAAS as transmitted by Company to Customer electronically and in accordance with security measures agreed upon by both parties as described in the Specifications.

 

“Company Materials” shall mean any software, code, data, graphics or other materials or resources transmitted to Customer in order to provide any of the services under this Agreement.

 

1.2 Services Provisions.

 

Rights and License Granted.

 

Under the Company’s SAAS agreement, Customer shall not be granted any rights or license to the Software or Services. Customer acknowledges that through its subscription payments to Company it is solely granted access to the Software and Services. Customer further acknowledges that at no time shall it be entitled to download, distribute, install or otherwise redistribute the Software in any form not explicitly covered by this Agreement. The Customer understands that access to the Software ends when Customer cancels its subscription or the subscription term ends.

 

Limitations to Rights and License.

 

At no time will Customer hold title to or ownership of any of the SAAS, Company Data or Source Code or any Materials provided to Customer during the term of this Agreement.

1.3 Length of Service.

 

Customer agrees to an initial month or twelve (12) month contractual term of service (“Term”). The length of contract required is based on the type of service desired by Customer and shall be determined solely by Company as defined in the payment option selected by Customer.

 

1.4 Service Start Date.

 

The first subscription payment plus setup charges, if any, shall be due within thirty days of the invoice receipt date. Service shall begin upon a mutually agreed upon date indicated in the Purchase Order, Statement of Work, or similar document.

 

1.5 Renewal by Customer.

 

This Agreement may be renewed for successive month or twelve (12) month Terms by executing a new Purchase Order in writing. Renewal prices are in accordance with the GSA Schedule Pricelist in effect at the time of renewal.

 

 

 

 

1.6 SAAS Customization.

 

Company warrants that the SAAS will, for a period of sixty (60) days from the date of your receipt, perform substantially in accordance with SAAS written materials accompanying it. EXCEPT AS EXPRESSLY SET FORTH IN THE FOREGOING, Customer acknowledges that the SAAS is provided “as is” and “as delivered” and cannot be construed as being able to be customized or modified in any way. Customer assumes all responsibility to review all features included in the SAAS prior to signing this agreement.

 

1.7 SAAS Support.

 

All support for the SAAS shall be conducted as defined in the Specifications.

 

  1. End-User Pricing and Services Compensation.

 

End-User Pricing and Services Compensation shall be in accordance with the GSA Schedule Pricelist and Purchase Order(s).  Open Market End-User Pricing and Services Compensation are subject to change at the sole discretion of Company.

 

  1. Terms of Payment.

 

Terms of payment are thirty (30) days from the invoice receipt date unless credit approval has been granted by Company. If credit approval has been granted, credit terms are net ten (10) days upon receipt of invoice. Company reserves the right to revoke any credit extended if payment is in arrears for more than thirty (30) days.

 

  1. Proprietary Information.

 

Proprietary information exchanged hereunder shall be treated as such by Customer. This information shall include, but is not limited to, the provisions of this Agreement, product and services information, materials, software, code, pricing, or any other materials transmitted to Customer under this Agreement. Customer agrees not to (a) decompose, disassemble, decode, or otherwise reverse engineer any Company program, code, or technology installed or delivered to Customer or any portion thereof; (b) transmit or allow to be transmitted any such materials to any third party except as necessary for the fulfillment of this Agreement; (c) sublicense or allow use of any materials or use of any provided services to any third party without written permission from Company; (d) use any Materials or Services in any way not intended or expressly provided for by this Agreement.

 

  1. Customer Information Content.

 

Company will exercise no control whatsoever over the content of the information passing through the software, network, email, or web site of the Customer.

 

  1. Warranties.

 

Company warrants that the SAAS will, for a period of sixty (60) days from the date of your receipt, perform substantially in accordance with SAAS written materials accompanying it. EXCEPT AS EXPRESSLY SET FORTH IN THE FOREGOING, Company makes no warranties or representations of any kind, whether expressed or implied, for the SAAS it is providing. Company also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by Customer, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or due to errors or omissions of Customer. Use of any information obtained by way of Company is at Customer's own risk, and Company specifically denies any responsibility for the accuracy or quality of information obtained through its Services. Connection speed represents the speed of an end-to-end connection. Company does not represent guarantees of speed or availability of end-to-end connections. Company expressly limits its damages to Customer for any non-accessibility time or other down time to the pro-rata monthly charge during the system unavailability. Company specifically denies any responsibilities for any indirect damages arising as a consequence of such unavailability.

 

6.1 No Duty to Customer’s Users Not Directly Contracted with Company.

 

Company shall have no obligation to support, train or troubleshoot issues for any third-party user due to problems arising out of the use of the SAAS provided to Customer by Company. Third parties shall include, but are not limited to: vendors, contractors, Customer’s customers, Customer’s clients or any third party not directly contracted with Company for SAAS and SAAS Support.

 

  1. Trademarks.

 

Customer warrants that Customer has the right to use any applicable trademarks or copyrighted materials that Customer integrates or uses in connection with this SAAS.

 

  1. Transfer of Agreement.

 

Customer may not assign or transfer this Agreement, in whole or in part, without the prior written consent of Company. .

 

  1. Termination.

 

When the End User is an instrumentality of the U.S., recourse against the United States for any alleged breach of this Agreement must be brought as a dispute under the contract Disputes Clause (Contract Disputes Act). During any dispute under the Disputes Clause, Company shall proceed diligently with performance of this Agreement, pending final resolution of any request for relief, claim, appeal, or action arising under the Agreement, and comply with any decision of the Contracting Officer.

 

 

  1. Reserved.

 

 

 

 

 

 

 

 

  1. General.

 

If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement and any disputes arising hereunder shall be governed by the Federal laws of the United States.

 

U.S. GOVERNMENT END USERS. The Software and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in 48 CFR 52.227-14Rights in Data. Manufacturer is Reality Technology, Inc., 2444 Washington Street, Suite 215, Denver, Colorado 80205.

 

Nothing contained herein shall be construed in derogation of the U.S. Department of Justice’s right to defend any claim or suit brought against the U.S. pursuant to its jurisdictional statute 28 U.S.C. § 516.

 

Notwithstanding the terms of the Federal, State, and Local Taxes Clause, the contract price excludes all State and Local taxes levied on or measured by the contract or sales price of the services or completed supplies furnished under this contract. The vendor shall state separately on its invoices taxes excluded from the fees, and the Customer agrees either to pay the amount of the taxes (based on the current value of the equipment) to the contractor or provide evidence necessary to sustain an exemption, in accordance with FAR 52.229-1 and FAR 52.229-3.

The Anti-Assignment Act, 41 USC 6305, prohibits the assignment of Government contracts without the Government's prior approval.  Procedures for securing such approval are set forth in FAR 42.1204.

 

The Vendor recognizes that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C. 552, which requires that certain information be released, despite being characterized as “confidential” by the vendor. When the end user is an instrumentality of the U.S. Government, neither this Rider, the Manufacturer’s Specific Terms nor the Schedule Price List shall be deemed “confidential information” notwithstanding marking to that effect.

 

This Agreement, together with the underlying GSA Schedule Contract, Schedule Pricelist, and Purchase Order(s), sets forth the entire agreement and understanding of the Parties relating to the object hereof and merges all prior discussions and agreements of the matter hereof between them.

 

A negotiated purchase order would take precedence as the negotiated purchase order would demonstrate any changes to these terms to meet the ordering activity’s minimum needs.

 

 

The parties represent and warrant that, on the date first written above, they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their use of the SAAS provided by Company.