HomeMy WebLinkAboutSubscription AgreementeCivis
GRANTS LOCATOR
SUBSCRIPTION A(RFFMFNT
Between eCivis, Inc., a Delaware corporation ("eCivis")
Address: 150 E. Colorado Boulevard, Suite 215
Pasadena, CA 91105
Phone: (877) 232-4847
Sales Contact: Karl Rectanus
Date 9/22/2005
Contract No. 10665
Customer Name, type of entity, and jurisdiction: City of Miami
Address: City of Miami
444 SW 2nd Avenue 5th Floor
Miami, FL 33130
Phone: (305) 416-1532
Principal Contact and Master Access Holder: Robert Ruano, Grants Administrator
This Agreement provides for eCivis to grant access to your Access Holders, on a password -restricted basis, through the
Internet, the following products for the following fees ("Fees"):
✓ Grants Locator software and database: Federal, Florida and Foundation Version
• $24,000 for Unlimited Access Holders (Includes 29% discount)
o Organization Wide Access - $21,000 (Includes 22% discount)
o Community Based Organization Access - $3,000 (Includes 55% discount)
• Term: December 1, 2005 to November 30, 2006 (the "Termination Date")
• Toll Free Premiere Client support (877-2 eCivis) and web -based Grants Locator training included
• This offer is valid if sipped and returned to pCivis ley Ortoher 11, 2005
• 1 Basic Specialized Grant Search (included in Grants Locator Subscription)
1 10 "Improving Your Grant Skills Series" Courses
Prise-Prntert.d Fxtensinir This agreement will automatically renew Grants Locator for additional calendar
year(s) of 365 days unless eCivis receives written notification on or before the termination date. Notification must
be sent to eCivis at theaddress listed below, Fees will be calculated as the lesser of the previous year's price plus
5% or the then current maximum price. Fees will be invoiced and payment is due within 30 days of contract
extension,
This Agreement, including the Terms and Conditions is the complete and exclusive statement of the agreement between the
parties.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.
eCivis, Inc.
By:
Karl T. Rectanus
Vice President
eCivis, Inc.
City of Miami
By.
Print Name
Print Title
Date
TERMS AND CONDITIONS
1. General. "You" means the single end -user organization executing this Agreement.
"Access Holder" means each individual that is an employee of your organization that uses Grants Locator, If the
Community Based Organization and/or Library option is purchased, then an "Access Holder" also includes an
approved employee of the selected group.
"Grants Locator" means the most current version of the online grants database libraries. eCivis reserves the
right to discontinue Grants Locator at any time by giving written notice to you.
2. License. eCivis grants you, subject to this Agreement, a nonexclusive, nontransferable right and license.
1. To permit each allowed Access Holder to access Grants Locator through the Internet,
2. To create printouts, download and store in electronic form, and re -purpose Grants Locator for
internal use in connection with your normal business activities.
You may not engage in such activity if it is for commercial sale, redistribution, broadcast or transfer of such
materials. You agree not to rent, lease, sublicense, distribute, or transfer any information to entities or people
outside your organization. You agree to take all reasonable steps to protect Grants Locator from unauthorized
access, copying, or use.
If people or entities outside your organization use your usernames to access Grants Locator, eCivis reserves the
right to terminate this contract.
3. Passwords. You agree to assume sole responsibility for the security of your passwords.
4. Help Desk. eCivis maintains a help desk from 9 AM to 5 PM Pacific Time capable of providing
technical assistance for Grants Locator. eCivis does not hold itself out as a professional expert and advisor
regarding your computer or information needs.
5. Your Responsibilities. You are responsible for determining whether the Grants Locator 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 in Grants
Locator. You agree to indemnify and hold eCivis, its managers, members, officers, employees, harmless from
and against any loss, claims, demands, expenses, or liability of whatever nature or kind of you or any third
parties arising out of your use of Grants Locator.
6. Term. The initial term of this Agreement shall commence on the date set forth above and end on the
Termination Date.
7. Fees. eCivis will charge, and you agree to pay, the Fees. Full payment shall be made to eCivis within
thirty (30) days after the original date of the invoice. eCivis will charge you interest at the rate of 1.5 % per
month if payment is not received within the 30 days. Cancellation of any subscription will not result in any
refund or credit of fees already paid and any additional payments remain due according to pre -determined terms.
Subscription fees are charged up -front and no refunds or credits will be given upon cancellation, Additional fees
may apply if you decide to re -subscribe at a later date.
S. Changes. eCivis reserves the right to change its fees and any other terms and conditions, at any time,
effective upon publication. These changes will NOT affect any existing contract Tenn,
9. Proprietary Protection. eCivis is the sole owner of Grants Locator and any associated intellectual
property rights. eCivis claims U.S. and foreign copyright ownership with respect to Grants Locator. You agree
not to remove any copyright notices from printouts of Grants Locator.
2
10. Indemnification. If a third party claims that Grants Locator or your use of Grants Locator 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' 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' 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' ENTIRE
OBLIGATION WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.
11. Limitations. eCivis shall employ due care and attention in obtaining and maintaining Grants Locator.
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 Grants Locator is provided "as
is"; eCivis makes no representation or warranty with respect to their accuracy, completeness, 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' 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 Grants Locator will
result in any grant acquisition. You acknowledge that Grants Locator may not include all potential data.
Specifically, eCivis makes no warranty that Grants Locator has all grants that the federal or a state government
may have available.
12. 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' 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.
13. 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' ability to perform its obligations
hereunder.
14. 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.
******** End of Terms and Conditions ********
3