End User License Agreement

This is a legal agreement between you, the individual end user, and GrantVantage, Inc., a Virginia Corporation (“GrantVantage”). The GrantVantage business solution (the “Software”), built on Microsoft® Dynamics 365 and hosted online at Microsoft® Azure, is licensed by GrantVantage for use only on the terms set forth in this End User License Agreement (the “Agreement”). In addition to this End User License Agreement, and as a precondition to you entering into this Agreement, your organization must enter into a Master License Agreement (the “Master License”) with GrantVantage covering all individual end users your organization.
This Agreement may be modified from time to time by GrantVantage without prior notice to you. The most recent version of this Agreement is posted on the GrantVantage web site at https://grantvantage.com/legal/eula and you are encouraged to check it regularly for the most recent version.
BY ACCESSING THE GRANTVANTAGE SOFTWARE YOU ACCEPT THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THOSE TERMS, IMMEDIATELY CEASE USING THE GRANTVANTAGE SOFTWARE.

1. MICROSOFT DYNAMICS 365 SOFTWARE. The name Microsoft, Microsoft Dynamics 365 and the Microsoft® Dynamics 365 Software are registered copyrights and/or trademarks of Microsoft Corporation. GrantVantage does not sell, maintain or provide support for Microsoft software. The Software is an additional tool that works with the Microsoft Dynamics 365 software platform.

2. TECHNICAL DETAILS.
Users can access the Software with the most recent versions of these popular browsers running on Microsoft Windows or Apple MacOS.
• Google Chrome
• Mozilla Firefox
• Microsoft Edge
• Apple Safari
Minimum Internet Connectivity
• Bandwidth greater than 1 Mbps
• Network latency under 150 ms to the data center hosting the Software

3. BUNDLED SOFTWARE. The Software for the Microsoft® Dynamics 365 software suite may incorporate one or more support libraries which are open-source or are sub-licensed by GrantVantage to you. For sub-licensed software, the terms of this Agreement and your grant of license from GrantVantage pertain to both the GrantVantage software and the sub-licensed software.

4. GRANT OF LICENSE.
a. The Software is licensed, and not sold. GrantVantage grants you, a single individual user, the right to access the Software from any machine, only for the duration of, and subject to the terms and conditions of, the Master License obtained by your organization, which is expressly incorporated herein by reference. In the event of any ambiguity between the Master License and this Agreement, the Master License shall prevail.
b. Prior to accessing Software, you agree to supply GrantVantage with your Microsoft® AppSource account name or Office365 Active Directory user credentials, which will be tied to this license. You may use Software only with the corresponding Microsoft® AppSource account, on any machine.

5. LICENSE FEE. The price paid for the Master License constitutes the entire license fee and is full consideration for this Agreement. If payment under the Master License is not made according to the terms of the Master License, GrantVantage may terminate or suspend your service until such time as full payment is received as provided for in the Master License.

6. COPYRIGHT. The Software is owned by GrantVantage and is protected by United States copyright laws and international treaty provisions. You are not permitted to make any copies of the Software or otherwise distribute the program software.

7. OTHER RESTRICTIONS. You may not sell, rent, lease, lend, license, sublicense, or otherwise transfer the Software. You may not reverse engineer, decompile, disassemble, or create derivative works from the Software. You may not publish the Software or any of its code for others to copy.

8. SUPPORT SERVICES. Because the Software is “as is,” we may not provide, or may provide only limited, support services for it, unless you or your organization have entered into a separate support or services agreement.

9. PRIVACY. This license is granted subject to the GrantVantage Privacy Policy, which can be found at https://grantvantage.com/legal/privacy, and the Privacy Policy’s Australian Annex entitled “Annex A – Australian Privacy Policy”, which is incorporated herein by reference, and which may be amended from time to time by GrantVantage without any prior notice to you. In the event of any conflict between this Agreement and the Privacy Policy, the terms of this Agreement shall prevail.

10. USER CONDUCT. You will not use the Software for any purpose that is unlawful or prohibited by this Agreement or by the Privacy Policy. By way of example, and without limitation, you shall not use the Software:
a. in connection with unlawful contests or pyramid schemes;
b. to defame (including without limitation libel and slander), abuse, harass, stalk, threaten or otherwise violate the legal rights (including, without limitation, rights of privacy and publicity) of others;
c. to publish, distribute or disseminate any defamatory, infringing, obscene, adult-oriented, pornographic, or unlawful material or information;
d. to harm minors in any way;
e. to harvest or otherwise collect information about others, including without limitation email addresses and email interception, without their consent;
f. to record the conversations or communications of other people without their consent;
g. to create a false identity for the purpose of misleading others as to the identity of the sender, or the origin of a message, or to forge the headers or manipulate identifiers to disguise the origin of transmission of any message sent by you through the Software;
h. to transmit or upload any material that contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs;
i. to transmit or upload any material that contains software or other material protected by copyright, trademark and patent rights, rights of privacy or publicity or any other applicable law unless you own or control the rights thereto or have received all necessary licenses and consents;
j. to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation;
k. to interfere with or disrupt the Software, networks or servers connected to the Software or violate the regulations, policies or procedures of such networks or servers;
l. to attempt to gain unauthorized access to the Software, other accounts, computer systems or networks connected to the Software, through password mining or any other means;
m. to violate any applicable laws or regulations including, without limitation, laws regarding the transmission of technical data or
software exported from the United States through the service and any other applicable local, state, national and international laws and regulations;
n. to interfere with another person’s use and enjoyment of the Software or another individual’s or entity’s use and enjoyment of similar services;
o. to promote illegal activities;
p. for illegal purposes;
q. for gambling or betting or to promote the use of alcohol, firearms or tobacco products;
r. to email links to World Wide Web sites that violate the terms of this Agreement; or
s. to engage in any other conduct, which, in GrantVantage’s sole discretion, is considered unauthorized or objectionable.

11. YOUR REPRESENTATIONS AND WARRANTIES.
a. You represent and warrant that Content (as defined in the Privacy Policy) and Messages (as defined in the Privacy Policy): (i) will not violate any third party’s patent, copyright, trade secret or other intellectual property rights, and that you hold all rights and licenses to permit the use of Content and Messages, by yourself and GrantVantage, as contemplated under this Agreement; (ii) will not contain material that is defamatory, slanderous, libelous, or obscene, portray any person in a false light, constitute an invasion of any right to privacy or an infringement of any right to publicity, or otherwise violate any rights of any third party; (iii) will comply with this Agreement, the Privacy Policy, and all applicable foreign, federal, state or local statutes, laws and regulations governing advertising, data collection, privacy, security and other business practices; (iv) will not give rise to a claim of a breach of contract, business tort, or similar claim of a third party; and (v) will not otherwise expose either you or GrantVantage to criminal or civil liability.
b. You warrant that you shall maintain up to date privacy policies and data collection procedures in compliance with applicable local regulations and laws; and such collection procedures shall be disclosed in full to any persons (which shall include, but is not limited to customers, employees or any subject person to which personal data is collected and used by you) prior to collection. You shall promptly notify any such individuals with whom you have retained personal data of any changes to your data collection policies and procedures prior to implementation.
c. You shall be liable for any breach of your information obligations, such as, the failure to identify email communications as advertising, the withholding of your identity within the contents of any email communication or the unclear or misleading placement of the required opt out notification link.
d. You shall be solely responsible for the accurate collection of information from individuals. In the event an individual notifies GrantVantage of incorrect information and requests that specific data be corrected or updated, GrantVantage will inform you of any requested changes or corrections as instructed by the individual and you shall be obligated to update or correct the individual’s information.
e. You shall be responsible for maintaining accurate records reflecting the explicit consent or permissions granted by individuals as to applicable opt in or opt out information collected.
f. You hereby represent and warrant that you have and for the duration of this Agreement shall have all rights, titles, or interests in your pre-existing properties required for the performance of its obligations hereunder and for the duration of this Agreement you shall have the authority and the legal right to enter into this Agreement.

12. DISCLAIMER OF WARRANTIES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GRANTVANTAGE DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM THE USE OF THE GRANTVANTAGE SOFTWARE. THE GRANTVANTAGE SOFTWARE IS PROVIDED “AS IS”, WITH NO WARRANTIES, AND GRANTVANTAGE EXPRESSLY DISCLAIMS (A) ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS; AND (B) ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE GRANTVANTAGE SOFTWARE.

13. LIMITATION OF LIABILITY.
A. UNDER NO CIRCUMSTANCES SHALL GRANTVANTAGE BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER’S USE OR MISUSE OF THE GRANTVANTAGE SOFTWARE. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGE WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM THE USE OR MISUSE OF AND RELIANCE ON THE SOFTWARE, FROM INABILITY TO USE SOFTWARE OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SOFTWARE. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. THE TOTAL LICENSE FEES PAID BY YOU AND YOUR ORGANIZATION, UNDER THIS AGREEMENT AND UNDER THE MASTER LICENSE, IN THE LAST SIX (6) MONTHS PRIOR TO THE ACCRUAL OF ANY CAUSE OF ACTION, SHALL CONSTITUTE THE MAXIMUM LIABILITY OF GRANTVANTAGE TO YOU AND YOUR ORGANIZATION UNDER THIS LICENSE AGREEMENT.
b. You acknowledge and agree to the following: (a) email messages are a basic element of the GrantVantage Software, and are distributed over the Internet; (b) email messages are created and distributed by GrantVantage consistent with industry standards which may not address all problems associated with the delivery of email messages via the Internet; (c) such industry standards may be amended from time to time; (d) because all servers used by third parties to access the Internet do not implement the same email standards, such differences may impact the effectiveness of the Software or the ability of recipient to access GrantVantage emails; (e) congestion over the Internet and data delay may slow the distribution of Messages; (f) neither you nor GrantVantage can predict whether the recipients of Messages will actually access Messages, initiate a block on future Messages, elect to opt-out of inclusion on your email distribution lists(s), or fail to confirm opt-in inclusion. GrantVantage shall not be liable to you in the event of the occurrence of any of the foregoing events described in this Section 14(b).
c. You acknowledge that GrantVantage has no obligation or responsibility to review Content and Messages to determine whether their use or distribution may result in liability to you, GrantVantage, or any third party. You are solely responsible for all Messages and Content, including the pre-approval thereof.

14. INDEMNIFICATION. You shall indemnify GrantVantage against, and hold GrantVantage harmless from, any liabilities, claims or damages arising out
of (i) the use of the Software by you, your employees, agents, and contractors in violation of this Agreement including the Privacy Policy; or (ii) allegations that Content or Messages infringe or misappropriate a third party’s patents, copyrights, trademarks, or trade secrets. You shall pay any and all liabilities, damages, awards, judgments, settlements, fees and costs, including reasonable attorneys’ fees and other costs incurred in the defense and/or settlement of any and all such claims. Your obligations under this Section 15 are expressly conditioned on (a) GrantVantage giving you prompt written notice of any damages or claims; (b) GrantVantage providing you (at your expense) with all information and assistance necessary to defend or settle such liability or claim; (c) You having control of the defense and all related settlement negotiations; and (d) GrantVantage taking no action that may prejudice your ability to defend the claim. You shall have no authority to make any admission on behalf of the GrantVantage or enter into any agreement imposing an affirmative obligation on GrantVantage without the GrantVantage’s prior written consent. THIS SECTION 15 STATES YOUR ENTIRE LIABILITY AND OBLIGATION, AND GRANTVANTAGE’S EXCLUSIVE REMEDY, FOR INFRINGEMENT CLAIMS.

15. MICROSOFT DYNAMICS 365 AGREEMENT TERMS & CONDITIONS. You agree to all Terms & Conditions as represented in the Microsoft Dynamics 365 End User License Agreement (EULA) which can be found http://www.microsoftvolumelicensing.com/Downloader.aspx?DocumentId=6483.

16. GOVERNING LAW. This Agreement is governed by the laws of the Commonwealth of Virginia without regard to its conflict of laws and principles, and without regard to the United Nations Convention on Contracts for the International Sale of Goods.

17. EMPLOYEE SOLICITATION. During the term of the Master License and ending one (1) year after the termination of the Master License, you agree not to offer or allow your Affiliates to offer employment to or hire any technical, sales, or managerial employee of GrantVantage or its Affiliates (collectively, the “Current Employer”). For purposes of the preceding sentence, the term “employment” shall include any form of employment, consulting, contract relationship, or other arrangement pursuant to which such individual will, directly or indirectly, perform services for the new employer, and the term “Affiliate” means any employee, employer, agent, subsidiary, parent, or affiliated entity under common control. You and GrantVantage acknowledge and agree that the remedy at law for the enforcement of this prohibition on solicitation may be inadequate and, accordingly, GrantVantage may bring an appropriate action for temporary restraining order and temporary injunctive relief in the court having
exclusive jurisdiction for the resolution of any such disputes as set forth herein.

18. DISPUTE RESOLUTION.
a. Binding Arbitration.
i. Any dispute between the parties arising out of or in connection with this Agreement shall be submitted by the parties to binding arbitration with the McCammon Group in the County of Arlington, the Commonwealth of Virginia.
ii. All disputes shall be submitted within one (1) year after the occurrence of the events giving rise to the cause of action, notwithstanding any longer statute of limitations available by statute or otherwise.
iii. Any arbitration will proceed in accordance with the commercial arbitration rules of the McCammon Group in the County of Arlington, the Commonwealth of Virginia.
iv. In the event the parties fail to agree upon an arbitrator within ten (10) days after written notice from one party to the other requesting arbitration, the complaining party shall have an arbitrator, familiar with the issues, designated by the McCammon Group in accordance with the McCammon Group rules.
v. The award rendered by the arbitrator will be final and binding on the parties, and either party may enter such judgment in any court of competent jurisdiction.
b. Costs. In the event of any action to enforce, interpret or set aside this Agreement, the prevailing party is entitled to recover all arbitration costs and attorneys’ fees incurred in connection with such action or proceeding.
c. Notwithstanding the above, GrantVantage may, at its sole option, seek injunctive relief for any equitable claims, or may file an action for non payment by you of license fees under this Agreement or the Master License, in the Maryland, The District of Columbia, and the Commonwealth of Virginia courts situated in Arlington County, Virginia or in the Eastern District of Virginia Federal District Court, and you agree and submit to the exclusive jurisdiction and venue of these courts.

19. NOTICE. Any required notice under this Agreement shall be sent as
follows:
a. If by GrantVantage to you, notice must be sent by e-mail to the e-mail address associated with your GrantVantage account, or by certified mail, facsimile, or courier.
b. If by you to GrantVantage, notice must be sent by certified mail or courier to: GrantVantage, Inc. Attn: Legal Department 3033 Wilson Blvd Ste E 514 Arlington, VA 22201 with a copy to: Arlington Law Group Attn: Contract Notices 1739 Clarendon Blvd. Arlington, VA 22209-2741

20. PARTIAL INVALIDITY. All provisions and terms in this Agreement are both severable and divisible. In the event a portion of this contract becomes invalid or unenforceable, all remaining portions of the contract will remain binding and enforceable.

21. FORCE MAJEURE. In the event that either party’s performance (other than obligations to pay money) is delayed, prevented, obstructed, or inhibited because of any act of God, fire, casualty, delay or disruption in transportation, flood, war, strike, lockout, epidemic, destruction or shutdown of facilities, shortage or curtailment, riot, terrorism, insurrection, governmental acts or directives, any full or partial failure of any communications or computer network or any cause beyond such party’s reasonable control, the party’s performance will be excused and the time for the performance will be extended for the period of delay or inability to perform resulting from such occurrence. The occurrence of such an event will not constitute grounds for a declaration of default by either party hereunder.

22. HEADINGS. The headings of the sections of this Agreement have been included only for convenience and do not modify or limit any of the provisions of this Agreement.

23. BINDING AGREEMENT. This Agreement is binding upon, and inures to the benefit of, the parties and their heirs, administrators, representatives, executors, successors and assigns.

24. ATTORNEY’S FEES. The prevailing party in any litigation under this Agreement shall be entitled to recover all costs incurred in connection therewith, including, without limitation, reasonable attorneys’ fees.

25. SEVERABILITY. If any of the provisions of this Agreement is or becomes illegal, unenforceable, or invalid (in whole or in part for any reason), the remainder of this Agreement shall remain in full force and effect without being impaired or invalidated in any way.

26. NO IMPLIED WAIVER. No term, provision or clause of this Agreement shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and executed by a duly authorized representative of each party. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any different or subsequent breach.

27. ENTIRE AGREEMENT. This Agreement, in conjunction with the agreements incorporated herein by reference, constitute the entire agreement between the parties with respect to your individual license to the GrantVantage software hereof and supersede and replace all prior or contemporaneous understandings or agreement, written or oral, regarding such subject matter. Any waiver of any provision of this Agreement will be effective only if in writing and signed by GrantVantage.