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Foundant Technologies Standard Terms and Conditions
<br />Software License and Services Agreement with Customer
<br />INTRODUCTION
<br />This Agreement applies to the purchase of Sufmare or Services by
<br />Customer, It should be read in conjunction with the Quote Form, which
<br />identifies the products or services that Customer is purchasing. Parts of
<br />this Agreement may not apply to a particular Customer.
<br />PART ONE - DEFINITIONS
<br />1. DEFINED TERMS
<br />In this Agreement:
<br />"Agreement" means this agreement and any appendix.
<br />"Authorized User", unless otherwise stated in a Quote Form, means an
<br />employee, board member, trustee, invited reviewer, grant applicant or
<br />grantee of Customer and/or Customer's affiliates, or of a person to
<br />whom Customer has outsourced services, each of whom is able to access
<br />the Software functionality described in the Quote Fonn.
<br />"Documentation" means user documentation provided electronically by
<br />Foundant for use with the Software.
<br />"Grant Making Entity" means any foundation, scholarship fund, government
<br />program or other organization providing financial or service assistance,
<br />support, or other awards for which the Software is used to process
<br />applications.
<br />"Grant Lifecycle Process" means the workflow procedures defined by
<br />a Grant Making Entity for a particular type of award.
<br />"Hosting Services" means the services provided by Foundant to
<br />Customer under the Hosting Service Level Appendix.
<br />"Hosting Service Level Appendix" means the terns and conditions of the
<br />Hosting Service, being an appendix to this Agreement.
<br />"Grant Process" means the online forms, users and workflow used to
<br />support a particular type of award for which applications are processed
<br />within the Software. Elements of the unique workflow may include but
<br />are not limited to items such as letters of intent, grant applications,
<br />evaluation criteria, review committees and grant reports.
<br />"Quote Forn" means a document provided by Foundant and signed by
<br />Customer (or in the case of a sale made through an authorized Foundant
<br />reseller, by the reseller), detailing the software and services provided by
<br />Foundant, and includes any attached statement of work, or appendix.
<br />"Professional Services" means the training, consulting, software
<br />development and other professional services identified on a Quote Foam,
<br />but does not include the Software, the Support Services or the Hosting
<br />Services.
<br />"Support Services" means the provision of upgrades and Software support.
<br />"Software" means the object code version of the proprietary computer
<br />software identified on a Quote Form and any subsequent revisions or
<br />modifications thereto famished to Customer by Foundant.
<br />"Work Product" means object code, source code, flow charts,
<br />documentation, information, reports, test results, Endings, ideas and any
<br />works and other materials developed by Foundant in providing the
<br />Professional Services to Customer,
<br />PART TWO - LICENSE AND SUPPORT
<br />2. LICENSE GRANT
<br />(a) This Part Two shall apply only if the parties have agreed that
<br />Foundant shall license Software or provide Software support and
<br />maintenance to Customer. Foundant grants Customer an object code -only,
<br />non-exclusive, non -transferable (except as provided in Section 19) license
<br />to use the Software and the Documentation solely for Customer's
<br />internal business purposes and subject to the terms of this License
<br />Agreement
<br />(b) Customer may copy the Software, in whole or in part, only as
<br />necessary in connection with (i) Customer's installation thereof under this
<br />Agreernent and (ii) Customer's backup copies maintained for archival or
<br />emergency restart purposes. Customer may also copy the Documentation
<br />only for its authorized use of the Software,
<br />(c) As Foundant is providing Customer with Hosting Services,
<br />Foundant affirms that the only third party software required by Customer
<br />heremnder is browser software.
<br />3. LIMITATIONS ON USE
<br />(a)Customer shall not (i) sell, rent, lease, sublicense or otherwise
<br />transfer or distribute any copies of the Software or Documentation to any
<br />third parties; (ii) modify, translate, reverse engineer, decunpile, or
<br />disassemble the Software (except to the extent applicable law specifically
<br />permits such activity) or modify the Documentation; (id) create derivative
<br />works based upon the Software or Documentation; (iv) alter, destroy or
<br />otherwise remove any proprietary notices (including the 'Powered By
<br />Foundant' link or labels on or embedded within the Software or
<br />Documentation; or (v) create, or cause the creation of unique Grant
<br />Lifecycle Processes that would result in the total number of active Grant
<br />Lifecycle Processes exceeding the maximum amount as defined on the
<br />Quote Form without Foundam's written approval.
<br />(b) Customer may use the Software to construct such number of
<br />Grant lifecycle processes only as listed in the Quote Fonn.
<br />(c) Customer acknowledges that (f) the Software and
<br />Documentation and all right, title and interest therein (including without
<br />limitation any copyright, patent, trade secret or other intellectual property
<br />right in and to the Software and Documentation) are the sole property of
<br />Foundant and its suppliers and that Customer receives no rights, title or
<br />interests in the Software or Documentation except as expressly set forth
<br />herein.
<br />4. SUPPORT SERVICES
<br />(a) Foundant's Online Knowledgebase is available via a designated
<br />login for Customer's Authorized Users. Foundant will make reasonable
<br />efforts to ensure that this system is available 24x7x365 as a technical
<br />support resource for Customer.
<br />(b) Phone and e-mail technical support is available to Customer
<br />from 8:00 AM Mountain Time to 5:00 PM Mountain Time on standard
<br />business days.
<br />(c) Customer is responsible for providing initial support to those users
<br />submitting online forms to Customer. Foundant will main Customer to
<br />manage these inquiries. In instances where the user's inquiry is the result
<br />of a technical issue with the Software, Foundant will engage directly with
<br />the user for resolution.
<br />5. LICENSE TERM AND ITTMINATION
<br />(a)Tlie license granted hereunder initiates upon the date the Quote is
<br />signed and expires per the tern noted on the Quote form.
<br />(b) Either party may t'erminat'e the license if the other breaches any
<br />material term and such breach is not cured within 30 days of written
<br />notice thereof. Upon expiration or termination of a license, Customer's
<br />rights under Part Two of this Agreement shall cease,
<br />Customer agrees to immediately cease use of the Software, and Foundant
<br />reserves the right to disable access for all Authorized Users of the
<br />Customer. Sections 14, 15, 16 and 19 shall survive the expiration or
<br />termination of the terminated license.
<br />(c) Upon termination or expiration of the license, Customer shall
<br />have 30 days to request all Customer computer files and data which tae
<br />stored in the Software. Foundant will deliver the requested computer files
<br />and data within 30 days of receiving said request. Computer files stored in
<br />the Software will be provided to Customer in same fo mall as they are
<br />stored. Computer data (that is, data stored in Software's internal databases)
<br />will be provided to Customer in one or more comma delimited text files (i.e.
<br />.CSV format). Foundant shall have no other obligation to maintain any
<br />Customer data stored in the Grant Lifecycle Manager system or to forward
<br />any data to Customer. Any requests for customization of this data export
<br />will be considered Professional Services and will be described in a separate
<br />Quote Form.
<br />6. SOFTWARE WARRANTY
<br />(a) Foundant warrants to Customer that: (1) the Software
<br />will function substantially as described in the Documentation for so long
<br />as Customer is entitled to receive Support Services hereunder; (2)
<br />Foundant owns or otherwise has the right to license the Software and
<br />documentation to Customer under this Agreement; (3) on delivery, the
<br />Software will be free from any vims, time bomb, tromn horse, worm,
<br />drop dead device or other computer software code or routine designed to
<br />disable, damage or erase the Software, provided that the foregoing shall
<br />not apply if same could not have been detected by Foundant using
<br />commercially reasonable virus detection or other scanning practices.
<br />(b) If there is a material breach of the above warranties, Foundant's
<br />entire liability and Customer's exclusive remedy shall be: (1) if the
<br />Software does not function substantially in accordance with the
<br />applicable Documentation, Foundant shall, at its option, (i) promptly
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