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<br /> "We,""Us"or"Our"means eCivis,a Delaware corporation.
<br /> "You"or"Your"means the company or other legal entity for which you are accepting this Agreement,and Affiliates of that company or entity.
<br /> "Your Data"means all electronic data or information submitted by You to the Purchased Services.
<br /> 2.PURCHASED SERVICES
<br /> 2.1. Provision of Purchased Services. We shall make the Purchased Services available to You pursuant to this Agreement and any relevant
<br /> Purchase Order during a subscription term. You agree that Your purchases hereunder are neither contingent on the delivery of any future
<br /> functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features.
<br /> 2.2. User Subscriptions. Unless otherwise specified in writing,(i)Services are purchased as User subscriptions and may be accessed by no more
<br /> than the specified number of Users, (ii)additional User subscriptions may be added during the applicable subscription term at the same pricing as
<br /> that for the pre-existing subscriptions thereunder, prorated for the remainder of the subscription term in effect at the time the additional User
<br /> subscriptions are added, and (iii) the added User subscriptions shall terminate on the same date as the pre-existing subscriptions. User
<br /> subscriptions are for designated Users only and cannot be shared or used by more than one User but may be reassigned to new Users replacing
<br /> former Users who no longer require ongoing use of the Services.
<br /> 3.USE OF THE SERVICES
<br /> 3.1. Our Responsibilities. We shall: (i) provide Our basic support for the Purchased Services to You at no additional charge, and/or upgraded
<br /> support if purchased separately,(ii)use commercially reasonable efforts to make the Purchased Services available 24 hours a day,7 days a week,
<br /> except for: (a)planned downtime(of which We shall give at least 8 hours notice via the Purchased Services and which We shall schedule to the
<br /> extent practicable during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday Pacific Time), or (b) any unavailability caused by
<br /> circumstances beyond Our reasonable control,including without limitation,acts of God,acts of government,floods,fires,earthquakes,civil unrest,
<br /> acts of terror, strikes or other labor problems(other than those involving Our employees), Internet service provider failures or delays,or denial of
<br /> service attacks,and(iii)provide the Purchased Services only in accordance with applicable laws and govemment regulations.
<br /> 3.2. Our Protection of Your Data.We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security,
<br /> confidentiality and integrity of Your Data.We shall not(a)modify Your Data,(b)disGose Your Data except as compelled by law in accordance with
<br /> Section 7.3(Compelled Disclosure)or as expressly permitted in writing by You,or(c)access Your Data except to provide the Services and prevent
<br /> or address service or technical problems,or at Your request in connection with customer support matters.
<br /> 3.3.Your Responsibilities. You shall(i)be responsible for Users'compliance with this Agreement, (ii)be responsible for the accuracy,quality and
<br /> legality of Your Data and of the means by which You acquired Your Data,(iii)use commercially reasonable efforts to prevent unauthorized access to
<br /> or use of the Services,and notify Us promptly of any such unauthorized access or use,and(iv)use the Services only in accordance with the user
<br /> guide and applicable laws and government regulations.You shall not(a)make the Services available to anyone other than Users, (b)sell, resell,
<br /> rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or
<br /> transmit material in violation of third-party privacy rights, (d)use the Services to store or transmit Malicious Code, (e)interfere with or disrupt the
<br /> integrity or performance of the Services or third-party data contained therein, or(�attempt to gain unauthorized access to the Services or their
<br /> related systems or networks.
<br /> 3.4. Usage Limitations. Services may be subject to other limitations,such as,for example,limits on the number of grants that can be managed in
<br /> Our Grants NetworkTM Tracking&Reporting product,on the number of grant applications,peer reviews and/or trainings provided by Us.Any such
<br /> limitations are specified in the signature page of this Agreement.
<br /> 3.5. Third Party Data. We do not own data or files submitted to Grants Network by third parties. You assume all risks that may occur from
<br /> downloading third-party data or files.
<br /> 4.PROFESSIONAL SERVICES,COOPERATION:DELAYS
<br /> 4.1. Should this Agreement include Professional Services as part of its User Subscriptions and each party agrees to cooperate reasonably and in
<br /> good faith with the other in the pertormance of such Professional Services and acknowledges that delays may otherwise result. You agree to
<br /> provide,or provide access to,the following as needed,and when applicable,for Services that require Us to be at Your location:o�ce workspace,
<br /> telephone and other facilities,suitably configured computer equipment with Internet access,complete and accurate information and data from Your
<br /> employees and agents,continuous administrative access to its ecivis.com account,coordination of onsite,online and telephonic meetings,and other
<br /> resources as reasonably necessary for satisfactory and timely pertormance of the Professional Services.
<br /> 4.2. Each party agrees its respective employees and agents will reasonably and in good faith cooperate with each other in a professional and
<br /> REV:09-02-15 MLG
<br /> ATTY/AGR/2015.213/ECIVIS MASTER SUBSCRIPTION AND SERVICE AGREEMENT 9568_150819172444
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