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__... ._ . ___. _�..m.....�....,...�..v....W,..m. ���-��r�I�1�lYili�r�f�1��i�fliNiM�Y1111i �91 <br /> ' . Page 2 of 7 <br /> eCivis Master Subscription and Service Agreement <br /> THIS MASTER SUBSCRIPTION AND SERVICE AGREEMENT("AGREEMENT")GOVERNS YOUR ACQUISITION AND USE OF ALL OUR <br /> SERVICES. <br /> BY ACCEPTING THIS AGREEMENT,EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING THIS <br /> AGREEMENT,YOU AGREE TO THE TERMS OF THIS AGREEMENT.IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A <br /> COMPANY OR OTHER LEGAL ENTITY,YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES <br /> TO THESE TERMS AND CONDITIONS,IN WHICH CASE THE TERMS"YOU"OR"YOUR"SHALL REFER TO SUCH ENTITY AND ITS <br /> AFFILIATES.IF YOU DO NOT HAVE SUCH AUTHORITY,OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS,YOU MUST <br /> NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. <br /> You may not access the Services if You are Our direct competitor,except with Our prior written consent.In addition,You may not access the <br /> Services for purposes of monitoring their availability,pertormance or functionality,or for any other benchmarking or competitive purposes. <br /> This Agreement was last updated on July 31,2015.It is effective between You and Us as of the date of You accepting this Agreement. <br /> Table of Contents <br /> 1.Definitions <br /> 2.Purchased Services <br /> 3.Use of the Services <br /> 4.Professional Services,Cooperation:Delays <br /> 5.Fees and Payment for Purchased Services <br /> 6.Proprietary Rights <br /> 7.Confidentiality <br /> 8.Warranties and Disclaimers <br /> 9.Limitation of Liability <br /> 10.Term and Termination <br /> 11.Governing Law and Jurisdiction <br /> 12.General Provisions <br /> 13.Mutual Indemnification <br /> 1.DEFINITIONS <br /> "Affiliate"means any entity which directly or indirectly controls, is controlled by,or is under common control with the subject entity. "Control,"for <br /> purposes of this definition,means direct or indirect ownership or control of more than 50%of the voting interests of the subject entity. <br /> "Malicious Code"means viruses,worms,time bombs,Trojan horses and other harmful or malicious code,files,scripts,agents or programs. <br /> "Professional Services"means work performed by Us for You by Our professional services division under this P�qreement or any relevant purchase <br /> order.Such work may include,but not limited to,Grant Writing,Peer Review,Technical Assistance and/or Training services. <br /> "Purchased Services"means Services that You or Your Affiliates purchase under this Agreement for Grants NetworkTM products and Professional <br /> Services. <br /> "Services" means the products and services that are ordered by You and made available by Us online via the customer login link at <br /> http:!/www.ecivis.com and/or other web pages designated by Us. <br /> "Users"means individuals who are authorized by You to use the Services,and who have been supplied user identifications and passwords by You <br /> (or by Us at Your request).Users are limited to Your employees.Non-employees such as Consultants,contractors and agents,and third parties with <br /> which You transact business may not be granted access. <br /> REV:09-02-15 MLG <br /> ATTY/AGR/2015.213/ECIVIS MASTER SUBSCRIPTION AND SERVICE AGREEMENT 9568 150819172444 <br />