This is a legal agreement between your organization ("You," "Your" and similar derivatives), and GrantVantage, Inc., a Virginia Corporation ("GrantVantage"). The GrantVantage business solution (the "Software"), built on Microsoft Dynamics CRM and hosted online at Microsoft Azure, is licensed by GrantVantage for use only on the terms set forth in this Master License Agreement for AppSource Customers (the "Agreement").
In addition to this Agreement, each end user covered by your license will also be required to agree to the terms of the End User License Agreement (the "EULA", available at http://www.GrantVantage.com/legal/eula), the GrantVantage Privacy Policy (the "Privacy Policy", available at
http://www.GrantVantage.com/legal/privacy) and the GrantVantage Service Level Agreement (the "SLA", available at http://www.GrantVantage.com/legal/sla), each of which is incorporated herein by reference. In the event of any ambiguity between the terms of this Agreement, the EULA, the Privacy Policy or the SLA, the terms of this Agreement shall prevail.
This Agreement may be modified from time to time by GrantVantage with thirty (30) days prior notice to you.
BY ACCESSING THE GRANTVANTAGE SOFTWARE YOU ACCEPT THE TERMS OF THIS AGREEMENT AND THE AGREEMENTS INCORPORATED HEREIN BY REFERNCE ON BEHALF OF YOURSELF AND ON BEHALF OF YOUR ORGANIZATION. IF YOU DO NOT AGREE WITH THOSE TERMS, IMMEDIATELY CEASE USING THE GRANTVANTAGE SOFTWARE
1. GRANT OF LICENSE AND LICENSE FEES.
a. The Software is licensed, and not sold.
b. Initial Trial License. GrantVantage grants you, and the individual users in your organization, the right to access the Software from any machine, for an initial 30 day trial period (the "Trial Period"), at no charge. You will provide a valid credit card when registering for the Trial Period, and you authorize us to charge such credit card for your Annual License and any renewals thereto if you do not terminate your license as provided for in Section 1(c), below.
c. Annual License. In the event that you do not terminate your use of the Software and request cancellation of your license to GrantVantage by email to support@GrantVantage.com prior to the end of the Trial Period, this license shall automatically extend for a period of one (1) year, and you shall pay a license fee of up to $45.00 for the initial one (1) year license period.
d. Further Annual Renewals. In the event that you do not provide at least thirty (30) days advance notice to GrantVantage by email to support@GrantVantage.com of your intention not to renew your license, at the end of each Annual License period, the Annual License shall renew for an additional one (1) year period at the then prevailing license rate.
e. Termination by GrantVantage. This Agreement may be terminated by GrantVantage at any time with thirty (30) days advance notice to you. In the event of any termination by GrantVantage during an Annual License period for which you have already paid a license fee, you will receive a pro-rated refund of the license fees attributable to any period of time after the effective date of the GrantVantage termination, up through the end of the paid-up Annual License term.
f. Term. The Term of this Agreement commences with the beginning of the Initial Trial License and continues until the termination of this Agreement by you or by GrantVantage.
g. Non-Payment of License Fees by You. In the event that payment is not received in full at the beginning of the Annual License or any renewal thereof, GrantVantage may, at its option, do any or all of the following: (i) assess a late fee of five percent (5%) and further asses interest at a rate of one percent (1%) per month or partial month on the past due balance; (ii) temporarily suspend or restrict your access to the Software until such time as full payment is received by GrantVantage, in which case no abatement or reduction of your license fees shall be made for the time in which services are suspended or restricted; or (iii) terminate this Agreement without further notice to you. In addition, you shall be liable for the costs incurred by GrantVantage for collection, including, but not limited to court costs, private investigative and collections agency expenses, and attorneys' fees.
2. UNITED STATES GOVERNMENT LICENSEE. The Software is Commercial Computer Software under U. S. Federal Government Acquisition Regulations and agency supplements to them. The Software is provided to the Federal Government and its agencies only under the Restricted Rights Provision of the Federal Acquisition Regulations applicable to commercial computer software developed at private expense and not in the public domain. Government licensees are granted only those rights as are granted to all other end users pursuant to the terms and conditions herein. The use, duplication, or disclosure of the Software by the Government is subject to restrictions as set forth in subdivision (c)(ii) of the Rights in Technical Data and Computer Software clause at 252.227 7013.
3. Software Upgrades. Regular updates and maintenance patches will be applied to your Software on a regular basis by GrantVantage staff as part of this Agreement. When Microsoft releases 'Major Upgrades' (an upgrade where the version number increases by at least one integer, example Microsoft Dynamics CRM 3.0 to Microsoft Dynamics CRM 4.0), corresponding upgrades to the Software are included in the license fees under this Agreement. However, if required, services to perform "Major Upgrades" are not included in this Agreement. If and when Microsoft releases a "Major Upgrade," GrantVantage will contact you and inform you of upgrade services options, costs and ramifications, if any. If upgrade services are needed and desired, GrantVantage will provide a Proposed Statement of Work for your approval before services are provided.
4. Secure Sockets Layer (SSL) Certificates. In some cases, you will be required to purchase a Secure Sockets Layer (SSL) Security Certificate if you do not already own one. You shall be responsible for all costs associated with obtaining the SSL Certificate and shall be responsible for providing GrantVantage with the SSL Certificate and associate private key. You shall also be responsible for providing updated SSL Certificates, as needed, to keep the SSL Certificate validity current.