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<br /> courteous manner in the performance of their duties under this/\qreement to complete such Professional Services.
<br /> 4.3. It is understood by You that delays in providing material or information resulting in missed grant application deadlines does not constitute non
<br /> delivery of grant writing services by Us.We shall provide a reasonable timeline to ensure the delivery of Our Professional Services.
<br /> 4.4. Peer Review Services.Should this Agreement include Peer Review services, upon mutual agreement by Us and You, Peer Review services
<br /> may be exchanged with"customized services"of equivalent value,if such Services are available at the time of request.Such"customized services"
<br /> may inGude,but not limited to,customized funding searches,consulting,coaching,and training.
<br /> 4.5.You shall provide to Us written acceptance of each Professional Service listed in Exhibit A within 5 business days of Professional Services being
<br /> delivered to You.Failure to provide written acceptance during this period shall be deemed acceptance of Professional Services delivered.
<br /> 5.FEES AND PAYMENT FOR PURCHASED SERVICES
<br /> 5.1. Fees.You shall pay all fees specified under this Agreement. Except as otherwise specified herein, (i)fees are based on Services purchased
<br /> and not actual usage for Purchased Services,(ii)payment obligations are non-cancelable and fees paid are non-refundable and will not result in any
<br /> refund or credit and(iii)the number of User subscriptions purchased cannot be decreased during the relevant subscription term.
<br /> 5.2. Invoicing and Payment. You will provide Us with valid and updated credit card information, or pay by check. If You provide credit card
<br /> information to Us,You authorize Us to charge such credit card for all Services listed under this Agreement for the initial subscription term and any
<br /> renewal subscription term(s)as set forth in Section 10.2(Term of Purchased User Subscriptions).Such charges shall be made in advance,either
<br /> annually or in accordance with any different billing frequency stated under this Agreement. Unless otherwise stated in this Agreement, invoice
<br /> charge(s)are due net 30 days from the invoice date.You are responsible for providing complete and accurate billing and contact information to Us
<br /> and notiTying Us of any changes to such information.
<br /> 5.3.Overdue Charges. If any charges are not received from You by the due date,then at Our discretion,(a)such charges may accrue late interest
<br /> at the rate of 1.5%of the outstanding balance per month,or the maximum rate permitted by law,whichever is lower,from the date such payment
<br /> was due until the date paid,and/or(b)We may condition future subscription renewals on payment terms shorter than those specified in Section 5.2
<br /> (Invoicing and Payment).
<br /> 5.4.Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our Services is 30 or more days
<br /> overdue(or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card),We may,without limiting Our
<br /> other rights and remedies,suspend Our Services to You until such amounts are paid in full.We will give You at least 7 days'prior notice that Your
<br /> account is overdue.
<br /> 5.5.Taxes.Unless otherwise stated,Our fees do not include any taxes,levies,duties or similar governmental assessments of any nature,including
<br /> but not limited to value-added,sales,use or withholding taxes,assessable by any local,state,provincial,federal or foreign jurisdiction(collectively,
<br /> "Taxes").You are responsible for paying all Taxes associated with Your purchases hereunder.If We have the legal obligation to pay or collect Taxes
<br /> for which You are responsible under this paragraph,the appropriate amount shall be invoiced to and paid by You,unless You provide Us with a valid
<br /> tax exemption certificate authorized by the appropriate taxing authority.For clarity,We are solely responsible for taxes assessable against it based
<br /> on Our income,property and employees.
<br /> 6.PROPRIETARY RIGHTS
<br /> 6.1.Reservation of Rights in Services.Subject to the limited rights expressly granted hereunder,We reserve all rights,title and interest in and to the
<br /> Services,inGuding all related intellectual property rights.No rights are granted to You hereunder other than as expressly set forth herein.
<br /> 6.2.Restrictions.You shall not(i)permit any third party to access the Services except as permitted herein or in an Order Form, (ii)create derivate
<br /> works based on the Services except as authorized herein, (iii) copy, frame or mirror any part or content of the Services, other than copying or
<br /> framing on Your own intranets or otherwise for Your own internal business purposes,(iv)reverse engineer the Services,or(v)access the Services
<br /> in order to(a)build a competitive product or service,or(b)copy any features,functions or graphics of the Services.
<br /> 6.3.Your Applications and Code.If You,a third party acting on Your behalf,or a User creates applications or program code using the Services,You
<br /> authorize Us to host,copy,transmit,display and adapt such applications and program code,solely as necessary for Us to provide the Services in
<br /> accordance with this Agreement.Subject to the above,We acquire no right,title or interest from You or Your licensors under this Agreement in or to
<br /> such applications or program code,including any intellectual property rights therein.
<br /> 6.4.Your Data.Subject to the limited rights granted by You hereunder,We acquire no right,title or interest from You or Your licensors under this
<br /> Agreement in or to Your Data,inGuding any intellectual property rights therein.
<br /> REV:09-02-15 MLG
<br /> ATTY/AGR/2015.213/ECIVIS MASTER SUBSCRIPTION AND SERVICE AGREEMENT 9568 150819172444
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