GRANTS INTERNATIONAL SOFTWARE AGREEMENT
IMPORTANT - READ THIS GRANTS INTERNATIONAL INC. SOFTWARE AGREEMENT (THIS "AGREEMENT") CAREFULLY BEFORE CONTINUING REGISTRATION. BY CLICKING THE "I ACCEPT" BUTTON OR OTHERWISE ACCEPTING THIS AGREEMENT THROUGH A SERVICES CONTRACT THAT INCORPORATES THIS AGREEMENT (THE "SERVICES CONTRACT"), YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND, IN SUCH EVENT, "YOU" AND "YOUR" AS USED IN THIS AGREEMENT SHALL REFER TO SUCH ENTITY, IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICES.
A. Agreement Definitions
"You" and "your" refers to the individual or entity that accepted this GI software agreement (the "agreement"). The term "software as a service" consists of system administration, system management, and system monitoring activities that GI performs for quality management (collectively, the "services"). The term "users" shall mean those individuals authorized by you or on your behalf to use the services. The term "your data" refers to the data provided by you that resides in your services environment. The term "Subscription" refers to the expiry date for use of the system and payment terms chosen by the individual who accepted this agreement or an authorized designate. Details for both the expiry date and payment terms are available for reference in the Subscription section of the software.
B. Applicability of Agreement
This agreement is valid for all GI software services.
C. Rights Granted
Upon your acceptance of this agreement and for the duration of the "Subscription" GI grants to Client, and Client accepts, a nonexclusive, non-transferable, non-assignable worldwide limited right to use the services solely for your internal business operations and subject to the terms of the agreement. You acknowledge that your access and use of the services will be web-based only. The services will not be provided to you in CD-ROM form (or any other form of media) and will not be installed on any servers or other computer equipment owned or otherwise controlled by you.
D. Ownership and Restrictions
You retain all ownership and intellectual property rights in and to your data. GI retains all ownership and intellectual property rights to the services and GI programs. GI retains all ownership and intellectual property rights to anything developed and delivered under the agreement.
You may not:
- remove or modify any program markings or any notice of GI' or its licensors' proprietary rights;
- modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the services (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by programs), or access or use the services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to GI;
- license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, or disclose, or otherwise commercially exploit or make the services, GI programs or materials available, to any third party other than, as expressly permitted under the terms of the agreement.
The rights granted to you under the agreement are also conditioned on the following:
- the rights of any user licensed to use the services (e.g., on a "named user" basis) cannot be shared or used by more than one individual (unless such license is reassigned in its entirety to another authorized user, in which case the prior authorized user shall no longer have any right to access or use the license);
- you agree to make every reasonable effort to prevent unauthorized third parties from accessing the services.
E. Warranties, Disclaimers and Exclusive Remedies
GI DOES NOT GUARANTEE THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT GI WILL CORRECT ALL SERVICES ERRORS. YOU ACKNOWLEDGE THAT GI DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. GI IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
F. Indemnification
Client shall be liable for and shall indemnify and save harmless GI, of and from all manner of actions, causes of action, suits, dues, proceedings, claims, demands, losses, costs, damages and expenses whatsoever which may be brought or made against GI, or which GI may sustain, pay or incur, as a result of or in connection with the performance, purported performance or non-performance of this Agreement, including but not limited to the Client's distribution or use of GI products or services.
G. End of Agreement
Services provided under this software agreement shall be provided for the period defined in the Subscription unless earlier terminated in accordance with the agreement. At the end of the Subscription term, all rights to access or use the services, shall end.
If either party breaches a material term of the agreement and fails to correct the breach within 30 days of written specification of the breach, then the breaching party is in default and the non-breaching party may terminate the Subscription . If GI ends the Subscription as specified in the preceding sentence, the Client must pay within 30 days all amounts which have accrued prior to such end, as well as all sums remaining unpaid for the services ordered under the agreement plus related taxes. If GI ends the services under the Indemnification section, the Client must pay within 30 days all amounts remaining unpaid for services plus related taxes. The nonbreaching party may agree in its sole discretion to extend the 30 day period for so long as the breaching party continues reasonable efforts to cure the breach. You agree that if you are in default under the agreement, you may not use the services ordered.
In addition, GI may immediately suspend your password, account, and access to or use of the services (i) if you fail to pay GI as required under the agreement and do not cure within the first ten days of the 30 day cure period, or (ii) if you violate any provision within sections C, D or N of this software as a service agreement. GI may terminate the services hereunder if any of the foregoing is not cured within 30 days after GI's initial notice thereof. Any suspension by GI of the services under this paragraph shall not excuse you from your obligation to make payment(s) under the agreement.
At your request, and for a period of up to 60 days after the termination of the Subscription, GI may permit you to access the services solely to the extent necessary for you to retrieve a file of your data then in the services environment.
Provisions that survive termination or expiration of the agreement are those relating to limitation of liability, infringement indemnity, payment, and others which by their nature are intended to survive.
H. Fees and Taxes
You agree to pay for all services ordered as set forth in the Subscription. All fees due under the agreement are non-cancelable and the sums paid nonrefundable.
I. Nondisclosure
By virtue of the agreement, the parties may have access to information that is confidential to one another ("confidential information"). We each agree to disclose only information that is required for the performance of obligations under the agreement. Confidential information shall be limited to the terms under the agreement, your data residing in the services environment, and all information clearly identified as confidential at the time of disclosure.
A party's confidential information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party.
We each agree to hold each other's confidential information in confidence for a period of one year from the date of disclosure. Also, we each agree to disclose confidential information only to those employees or agents who are required to deliver the services described in the Services Contract.
J. Entire Agreement
You agree that the agreement (including reference to information contained in a URL or referenced policy), is the complete agreement for the services ordered by you, and that the agreement supersedes all prior agreements or representations, written or oral, regarding such services. If any term of the agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and intent of the agreement.
K. Limitation of Liability
NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS (EXCLUDING FEES UNDER THE AGREEMENT), DATA, OR DATA USE. GI' MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS SOFTWARE AS A SERVICE AGREEMENT OR YOUR ORDER, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO GI FOR THE SERVICES UNDER THE ORDER THAT IS THE SUBJECT OF THE CLAIM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. ANY DAMAGE IN YOUR FAVOUR AGAINST GI SHALL BE REDUCED BY ANY REFUND OR CREDIT RECEIVED BY
L. Force Majeure
Neither of us shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); other event outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either of
M. Privacy of Your Data
In performing the services, GI will comply with the GI Privacy Policy, which is available at http://grantsinternational.com/privacypolicy.cfm and incorporated herein by reference. The GI Privacy Policy is subject to change at GI's discretion; however, GI policy changes will not result in a material reduction in the level of protection provided for your data during the period for which fees for the services have been paid. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of your data.
By providing us with your Email address you give us consent to send you commercial electronic messages. You can unsubscribe at anytime.
N. Restrictions on Use of the Services
You agree not to use or permit use of the services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, "junk mail", "spam" or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, or (f) otherwise violate applicable laws, ordinances or regulations. In addition to any other rights afforded to GI under the agreement, GI reserves the right to remove or disable access to any material that violates the foregoing restrictions. GI shall have no liability to you in the event that GI takes such action. You agree to defend and indemnify GI against any claim arising out of a violation of your obligations under this section.
O. Services Tools
GI may use tools, scripts, software, and utilities (collectively, the "tools") to monitor and administer the services and to help resolve your GI service requests. The tools will not collect, report or store any of your data residing in the service production environment, except as necessary to troubleshoot service requests or other problems in the service. Data collected by the tools (excluding production data) may also be used to assist in managing GI' product and service portfolio and for license management.
P. Statistical Information
GI may compile statistical information related to the performance of the services, and may make such information publicly available, provided that such information does not incorporate your data and/or identify your confidential information or include your company's name. GI retains all intellectual property rights in such information.
Q. Customer Reference
You agree (i) that GI may identify you as a recipient of services and use your logo in sales presentations, marketing materials and press releases, and (ii) to develop a brief customer profile for use by GI for promotional purposes.