Legal Disclaimer
You agree to be bound by the following Legal Disclaimer and terms and conditions. If you do not agree to this disclaimer and the terms and conditions, you agree not to use the site.
THE INFORMATION FROM OR THROUGH THIS SITE IS PROVIDED "AS-IS," "AS AVAILABLE," AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION MAY CONTAIN ERRORS, PROBLEMS OR OTHER LIMITATIONS. OUR SOLE AND ENTIRE MAXIMUM LIABILITY FOR ANY INACCURATE INFORMATION, FOR ANY REASON, AND USER'S SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE AMOUNT PAID BY THE CUSTOMER FOR THE INFORMATION RECEIVED (IF ANY). WE ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE). WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. WE WOULD NOT PROVIDE THIS SITE AND INFORMATION WITHOUT SUCH LIMITATIONS. NO REPRESENTATIONS, WARRANTIES OR GUARANTEES WHATSOEVER ARE MADE AS TO THE ACCURACY, ADEQUACY, RELIABILITY, CURRENTNESS, COMPLETENESS, SUITABILITY OR APPLICABILITY OF THE INFORMATION TO A PARTICULAR SITUATION.
All responsibility and liability for any damages caused by viruses contained within the electronic files of this site are disclaimed.
TERMS AND CONDITIONS
1. General. "You" means the single end-user customer organization executing this Agreement.
"Access Holder" means each individual who meets the criteria outlined in the List of Allowed Access Holders that you identify to us in writing to receive an initialized password for access to one (1) or more Products through the Internet. Each Access Holder must be a current employee of your organization or any employee of non-profit organization within your geographic boundaries. Use of a single password by more than one person will constitute more than one "Access Holder."
"Products" means the most current version of the database libraries listed on the List of Products. eCivis may make daily, weekly, monthly, or yearly updates to its databases, but shall be under no obligation to do so. eCivis reserves the right to discontinue any Product at any time by giving written notice to you, and without providing a refund of Fees.
2. License. eCivis hereby grants you, subject to the terms and conditions of this Agreement, a nonexclusive, nontransferable right and license.
- To permit each Access Holder to access each Product through the Internet.
- In connection with the foregoing, to create on-line or off-line printouts of information retrieved from the Products, and reproduce, reformat, analyze, print and display such printouts, to download and store, in machine-readable form, portions of such materials as included in any individual file accessed by you, in connection with your normal business activities.
You may not, however, engage in such activity if it is for commercial sale, redistribution, broadcast or transfer of such materials. Except as expressly authorized in this Agreement, you agree not to rent, lease, sublicense, distribute, transfer, copy, reproduce, display, modify, store, or time-share the Products. You agree to take all reasonable steps to protect the Products from unauthorized access, copying, or use. eCivis reserves all rights not expressly granted to you.
If you allow usage by individuals that do not meet the criteria specified in the List of Allowed Access Holders, eCivis may immediately terminate this Agreement, without refund of any Fees, and you agree to pay additional Fees, in addition to other remedies eCivis may obtain.
3. Passwords. You agree to assume sole responsibility for the security of passwords issued to each Access Holder. If you believe that someone other than an authorized Access Holder is using any password, you must notify eCivis immediately.
4. Help Desk. eCivis maintains a help desk capable of providing assistance regarding connection to the Products and operating instructions for access to and use of the Products. Such telephone assistance shall be available Monday through Friday days a week from 9 a.m. to 5 p.m. Pacific time, subject to planned or uncontrolled interruptions, and excluding eCivis holidays. The help desk also will be available to receive reports of technical difficulties associated with the eCivis Internet site. Such assistance and any training provided by eCivis are intended to relate to technical aspects of use of the Products. eCivis does not hold itself out as a professional expert and adviser regarding your computer or information needs nor does it give personalized grant advice.
5. Your Responsibilities. You are responsible for determining whether the Products will achieve the results you desire; You are responsible for adopting reasonable measures to limit your exposure with respect to potential losses and damages arising from use, nonuse, interruption, delay, errors, or omissions of or in the Products, or the results thereof, including (without limitation) examination and confirmation of data prior to use thereof, and a provision for identification and correction of errors and omissions. You acknowledge that the Products may include the views, opinions, and recommendations of individuals or organizations whose thoughts are deemed of interest, but that eCivis does not thereby endorse such views, give funding or professional advice, or advocate any course of action. You agree to indemnify and hold eCivis, its managers, members, officers, employees, harmless from and against any loss, claims, demands, expenses (including court costs and attorney fees), or liability of whatever nature or kind (including, without limitation, negligence), of you or any third parties arising out of your use or nonuse of the Products.
6. Changes. eCivis reserves the right to change its fees and charges, or any other terms and conditions, at any time, effective immediately upon publication (except for annual fees, which change shall be effective commencing the next renewal term). eCivis shall use reasonable efforts to notify you (including by facsimile, newsletter, or, if available, e-mail) in advance of or concurrent with such changes.
7. Proprietary Protection. As between you and eCivis, eCivis (or eCivis's third-party supplier if applicable) shall be the sole owner(s) of the Products, including any adaptations or copies thereof, and including associated intellectual property rights, provided to or accessed by each Access Holder pursuant to this Agreement. Copies may be made only to allow you to exercise your rights under this Agreement. eCivis and/or its third-party suppliers claim U.S. and foreign copyright ownership with respect to the Products as compilations and expressions of distinctive and creative formats. It is eCivis's practice to place copyright notices and/or other proprietary legends in report forms and data provided to subscribers. You and each Access Holder shall provide for the reproduction of such notices and legends in the form and manner in which they appear.
8. Indemnification. If a third party claims that any Products, as provided to you hereunder, or your authorized use of such Product pursuant to this Agreement infringes any U.S. patent, copyright, or trade secret, eCivis will defend you and all Access Holders against such claim at eCivis's expense and pay all damages that a court finally awards, provided that you promptly notify eCivis in writing of the claim, and allow eCivis to control, and cooperate with eCivis in, the defense or any related settlement negotiations. If such a claim is made or appears possible, eCivis may, at its option, secure for you the right to continue to use the Product, modify or replace the Product with equivalent information so they are noninfringing, or, if neither of the foregoing options is available in eCivis's sole judgment, terminate this Agreement by paying you a credit equal to the portion of previously paid fees and charges allocable to the remaining term of this Agreement. THIS PARAGRAPH STATES ECIVIS'S ENTIRE OBLIGATION WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.
9. Limitations. eCivis and/or its third-party licensors shall employ due care and attention in obtaining and maintaining the Products. However, you acknowledge that any collection and compilation of data entails the likelihood of some human and machine errors, omissions, delays, interruptions, and losses, including inadvertent loss of data or damage to media, which may give rise to loss or damage. Accordingly, you agree THAT THE PRODUCTS ARE PROVIDED "AS IS"; ECIVIS MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THEIR ACCURACY, COMPLETENESS, OR CURRENTNESS; AND ECIVIS SPECIFICALLY DISCLAIMS ANY OTHER WARRANTY, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ECIVIS SHALL NOT BE LIABLE BECAUSE OF ANY SUCH ERRORS, OMISSIONS, DELAYS, OR LOSSES, INCLUDING DATA LOSSES AND CORRUPTION, UNLESS CAUSED BY ECIVIS'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. YOU FURTHER AGREE THAT IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF ECIVIS FOR ANY CLAIMS, LOSSES, OR DAMAGES ARISING UNDER THIS AGREEMENT AND SERVICES PERFORMED HEREUNDER, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, EXCEED THE TOTAL AMOUNT PAID BY YOU TO ECIVIS DURING THE PRECEDING TWELVE-MONTH PERIOD, EVEN IF ECIVIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL CLAIM, LOSS, OR DAMAGE. You acknowledge that eCivis is not a consulting firm or a grant-writing firm. You agree always to read the full original grant notice provided. You acknowledge that eCivis does not warrant that use of the Product will result in any grant acquisition. You acknowledge that Products may not include all potential data. Specifically, eCivis makes no warranty that any Product has all grants that the federal or a state government may have available.
10. Management of Sub-Access Holders. Master Access Holder is responsible for managing Sub-Access Holders' use of the Products, including adding and deleting Sub-Access Holders, modifying passwords, and informing Sub-Access Holders of changed passwords. eCivis will, upon written or e-mailed request from Master Access Holder, provide initial Sub-Access Holder setup or provide sub-Access Holders with changed passwords.
11. Default. Should you fail to pay Fees due hereunder or fail to carry out any other obligation under this Agreement or any other agreement with eCivis, eCivis may, at its option, in addition to other available remedies, terminate this Agreement provided that it first gives you fifteen (15) days' prior notice to permit you to cure your default. eCivis reserves the right, with or without notice, to suspend access to or use of any Product in the event of any delinquency or default. eCivis may elect, in eCivis's sole discretion, after delinquency, to terminate all personal information and settings associated with an Access Holder. Such information and settings will be unrecoverable after such termination.
12. Force Majeure. eCivis shall not be liable or be deemed to be in default for any delay or failure in performance or interruption resulting directly or indirectly from any cause or circumstance beyond the reasonable control of eCivis; equipment, or telecommunications failure; labor dispute; or failure of any third party to perform any agreement with eCivis that adversely affects eCivis's ability to perform its obligations hereunder.
13. Governing Law. Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California as it applies to a contract made and performed in such state.
