GrantMatch - Terms of Use

Welcome to GrantMatch.com, a website and software system (the "Site"), created and owned by GrantMatch Corp. ("we", "us", or "GrantMatch"). Through this Site, we provide services and materials ("Services") designed to assist: (i) Site visitors ("Site Visitors") with information about our Services (herein defined); and (ii) individuals or entities who have subscribed for our Services ("Clients"). Site Visitors and Clients are collectively referred to herein as "Users" (or, individually, "you.") All Users' access and use of the Site, along with any Services or materials contained or referenced herein, are governed by and subject to this Terms of Use Agreement (the "Terms"), as well as all applicable laws.

PLEASE READ CAREFULLY THE FOLLOWING TERMS OF SERVICE.

THE CONTENTS OF THIS SITE AND OUR SERVICES ARE CONFIDENTIAL. IF YOU ARE NOT PREPARED TO COMPLY WITH THE CONFIDENTIALITY OF THIS SITE AND OUR SERVICES, YOU ARE NOT ENTITLED TO ACCESS OR USE IT. IF YOU BREACH CONFIDENTIALITY OF THIS SITE OR OUR SERVICES, WE WILL TAKE ACTION AGAINST YOU AS PERMITTED BY LAW.

By selecting the “accept” button at the end of these Terms and/or by using the Site, you represent that you (1) are over the age of 18, (2) have the right and authority to legally bind yourself or your company, firm and/or employer to these Terms, (3) have not been previously suspended or removed from the Site by GrantMatch, and (4) are not a competitor of GrantMatch or acting on behalf of any such competitor.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS OR CANNOT TRUTHFULLY MAKE SUCH REPRESENTATIONS, SELECT THE “DECLINE” BUTTON AT THE END OF THIS AGREEMENT AND DO NOT USE THE SITE OR SERVICE. By selecting “accept”, you agree on your and your company’s, firm’s, or employer’s behalf to be legally bound by all these Terms, including any additional guidelines and future modifications hereto.

Updates and Communications

We may revise these Terms or any additional terms and conditions that are relevant to a particular Service from time to time to reflect changes in the law or to the Services. We will post the revised terms on the Site with a “last updated” date. Those revised terms become part of these Terms. It is your responsibility to review the Site on a regular basis to obtain timely notice of any revisions. If you continue to use the Services after the revisions take effect, you will be bound by these Terms as revised. You agree that we shall not be liable to you or to any third party by reason of modification of the Terms.

You agree to receive electronically all communications, agreements and notices that we provide in connection with the Services (“Communications”), including by e-mail, text, and notifications by Messenger Feature, or by posting them on the Site or through any Services. You agree that all Communications that we provide to you electronically satisfy any legal requirement that Communications be in writing. You agree to keep your Site account (“Account”) contact information current so that we can send you Communications.

Additional Terms for Services

Electronic Signature. Clicking any “I agree” or “I accept” button on the Site constitutes affixing your signature to the Communication containing such button.

Messenger Feature. If you use the Messenger Feature, which is a private communication feature built into the Site, you accept the additional terms applicable to the

Messenger Feature

The additional terms for Electronic Signature and Messenger Feature form part of these Terms.

Clients

All references to the “Site” in these Terms also includes the Services. By using the Services as a Client, you represent that you are legally authorized to do so. If you place any information on the Site that is confidential, you represent that you have the authority to do so and understand the consequences thereof.


Users

 To be a User, you must be invited to register for an Account on the Site. You are solely responsible for maintaining the confidentiality of your Account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your Account or password. You agree that the information you provide on registration and at all other times will be true, accurate, current, and complete. You also agree that you will keep this information accurate and up-to-date at all times. If you have reason to believe that your Account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your Account identification, password, or any credit, debit or charge card number, if applicable), then you agree to immediately notify us. You may be liable for the losses incurred by us or others due to any unauthorized use of your Account. If you are a User, you agree not to impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Accounts of others without permission, forge another person’s signature, misrepresent the source, identity, or content of information transmitted via the Site, or perform any other similar fraudulent activity. You agree that you shall be bound by these terms and the additional terms applicable to Users. The additional terms for Users form part of these Terms.

Site Visitors

A Site Visitor is bound by these Terms and can terminate its use of the Site at any time by ceasing further use of the Site. We may terminate your use of the Site and deny you access to the Site in our sole discretion for any reason or no reason, including for violation of these Terms. A Site Visitor may not remove, circumvent, disable, damage or otherwise interfere with security-related features of the Site, features that prevent or restrict use or copying of any content accessible through the Site, or features that enforce limitations on the use of the Site.

Reverse Engineering, etc.

No User may reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Site or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

Limited License

Upon your acceptance of these Terms, we grant you a limited, non-exclusive, and non-transferable license to access and use the Site only as expressly permitted in these Terms. You shall not use or permit use of the Site for any illegal purpose or in any manner inconsistent with the provisions of these Terms. If you are or become a direct competitor to us, you may not access or use the Services without our explicit, advance, written consent, and then only for the purposes authorized in writing. Except as otherwise restricted by these Terms, you may use, display, copy, and download content and materials on the Site provided that you: (a) maintain all copyright and other proprietary notices on any content or materials uploaded or displayed by you; and (b) use such materials in accordance with any applicable laws or obligations you may have. Any violation by you of the license provisions contained herein may result in the immediate termination of your right to use the Site, as well as potential other claims depending on the circumstances.

Intellectual Property

The Site contains materials that are proprietary and are protected by copyright laws, international treaty provisions, trademarks, service marks, and other intellectual property laws and treaties.

The Site is also protected as a collective work or compilation under copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained on the Site. You acknowledge that the Site contains original works that have been developed, compiled, prepared, revised, selected, and arranged by GrantMatch and others through the application of methods and standards of skill and judgement developed and applied through the expenditure of substantial time, effort, and money and constitutes valuable intellectual property of GrantMatch and such others. All present and future rights in and to trade secrets, patents, designs, copyrights, trademarks, database rights, service marks, know-how, and other intellectual property or other proprietary rights of any type, the technical and functional documentation for the Services (“Documentation”), any improvements, design contributions, or derivative works thereof, and any knowledge or process related thereto, including rights in and to all applications and registrations relating to the Site, shall, as between you and GrantMatch, at all times be and remain the sole and exclusive property of GrantMatch.

The trademarks, logos, taglines and service marks displayed on the Site (collectively, the “Trademarks”) are registered and unregistered Trademarks of GrantMatch and others (including Clients and Account Users in some cases). The Trademarks may not be used in any advertising or publicity or otherwise to indicate GrantMatch’s sponsorship of or affiliation with any product, service, event or organization without GrantMatch’s prior express written permission. GrantMatch acknowledges the Trademarks of other organizations for their respective products or services mentioned on the Site. Any rights not expressly granted in these Terms are reserved by GrantMatch. Other than as provided in these Terms, your use of the Trademarks, or any other GrantMatch content, is strictly prohibited.

Document Content and Submissions/User Content

Submissions. The Site or Services may enable you to submit, post, upload, or otherwise make available (collectively, “Post”) content such as questions, messages, ideas, Services feedback, comments and other content (collectively, “User Content”) that may or may not be viewable by other users. If you Post User Content, unless we indicate otherwise, you grant us a non-exclusive, royalty-free, and fully sub-licensable right to access, view, use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, copy, and display such User Content throughout the world in any form, media, or technology now known or hereafter developed. You also permit any other user to view, copy, access, store, or reproduce your User Content for that user’s personal use. You grant us the right to use your name and other information about you that you submit in connection with your User Content. You represent and warrant that: (a) you own or otherwise control all of the rights to the User Content that you Post; (b) the User Content you Post is truthful and accurate; and (c) use of the User Content you Post does not violate these Terms or any applicable laws. For the avoidance of doubt, User Content does not include any document, such as a contract, disclosure, notice that you deposit for processing as part of the Services.


Screening & Removal

You acknowledge and agree that we and our designees have the right (but not the obligation) at our discretion, to pre-screen User Content before its appearance on the Site or Services. You further acknowledge and agree that GrantMatch reserves the right (but does not assume the obligation) in its sole discretion to reject, move, edit or remove any of your User Content. Without limiting the foregoing, GrantMatch and its designees shall have the right to remove any User Content that violates these Terms or is otherwise objectionable in GrantMatch’s sole discretion. You acknowledge and agree that GrantMatch does not verify, adopt, ratify, or sanction User Content, and you agree that you must evaluate and bear all risks associated with your User Content or your reliance on the accuracy, completeness, or usefulness of the User Content of third parties that is posted on the Site.

Agreement Templates and Example Forms

The Site may provide examples of agreements, documents, and other general information provided by us or third parties; however, any general information or sample templates provided as part of the Services are for example purposes only and may not be suitable to your circumstances. If you are not a lawyer or accountant, you should consult a lawyer or accountant regarding how any document may affect or impair your legal or financial rights or situation. The information, forms, and other resources available on or through the Site or as part of the Services are provided for example purposes only and in no way should be considered to be a substitute for the advice of a professional.

GRANTMATCH IS NOT A LAW FIRM OR ACCOUNTING FIRM AND DOES NOT ENGAGE IN THE PRACTICE OF LAW OR PUBLIC ACCOUNTING. NOTHING ON THE SITE SHOULD BE CONSTRUED AS AN ATTEMPT TO OFFER OR RENDER LEGAL OR PUBLIC ACCOUNTING SERVICES AND OUR EMPLOYEES ARE NOT ACTING AS YOUR COUNSEL OR PUBLIC ACCOUNTANTS.

No part of the Services should be applied to any specific or general factual situation. Use of the Site or the Services does not create or constitute a professional-client relationship.

ALL SAMPLE TEMPLATES AND RELATED MATERIALS, IF ANY, MADE AVAILABLE AS PART OF THE SERVICES ARE PROVIDED “AS IS,” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, LEGAL EFFECT, ACCURACY, APPROPRIATENESS, COMPLETENESS, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

All information, forms, and other resources available on or through the Site should be modified to meet all the applicable laws and regulations in your jurisdiction, as applicable. You understand that you are using any and all information, forms, and other resources available as part of the Services or on or through the Site at your own risk.

Pricing

The prices, features, and options of the Services depend on the type of Services for which you have contracted with us. We may change the prices for or alter the features and options without notice, and if you use such features or options after the price revisions take effect, you shall be bound by the revised pricing.


Restrictions on use of the site

By using the Site, including any Service, you specifically agree not to engage in any activity or transmit any information that, in our sole discretion:

• is illegal, or violates any federal, provincial, state, or local law, by-law or regulation;
• advocates illegal activity or discusses illegal activities with the intent to commit them;
• violates any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;
• is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, libelous, racist, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable;
• interferes with any other party’s use and enjoyment of the Services;
• constitutes an attempt to impersonate another person or entity;
• is commercial in a way that violates these Terms, including but not limited to, using the Site for spam, surveys, contests, pyramid schemes, or other advertising materials;
• falsely states, misrepresents, or conceals your affiliation with another person or entity;
• accesses or uses the Account of another user without permission;
• distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment;
• interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the Site, or the servers or networks connected to the Site, or any of the Services;
• “hacks” or accesses without permission our proprietary or confidential records, those of another user, or those of anyone else;
• improperly solicits personal or sensitive information from other users including without limitation address, credit card or financial account information, or passwords;
• decompiles, reverse engineers, disassembles or otherwise attempts to derive source code from the Site, except as expressly permitted in these Terms or by applicable law, unless and then only to the extent permitted by applicable law without consent;
• removes, circumvents, disables, damages or otherwise interferes with security-related features, or features that enforce limitations on use of, the Site;
• uses automated or manual means to violate the restrictions in any robot exclusion headers on the Site, if any, or bypasses or circumvents other measures employed to prevent or limit access, for example by engaging in practices such as “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information;
• modifies, copies, scrapes or crawls, displays, distributes, publishes, licenses, sells, rents, leases, lends, transfers or otherwise commercializes any materials or content on the Site;
• uses the Services for benchmarking, or to compile information for a product or service;
• downloads (other than through page caching necessary for personal use, or as otherwise expressly permitted by these Terms), distributes, posts, transmits, performs, reproduces, broadcasts, duplicates, uploads, licenses, creates derivative works from, or offers for sale any content or other information contained on or obtained from or through the Site or Services, by any means except as provided for in these Terms or with the prior written consent of GrantMatch; or attempts to do any of the foregoing.

In addition, Users shall not, and shall not permit others to, do the following with respect to the Services:

• Use the Services, or allow others to use them, in a manner that circumvents contractual usage restrictions or that exceeds authorized use set forth in these Terms;

• License, sub-license, sell, re-sell, rent, lease, transfer, distribute or time share or otherwise make any portion of the Services or Documentation available for access by third parties except as otherwise expressly provided in these Terms; or
• Access or use the Services or Documentation for the purpose of developing or operating products or services intended to be offered to third parties in competition with the Services or allow access by a direct competitor of GrantMatch.
• You may not frame the Site, place pop-up windows over its pages, or otherwise affect the display of its pages. You may link to the Site, provided that you acknowledge and agree that you will not link the Site to any website containing any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful topic, name, material, or information or that violates any intellectual property, proprietary, privacy, or publicity rights. Any violation of this provision may, in our sole discretion, result in termination of your use of and access to the Site effective immediately.

• You acknowledge that we have no obligation to monitor your – or anyone else’s – access to or use of the Site for violations of these Terms, or to review or edit any content. However, we have the right to do so for the purpose of operating and improving the Site (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes, analytics, and advertising), to ensure your compliance with these Terms and to comply with applicable law or the order or requirement of a court, consent decree, administrative agency or other governmental body.

We may access, preserve, or share any of your information when we believe in good faith that such sharing is reasonably necessary to investigate, prevent, or take action regarding possible illegal activities or to comply with legal process (e.g., a subpoena or other legal process). We may also share your information in situations involving potential threats to the physical safety of any person, violations of the GrantMatch Privacy Policy or our user agreements or terms; or to respond to the claims of violation of the rights of third parties and/or to protect the rights, property and safety of GrantMatch, our employees, users, or the public. This may involve the sharing of your information with law enforcement, government agencies, courts, and/or other organizations.

Warranties and Disclaimers

The Services, Documentation, and Site are provided “as is” and “as available.” Your use of the Services, Documentation, and Site shall be at your sole risk. THE SERVICES, DOCUMENTATION AND THE SITE ARE PROVIDED “AS IS,” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, RESULT OR EFFECT, ACCURACY, APPROPRIATENESS, COMPLETENESS, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. GRANTMATCH DOES NOT WARRANT THAT THE SERVICES, DOCUMENTATION, OR SITE ARE OR WILL BE ERROR-FREE, WILL MEET YOUR REQUIREMENTS, OR BE TIMELY OR SECURE. You will be solely responsible for any damage resulting from the use of the Services, Documentation, or Site.


GrantMatch makes no warranties or representations that Services, Documentation, and Site have been and will be provided with due skill, care and diligence or about the accuracy or completeness of the Services, Documentation, and Site content and assumes no responsibility for any: (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of Services, Documentation, and Site; (iii) any unauthorized access to or use of our servers and/or any and all personal information and/or financial information stored therein; (iv) any interruption or cessation of transmission to or from the Site; (v) any bugs, viruses, Trojan horses, or the like that may be transmitted to or through the Site through the actions of any third party; (vi) any loss of your data or content from the Site; and/or (vii) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the Services, Documentation, and Site. You will not have the right to make or pass on any representation or warranty on behalf of GrantMatch to any third party. Because some jurisdictions do not allow limitations on implied warranties, the above limitation may not apply to you. In that event, such warranties are limited to the maximum extent permitted by, and for the minimum warranty period allowed by the mandatory applicable law.


GrantMatch does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Site, and GrantMatch will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services. You are solely responsible for all of your communications and interactions with other persons with whom you communicate or interact as a result of your use of the Site.


Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages such as in this Section 10 or below in Section 12. Accordingly, some of these limitations may not apply to you.


Indemnification Obligations

You will defend, indemnify, and hold us, our affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third party claims, liability, damages, and costs (including, but not limited to, legal fees) arising from or related to, as applicable: (a) your access to and use of the Site; (b) violation of these Terms by you as applicable; (c) infringement of any intellectual property or other right of any person or entity by you; (d) the nature and content of all User Data uploaded or provided by you; (e) your use of or reliance upon any User Content uploaded by any third party; or (f) any products or services purchased or obtained by you in connection with the Site.


GrantMatch retains the exclusive right to settle, compromise and pay, without your prior consent, any and all claims or causes of action which are brought against us. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter in which we are named as a defendant and/or for which you have indemnity obligations without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Limitations of Liability

Disclaimer of Consequential Damages. Notwithstanding anything to the contrary contained in these terms, GrantMatch WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES arising out of or related to the transactions contemplated under these terms, including, but not limited to, goodwill, work stoppage, lost profits or loss of business, even if apprised of the likelihood of such losses, and whether such claims are made based on contract, tort (including negligence), or any other legal theory.

To the fullest extent permitted by applicable law, in no event shall GrantMatch be liable to you for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever resulting from any: (a) use of the Site, Documentation, or Services; (b) errors, mistakes, or inaccuracies of content; (c) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Site, Documentation, or Services; (d) any unauthorized access to or use of our servers and/or any and all personal information and/or financial information stored therein; (e) any interruption or cessation of transmission to or from our servers; (f) any bugs, viruses, Trojan horses, or the like, which may be transmitted to or through the Site, Documentation, or Services by any third party; (g) any loss of your data or content from the Site, Documentation, or Services; (h) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of your use of any content posted, transmitted, or otherwise made available via the Site, Documentation, or Services, whether based on warranty, contract, tort (including negligence), or any other legal theory, and whether or not GrantMatch is advised of the possibility of such damages; and/or (i) the disclosure of information pursuant to these terms or our Privacy Policy.

Some countries and jurisdictions do not allow the limitation or exclusion of consequential, direct, indirect, or other damages in contracts with consumers and to the extent you are a consumer the limitations or exclusions in this Section 12.1 may not apply to you.


Cap on Damages

Our total liability to you for any cause of action arising out of or related to these terms or to your use of the Site (including without limitation warranty claims), regardless of the forum and regardless of whether any action or claim is based on contract, tort (including negligence), or any other legal or equitable theory, will not exceed the total amount paid by you to GrantMatch for the Service(s) during the twelve (12) month period preceding the date of the first event giving rise to liability, or $1,000, whichever is greater. The existence of more than one claim shall not enlarge this limit to our liability.

Independent Allocations of Risk

Each provision of these Terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages represents an agreed allocation of the risks of these Terms between the parties. But for this allocation of risk, GrantMatch would not be willing to provide the Services at the prices for which they are provided. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of these Terms, and each of these provisions will apply even if the warranties in these Terms have failed of their essential purpose.

Jurisdictional Limitations
Because some jurisdictions do not allow limitation of liability in certain instances, portions of the above limitation may not apply to you. In that event, such exclusions and limitations shall apply to the maximum extent permitted by applicable mandatory law (and our liability shall be limited or excluded as permitted under mandatory applicable law).

General
Third Party Content. We may provide, or third parties may provide, links to other third-party web sites, services, or resources that are beyond our control. We make no representations as to the quality, suitability, functionality, or legality of any third-party content to which links may be provided, and you hereby waive any claim you might have against us with respect to such services. GRANTMATCH IS NOT RESPONSIBLE FOR ANY USER CONTENT OR FOR THE CONTENT ON THE INTERNET OR WEB PAGES THAT ARE LOCATED OUTSIDE THE SITE OR POSTS OF USER CONTENT.

Your correspondence or business dealings with, or participation in promotions of, advertisers or partners found on or through the Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such advertiser or partner. You agree that we are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or links to third-party web sites or resources on the Site.


Relationship

At all times, you and GrantMatch are independent contractors, and are not the agents or representatives of the other. These Terms are not intended to create a joint venture, partnership, or franchise relationship between the parties. Non-parties do not benefit from and cannot enforce these Terms. There are no third-party beneficiaries to these Terms. You must not represent to anyone that you are an agent of GrantMatch or is otherwise authorized to bind or commit GrantMatch in any way without GrantMatch’s prior written authorization.

Assignability

You may not assign your rights or obligations under these Terms without GrantMatch’s prior written consent. If consent is given, these Terms will bind your successors and assigns. Any attempt by you to transfer your rights, duties, or obligations under these Terms except as expressly provided in these Terms is void. GrantMatch may freely assign its rights, duties, and obligations under these Terms.

Notices

Except as otherwise permitted by these Terms, any notice required or permitted to be given in connection with the Services will be effective only if it is in writing and sent using: (a) the Services; (b) by certified or registered mail; or (c) insured courier, to the appropriate party at the address set forth in your registration information or on the Site.

Force Majeure

Except for any payment obligations, neither you nor GrantMatch will be liable for failure to perform any obligation under these Terms to the extent such failure is caused by a force majeure event (including acts of God, natural disasters, war, civil disturbance, action by governmental entity, strike and other causes beyond the party’s reasonable control). The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event concludes.

Initial Dispute Resolution

Most disputes can be resolved without resort to arbitration. If you have any dispute with us, you agree that before taking any formal action, you will contact us at info@grantmatch.com and provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an Account). Except for intellectual property, you and GrantMatch agree to use reasonable efforts to settle any dispute, claim, question, or disagreement directly through consultation, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.

Binding Arbitration

If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision in Section 13.6 above, then either party may initiate binding arbitration as the sole means to resolve claims, (except as provided below) subject to these Terms set forth below. Specifically, all claims arising out of or relating to these Terms, the parties’ relationship with each other, and/or your use of the Services, Documentation or Site shall be finally settled by binding arbitration administered by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions.

Class Action Waiver

The parties further agree that the arbitration shall be conducted in the party’s respective individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND GRANTMATCH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

Survival

 This Mandatory Arbitration, Waiver of Class Actions section shall survive any termination of your use of the Site.

Entire Terms

These Terms, which include the language and paragraphs preceding Section 1, are the final, complete, and exclusive expression of the agreement between you and GrantMatch regarding the Services provided under these Terms. These Terms supersede and the parties disclaim any reliance on previous oral and written communications (including any confidentiality agreements pertaining to the Services under these Terms) with respect to the subject matter hereof and apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. GrantMatch hereby rejects any additional or conflicting terms appearing in a purchase order or any other ordering materials submitted by you and conditions assent solely based on these Terms and conditions of these Terms as offered by GrantMatch. Except as explicitly permitted in these Terms, no modification or amendment of these Terms shall be effective unless it is in writing and signed by an authorized agent of the party against whom the modification or amendment is being asserted. In the event of an inconsistency or conflict, the order of precedence in descending order of control is as follows: (a) the Subscription Plan; (b) any attachments or appendix(ices) to the Service Schedule(s); (c) the Service Schedule; and (d) these Terms.

Governing Law & Venue

These Terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of the Province of Ontario, Canada, without reference to any conflict of law rules to the contrary.

Waiver

 The waiver by either you or GrantMatch of any breach of any provision of these Terms does not waive any other breach. The failure of any party to these Terms to insist on strict performance of any covenant or obligation in accordance with these Terms will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a GrantMatch of these Terms.

Severability

If any part of these Terms is found to be illegal, unenforceable, or invalid, the remaining portions of these Terms will remain in full force and effect. If any material limitation or restriction on the grant of any license to you under these Terms is found to be illegal, unenforceable, or invalid, the license will immediately terminate.

Modification of this Agreement

GrantMatch reserves the right, at our discretion, to change, modify, add, or remove portions of the Terms (including GrantMatch’s Privacy Policy) at any time. Please check these Terms and our Privacy Policy periodically for changes. Your continued use of the Site after the posting of changes constitutes your binding acceptance of such changes. For any material changes to these Terms, such amended terms will automatically be effective ten (10) days after they are initially posted on the Site.

Claims

• be obscene, fraudulent, defamatory, libelous, indecent, discourteous, racially or ethnically offensive, harassing, threatening, abusive, pornographic or discriminatory;

• affect us adversely or reflect negatively on us, the Site, our goodwill, name or reputation or cause duress, distress, or discomfort to us or anyone else, or discourage any person, firm, or enterprise from using all or any portion, features, or functions of the Site, or from advertising, linking, or becoming a supplier to us in connection with the Site;

• send or result in the transmission of junk e-mail, chain letters, duplicative or unsolicited messages, or so-called “spamming” and “phishing”;

• transmit, distribute, or upload content or programs that contain any viruses, Trojan horses, worms or other disabling devices or harmful components intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any Site, data or personal information;

• modify, disrupt, impair, alter, or interfere with the use, features, functions, operation, or maintenance of the Site or the rights or use and enjoyment of the Site by any other user;

• advocate or encourage any illegal activity;

• infringe upon or misappropriate the copyright, patent, trademark, trade secret, publicity rights or other intellectual property or proprietary rights of ours or any third party;

• violate the privacy of any individual, including users of the Site; or

• violate any applicable local, provincial, state or national laws or regulations (anywhere in the world).