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
The additional terms for Electronic Signature and Messenger Feature form part of these Terms.
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.
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.
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.
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.
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.
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:
In addition, Users shall not, and shall not permit others to, do the following with respect to the Services:
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.
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.
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.
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).
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.
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.
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.
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.
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 email@example.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.
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.
This Mandatory Arbitration, Waiver of Class Actions section shall survive any termination of your use of the Site.
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.
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.
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