RealEyes Connect

940 Logan St
Denver, CO 80203
http://www.realeyes.com/
Carahsoft Rider to Manufacturer End User License Agreements
(for U.S. Government End Users)
1. Scope. This Carahsoft Rider and the Manufacturer End User License Agreement (EULA) establish the terms
and conditions enabling Carahsoft to provide Software and Services to U.S. Government agencies (the "Client"
or Licensee).
2. Applicability. The terms and conditions in the attached Manufacturer EULA are hereby incorporated by
reference to the extent that they are consistent with Federal Law (e.g., the Anti-Deficiency Act (31 U.S.C.
1341(a)(1)(B)), the Contracts Disputes Act of 1978 (41. U.S.C. 601-613), the Prompt Payment Act, the AntiAssignment statutes (31 U.S.C. 3727 and 41 U.S.C. 15), 28 U.S.C. 516 (Conduct of Litigation Reserved to
Department of Justice (DOJ), and 28 U.S.C. 1498 (Patent and copyright cases)). To the extent the terms and
conditions in the Manufacturer's EULA are inconsistent with the Federal Law (See FAR 12.212(a)), they shall
be deemed deleted and unenforceable under any resultant orders under Carahsoft's contract #GS-35F-0119Y,
including, but not limited to the following:
(a) Contracting Parties. The Government customer (Licensee) is the Ordering Activity, defined as an entity
authorized to order under GSA contracts as set forth in GSA ORDER 4800.2G ADM, as may be revised from
time to time. The Licensee cannot be an individual because any implication of individual licensing triggers the
requirements for legal review by Federal Employee unions. Conversely, because of competition rules, the
contractor must be defined as a single entity even if the contractor is part of a corporate group. The Government
cannot contract with the group, or in the alternative with a set of contracting parties.
(b) Changes to Work and Delays. Subject to GSAR Clause 552.243-72, Modifications (Federal Supply Schedule)
(July 200 0) (Deviation I 2010) (AUG 1987), and 52.212 -4 (f) Excusable delays. (JUN 2010) regarding which
the GSAR and the FAR provisions shall take precedence.
(c) Contract Formation. Subject to FAR Sections 1.601(a) and 43.102, the Government Order must be signed by
a duly warranted contracting officer, in writing. The same requirement applies to contract modifications
affecting the rights of the parties. All terms and conditions intended to bind the Government must be included
within the contract signed by the Government.
(d) Audit. During the term of this Agreement: (a) If Ordering Activity's security requirements included in the
Order are met, Manufacturer or its designated agent may audit Ordering Activity's facilities and records to verify
Ordering Activity's compliance with this Agreement. Any such audit will take place only during Ordering
Activity's normal business hours contingent upon prior written notice and adherence to any security measures
the Ordering Activity deems appropriate, including any requirements for personnel to be cleared prior to
accessing sensitive facilities. Carahsoft on behalf of the Manufacturer will give Ordering Activity written
notice of any non-compliance, including the number of underreported Units of Software or Services ("Notice");
or (b) If Ordering Activitys security requirements are not met and upon Manufacturer's request, Ordering
Activity will run a self assessment with tools provided by and at the direction of Manufacturer ("Self
Assessment") to verify Ordering Activity's compliance with this Agreement.

(e) Termination. Clauses in the Manufacturer EULA referencing termination or cancellation the Manufacturers
EULA are hereby deemed to be deleted. Termination shall be governed by the FAR 52.212-4 and the Contract
Disputes Act, 41 U.S.C. 601-613, subject to the following exceptions:
Carahsoft may request cancellation or termination of the License Agreement on behalf of the
Manufacturer if such remedy is granted to it after conclusion of the Contracts Disputes Act
dispute resolutions process referenced in Section Q below or if such remedy is otherwise ordered
by a United States Federal Court..
(f) Consent to Government Law / Consent to Jurisdiction. Subject to the Contracts Disputes Act of 1978 (41.
U.S.C 7101-7109) and Federal Tort Claims Act (28 U.S.C. 1346(b)). The validity, interpretation and
enforcement of this Rider will be governed by and construed in accordance with the laws of the United States.
In the event the Uniform Computer Information Transactions Act (UCITA) or any similar federal laws or
regulations are enacted, to the extent allowed by law, it will not apply to this Agreement, and the governing law
will remain as if such law or regulation had not been enacted. All clauses in the Manufacturer EULA
referencing equitable remedies are deemed not applicable to the Government order and are therefore deemed to
be deleted.
(g) Force Majeure. Subject to FAR 52.212 -4 (f) Excusable delays. (JUN 2010). Unilateral Termination by the
Contractor does not apply to a Government order and all clauses in the Manufacturer EULA referencing
unilateral termination rights of the Manufacturer are hereby deemed to be deleted.
(h) Assignment. All clauses regarding Assignment are subject to FAR Clause 52.232-23, Assignment of Claims
(JAN 1986) and FAR 42.12 Novation and Change-of-Name Agreements, and all clauses governing Assignment
in the Manufacturer EULA are hereby deemed to be deleted.
(i) Waiver of Jury Trial. All clauses referencing waiver of Jury Trial are subject to FAR Clause 52.233-1,
Disputes (JUL. 2002), and all clauses governing waiver of jury trial in the Manufacturer EULA are hereby
deemed to be deleted.
(j) Customer Indemnities. All Manufacturer EULA clauses referencing Customer Indemnities are hereby deemed
to be deleted.
(k) Contractor Indemnities. All Manufacturer EULA clauses that (1) violate DOJs right (28 U.S.C. 516) to
represent the Government in any case and/or (2) require that the Government give sole control over the
litigation and/or settlement, are hereby deemed to be deleted.
(l) Renewals. All Manufacturer EULA clauses that violate the Anti-Deficiency Act (31 U.S.C. 1341, 41 U.S.C.
11) ban on automatic renewal are hereby deemed to be deleted.
(m) Future Fees or Penalties. All Manufacturer EULA clauses that violate the Anti-Deficiency Act (31 U.S.C.
1341, 41 U.S.C. 11), which prohibits the Government from paying any fees or penalties beyond the Contract
amount, unless specifically authorized by existing statutes, such as the Prompt Payment Act, or Equal Access To
Justice Act 31 U.S.C. 3901, 5 U.S.C. 504 are hereby deemed to be deleted.
(n) Taxes. Taxes are subject to FAR 52.212-4(k), which provides that the contract price includes all federal, state,
local taxes and duties.

(o) Third Party Terms. Subject to the actual language agreed to in the Order by the Contracting Officer. Any third
party manufacturer will be brought into the negotiation, or the components acquired separately under Federallycompatible agreements, if any. Contractor indemnities do not constitute effective migration.
(p) Installation and Use of the Software. Installation and use of the software shall be in accordance with the Rider
and Manufacturer EULA, unless an Ordering Activity determines that it requires different terms of use and
Manufacturer agrees in writing to such terms in a valid task order placed pursuant to the Government contract.
(q) Dispute Resolution and Venue. Any disputes relating to the Manufacturer EULA and to this Rider shall be
resolved in accordance with the FAR, and the Contract Disputes Act, 41 U.S.C. 7101-7109. The Ordering
Activity expressly acknowledges that Carahsoft, on behalf of the Manufacturer, shall have standing to bring
such claim under the Contract Disputes Act.
(r) Limitation of Liability: Subject to the following:
Carahsoft, Manufacturer and Ordering Activity shall not be liable for any indirect, incidental,
special, or consequential damages, or any loss of profits, revenue, data, or data use. Further,
Carahsoft, Manufacturer and Ordering Activity shall not be liable for punitive damages except to
the extent this limitation is prohibited by applicable law. This clause shall not impair the U.S.
Governments right to recover for fraud or crimes arising out of or related to this Government
Contract under any federal fraud statute, including the False Claims Act, 31 U.S.C. 37293733.
(s) Advertisements and Endorsements. Unless specifically authorized by an Ordering Activity in writing, such
use of the name or logo of any U.S. Government entity is prohibited.
(t) Public Access to Information. Manufacturer agrees that the EULA and this Rider contain no confidential or
proprietary information and acknowledges the EULA and this Rider will be available to the public.
(u) Confidentiality. Any provisions that require the Licensee to keep certain information confidential are subject to
the Freedom of Information Act, 5 U.S.C. 552, and any order by a United States Federal Court.

RealEyes (GSA 7-28-2011 CARAHSOFT FINAL)

RealEyes SOFTWARE LICENSE AGREEMENT

RealEyes and its suppliers own all intellectual property in the Software. RealEyes permits you to Use the
Software only in accordance with the terms and conditions of the IT70 solicitation.
Definitions. "Software" means (a) all of the contents of the files (provided either by electronic download, on
physical media or any other method of distribution), disk(s), CD-ROM(s) or other media with which this
Agreement is provided, (b) upgrades, modified versions, updates, additions, and copies of the Software, if any,
licensed to you by RealEyes (collectively, "Updates"). "Use" or "Using" means to access, install, download,
copy, or otherwise benefit from using the functionality of the Software in accordance with the Documentation.
"Permitted Number" means one (1) unless otherwise indicated under a valid license (e.g., volume license)
granted by RealEyes. "Computer" means an electronic device that accepts information in digital or similar form
and manipulates it for a specific result based on a sequence of instructions. "RealEyes" means RealEyes
Connect, a Colorado corporation, 2525 16th St Suite 230, Denver, Colorado 80211.
1. Software License. If you obtained the Software from RealEyes or one of its authorized licensees, and
subject to your compliance with the terms of this agreement (this "Agreement"), including the
restrictions in Section 3, RealEyes grants to you a non-exclusive license to Use the Software for the
purposes described in the Documentation as follows.
2.1 General Use. You may install and Use a copy of the Software on your compatible Computer, up to
the Permitted Number of computers. The Software may not be shared, installed or used concurrently on
different computers. See Section 3 for important restrictions on RealEyes Connects Movie-based Help
Systems.
2.2 Backup Copy. You may make one backup copy of the Software, provided your backup copy is not
installed or used on any Computer. You may not transfer the rights to a backup copy unless you transfer
all rights in the Software as provided under Section 4.
2.3 No Modification.
2.3.1 You may not modify, adapt, translate or create derivative works based upon the Software. You
may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of
the Software except to the extent you may be expressly permitted to decompile under applicable law, it
is essential to do so in order to achieve operability of the Software with another software program, and
you have first requested RealEyes to provide the information necessary to achieve such operability and
RealEyes has not made such information available. Any such information supplied by RealEyes and any
information obtained by you by such permitted decompilation may only be used by you for the purpose
described herein and may not be disclosed to any third party or used to create any software which is
substantially similar to the expression of the Software. Requests for information should be directed to
the RealEyes Customer Support Department.
2.4 Third Party Website Access. The Software may allow you to access third party websites ("Third
Party Sites"). Your access to and use of any Third Party Sites, including any goods, services or
information made available from such sites, is governed by the terms and conditions found at each Third
Party Site, if any. Third Party Sites are not owned or operated by RealEyes. YOUR USE OF THIRD

PARTY SITES IS AT YOUR OWN RISK. REALEYES MAKES NO WARRANTIES, CONDITIONS,

INDEMNITIES, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY
STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER
MATTERS, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY
RIGHTS, TITLE, INTEGRATION, ACCURACY, SECURITY, AVAILABILITY, SATISFACTORY
QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH
RESPECT TO THE THIRD PARTY SITES.
3. Restrictions.
3.1 Movie-based Help Systems. You shall not place, publish, author, upload, or link any portion of the
RealEyes Connect Movie-based Help Systems to an internet site that can be reached by the public.
3.2 Notices. You shall not copy the Software except as set forth in Section 2. Any copy of the Software
that you make must contain the same copyright and other proprietary notices that appear on or in the
Software.
4. Transfer. You may not rent, lease, sublicense, assign, resell or transfer your rights in the Software, or
authorize all or any portion of the Software to be copied onto another user's Computer except as may be
expressly permitted herein. You may, however, transfer all your rights to Use the Software to another
person or legal entity provided that: (a) you also transfer (i) this Agreement, and (ii) the Software and all
other software or hardware bundled or pre-installed with the Software, including all copies, Updates and
prior versions, to such person or entity, (b) you retain no copies, including backups and copies stored on
a Computer, and (c) the receiving party accepts the terms and conditions of this Agreement and any
other terms and conditions upon which you legally purchased a license to the Software. Notwithstanding
the foregoing, you may not transfer education, pre-release, or not for resale copies of the Software.
5. Intellectual Property Ownership, Copyright Protection. The Software and any authorized copies that you
make are the intellectual property of and are owned by RealEyes Connect, LLC and its suppliers. The
structure, organization and code of the Software are the valuable trade secrets and confidential
information of RealEyes Connect, LLC and its suppliers. The Software is protected by law, including
without limitation the copyright laws of the United States and other countries, and by international treaty
provisions. Except as expressly stated herein, this Agreement does not grant you any intellectual
property rights in the Software and all rights not expressly granted are reserved by RealEyes and its
suppliers.
6. Updates. If the Software is an Update to a previous version of the Software, you must possess a valid
license to such previous version in order to Use such Update. All Updates are provided to you on a
license exchange basis. You agree that by Using an Update you voluntarily terminate your right to use
any previous version of the Software. As an exception, you may continue to Use previous versions of
the Software on your Computer after you Use the Update but only to assist you in the transition to the
Update, provided that: (a) the Update and the previous versions are installed on the same computer; (b)
the previous versions or copies thereof are not transferred to another party or Computer unless all copies
of the Update are also transferred to such party or Computer; and (c) you acknowledge that any
obligation RealEyes may have to support the previous versions of the Software may be ended upon
availability of the Update.
7. NO WARRANTY. The Software is being delivered to you "AS IS" and RealEyes makes no warranty as
to its use or performance. RealEyes provides no technical support, warranties or remedies for the
Software. REALEYES AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE
PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR
ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH
THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO

YOU IN YOUR JURISDICTION, REALEYES AND ITS SUPPLIERS MAKE NO WARRANTIES

CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY
STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER
INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS,
MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY
PARTICULAR PURPOSE.
8. LIMITATION OF LIABILITY. Neither RealEyes nor an Ordering Activity shall be liable for any
indirect, incidental, special, or consequential damages, or any loss of profits, revenue, data, or data use.
Further, neither RealEyes nor an Ordering Activity shall be liable for punitive damages except to the
extent this limitation is prohibited by applicable law. RealEyes maximum liability for any damages
arising out of or related to an Ordering Activitys order, whether in contract or in tort, shall be limited to
the amounts of the order. This clause shall not impair the U.S. Governments 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 U.S.C. 3729-3733. Furthermore, this clause shall not impair nor prejudice the U.S.
Governments right to EXPRESS remedies provided in the Contract (i.e. clause 552.238-72 Price
Reductions, clause 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).
9. Export Rules. You agree that the Software will not be shipped, transferred or exported into any country
or used in any manner prohibited by the United States Export Administration Act or any other export
laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the Software is
identified as export controlled items under the Export Laws, you represent and warrant that you are not a
citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Syria,
Sudan, Libya, Cuba, and North Korea) and that you are not otherwise prohibited under the Export Laws
from receiving the Software. All rights to Use the Software are granted on condition that such rights are
forfeited if you fail to comply with the terms of this Agreement.
10. Governing Law. Because contracts with the U.S. Government are governed only by federal law, any
provisions choosing the law of a particular U.S. state, district, or territory, or the law of a foreign nation,
are not applicable.
11. General Provisions. If any part of this Agreement is found void and unenforceable, it will not affect the
validity of the balance of this Agreement, which shall remain valid and enforceable according to its
terms. This Agreement shall not prejudice the statutory rights of any party dealing as a consumer. This
Agreement may only be modified by a writing signed by an authorized officer of RealEyes. Updates
may be licensed to you by RealEyes with additional or different terms. This is the entire agreement
between RealEyes and you relating to the Software and it supersedes any prior representations,
discussions, undertakings, communications or advertising relating to the Software.
12. Compliance with Licenses. If you are a business or organization, you agree that upon request from
RealEyes or RealEyes authorized representative, you will within thirty (30) days fully document and
certify that use of any and all Software at the time of the request is in conformity with your valid
licenses from RealEyes