TERMS AND CONDITIONS
This FundVantage web site (“Website”) may provide data and other information including, without limitation, articles, publications, videos, products, graphics, video, sound, images, icons, software, pictures and other materials (“Content”) on funding and fund-raising information as well as other services such as funding application preparation, and strategic planning for fund-raising (“Services”). The Website (together with its Content and Services) is provided to you subject to your agreement to be bound by these terms and conditions of use (“Terms and Conditions”). BY ACCESSING OR USING THE WEBSITE OR THE CONTENT AND SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH ONE OR MORE OF THESE TERMS AND CONDITIONS, DO NOT ACCESS OR USE ANY PORTION OF THE WEBSITE, THE CONTENT, OR SERVICES. The Terms and Conditions, Content, and Services of this Website may change at any time without notice. You should visit this page periodically to review the Terms and Conditions, because they are binding on you. The terms “You”, “you”, “user and “User” as used herein refer to all individuals and/or entities accessing this Website, its Content, and Services for any reason.
License
Adi ROISolutions Corporation (“Company”) hereby grants you a limited, revocable, non-exclusive, non-transferable license to use this Website, including the Content and Services. Based on your subscription and edition, you may also be able to use non-public portions of this Website as identified below.
A. Enterprise Subscriptions
1. Academic Edition
Eligible Organizations: Government-approved public and private post-secondary educational institutions
Licensed Use: For use by all current administrators, faculty, staff, and students in accordance with the organization’s stated academic mission
2. Library Edition
Eligible Organizations: All public, non-academic libraries
Licensed Use: For use by all employees, volunteers, and patrons in good standing
3. School Edition
Eligible Organizations: Approved private and public K-12 education schools
Licensed Use: For use by current administrators, teachers, staff, and students in accordance with the organization’s stated educational mission
4. Government Edition
Eligible Organizations: All three levels of government, excluding organizations already covered under other Enterprise Editions
Licensed Use: For non-commercial use by elected representatives and employees
5. Non-Profit Edition
Eligible Organizations: For non-profit organizations approved by the Canada Revenue Agency. Excludes organizations already covered under other Enterprise Editions.
Licensed Use: For use by current employees and volunteers in accordance with the organization’s stated non-profit mission
B. Individual Subscriptions
1. Professional Edition
Eligible Individuals: Specified individual subscribers
Licensed Use: For internal use only by the specified individual in connection with their professional responsibilities
2. Funders Edition:
Eligible Users: Managers and administrators at funding organizations who are responsible for at least one funding program meant for an external audience
Licensed Use: For internal use only by the identified individual in connection with their professional responsibilities
Payment
Except for a limited trial period (if it has been offered by the Company), You agree and understand that you will pay the designated subscription fees, set-up charges, and other fees as may be applicable, and all sales taxes, in a timely manner, for a license to use the non-public portions of this Website, Content, and Services.
In lieu of monetary payment, the Users approved by the Company under the Funder’s Edition commit that they will (a) provide complete and accurate updates about their funding program, within 3 business days of such updates (b) provide historical information such as funding statistics, funded application information, and competition statistics within two weeks of that becoming publicly available, and (c) Respond within one week to queries from FundVantage’s Users about their program, for a license to use the non-public portions of this Website, Content, and Services.
Permitted Use
You agree that you are only authorized to access and view the Website and the Content and make use of the Services solely for your own use and benefit and not for the benefit of any other person or entity other than your subscribing organization, if applicable. You further agree that it is only where permission is specifically and expressly accorded on the Website pages or items comprising the Content or Services that you may retain a single copy of those pages of the Website or items comprising the Content or Services for your own use, provided that you maintain all copyright and all other notices contained therein and that you do not modify all or any portion of those pages or items. You are permitted to retain a copy of the Website Terms and Conditions.
Ownership of Intellectual Property
The FundVantage™ trademark and this Website are solely owned by Adi Labs Incorporated (“Licensor”) and are used under an exclusive license by the Company with sub-licensing rights. Certain software components used on this Website have been licensed from other entities and shall remain the property of their respective owners. All rights, title to, and ownership interest in the Website, Content, and Services including all intellectual property rights shall remain vested in the Company. All other intellectual property not owned by the Company or its Licensor are the property of their respective owners.
Electronic Communications
By accessing this Website or sending electronic mail to the Company you are communicating with the Company electronically. By doing so, You agree to receive communications from the Company electronically. The Company will communicate with you by electronic mail at the electronic mail address provided by You or posting notices on this Website or any other web site that may be generally designated in advance for such purpose. You consent to receiving electronically all agreements, notices, disclosures and other communications that the Company provides to you.
Acceptable Use
General Rules: Users may not use this Website, Content or Services in order to transmit, distribute, store or destroy material (a) in violation of any applicable law or regulation, (b) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others, or (c) that is defamatory, obscene, threatening, abusive or hateful.
Security Rules: Users may not violate or attempt to violate the security of this Website, Content, or Services including, without limiting the generality of the foregoing on, (a) accessing data not intended for such User or logging into a server or account which the User is not authorized to access, (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization, (c) attempting to interfere with service to any User, host or network, including, without limitation, via means of submitting a virus, overloading, "flooding", "spamming", "mail bombing" or "crashing", (d) sending unsolicited e-mail, including promotions and/or advertising of products or services, (e) engaging in cross-site scripting, or (f) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting. Violations of system or network security may result in civil or criminal liability. The Company may investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations.
Prohibited Uses
Individuals and organizations may only use this Website, its Content, or Services for lawful purposes. The Company prohibits any use of this Website, its Content, and Services, and You agree not to use this Website, its Content, or Services, as follows without limiting the generality of the foregoing:
a) Posting any incomplete, false or inaccurate, untimely, stale, or misleading information
b) Creating or using a false identity on this Website.
c) Posting any franchise, pyramid scheme, "club membership", distributorship or sales representative agency arrangement or other business opportunity which requires an upfront or periodic payment, pays commissions only (no significant salary) or requires recruitment of others including, but not limited to, members, sub-distributors or sub-agents.
d) Contacting funders or fund seekers for anything other than funding opportunities.
e) Posting any funding opportunity or requirements that are inaccurate or not available.
f) Deleting or revising any material posted by any other person or entity.
g) Using any device, software or routine to interfere or attempt to interfere with the proper working of this Website or any activity being conducted on this Website.
h) Taking any action that imposes an unreasonable or disproportionately large load on this Website's infrastructure.
i) If You have a password allowing access to a non-public area of this Website, disclosing to or sharing your password with any third parties or using your password for any unauthorized purpose.
j) Notwithstanding anything to the contrary contained herein, using or attempting to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search this Website other than the search engine and search agents available on this Website and other than the web browsers identified in the Company’s System Requirements
k) Attempting to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of this Website.
l) Attempting to obtain unauthorized access to this website or portions of this Website that are restricted from general access.
m) Aggregating, copying or duplicating in any manner any of the materials or information available from this Website.
n) Downloading more than 50 program records per instance, unless an exception has been made otherwise by the Company
o) Downloading more than 500 program records per user account in a lifetime, unless an exception has been made otherwise by the Company
p) Framing of or linking to any of the materials or information available from this Website without prior written permission from the Company.
q) Resale, even in a partial or modified form.
LIMITATION OF LIABILITY
IN NO EVENT SHALL THE LICENSOR, THE COMPANY, OR ITS SUPPLIERS, OR ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY WHATSOEVER, FOR DAMAGES OF ANY KIND INCLUDING, WITHOUT LIMITATIONS, DIRECT, SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, BUSINESS LOSSES, LOST SAVINGS, LOST DATA, LOSS OF USE, LOST PROFITS, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES ARISING FROM OR RELATING TO YOUR USE, RELIANCE UPON OR INABILITY TO USE THE WEBSITE, THE CONTENT AND/OR THE SERVICES, WHETHER OR NOT THE COMPANY OR ITS SUPPLIERS ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND/OR IF YOU TRANSFER CONFIDENTIAL OR SENSITIVE INFORMATION TO THE LICENSOR OR THE COMPANY, OR IF THE COMPANY COMMUNICATES SUCH INFORMATION TO YOU AT YOUR REQUEST OVER THE INTERNET.
ACCESS TO NON-PUBLIC PARTS OF THIS WEBSITE, CONTENT AND SERVICES DEPENDS ON THE TIMELY PAYMENT OF SUBSCRIPTION FEES. THE LICENSOR, THE COMPANY OR ITS SUPPLIERS ARE NOT LIABLE FOR LOSS OF DATA DUE TO DELAY IN RENEWAL OR NON-RENEWAL OF THE SUBSCRIPTION.
No Warranties
THE COMPANY DOES NOT WARRANT THAT THIS WEBSITE, CONTENT, OR SERVICES WILL OPERATE ERROR-FREE OR THAT THIS WEBSITE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THIS WEBSITE OR THE MATERIAL RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, THE COMPANY IS NOT RESPONSIBLE FOR THOSE COSTS.
THIS WEBSITE AND MATERIAL ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE COMPANY TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, QUALITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE COMPANY MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE MATERIAL, SERVICES, SOFTWARE, TEXT, GRAPHICS, AND LINKS.
Grant of Access and Use
You are hereby granted a limited right to access and to use the Website, Content, and Services for the lawful purpose set out in these Terms and Conditions. For greater certainty, except as expressly set out in herein, the Company grants you a limited non-exclusive, non-transferable right to create non-transferable passwords to access its non-public Content and Services. You agree to use a secure and standard web browser as identified in the Company’s System Requirements to access the Website, its Content and Services.
System Requirements
You acknowledge that there are certain system requirements in order to use the Website, Content, or Services. You are financially and technically responsible for ensuring that the current system requirements as separately detailed by the Company are met.
Indemnification
You agree that your use of the Website, the Content or the Services shall not be made the basis for any claim, suit, demand or cause of action or other proceeding against the Licensor, the Company and/or its suppliers. You agree, at your own expense, to indemnify and hold the Licensor, the Company and its suppliers, and its and their respective directors, officers, employees, representatives, agents and licensors harmless against any claim, suit, demand, action or other proceeding brought against any of them by a third party as a result of your breach of these Terms and Conditions.
Links to Other Sites
The Website, its Content, and/or its Services contain links to third party websites that are provided solely as a convenience to you and not as an endorsement by either the Company or its suppliers. Neither the Company nor its suppliers are not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third party web sites. If you decide to access linked third party web sites, you do so at your own risk.
Proprietary Rights
By posting messages, uploading files, inputting data, or engaging in any form of communication on our system (‘User Contributed Content”), you are hereby granting to the Company and other Users an unrestricted, royalty-free, non-exclusive, irrevocable, perpetual and worldwide license to use, copy, modify, adapt , transmit, distribute, publicly perform or display such User Contributed Content for any purpose or document in any form any communications, information or any underlying work in which you may possess proprietary rights, including but not limited to copyright rights. All Users of the system are agree to disclaim and waive all copyright ownership rights, including in their messages or files, notices and any and all confidentiality rights in and to the User Contributed Content.
User-Contributed Content
You agree and understand that the Company does not assume any ownership of, or liability for opinions or statements posted in any portion of the Website (including but not limited to the Comments, Notices, and Announcements sections) by its Users. Opinions expressed represent the views of their respective authors only. All user-contributed Content must be civil and respectful, and not contain anything that could be considered false or defamatory. The Company reserves the right at its sole discretion to edit or delete any Content it deems offensive, and suspend or terminate your access to the Website, its Content, and Services.
Force Majeure
In no event shall the Company, or its suppliers, or its or their respective directors, officers, employees or agents shall be responsible for any failure to perform or delay in performance in whole or in part of an obligation under these Terms and Conditions caused by:
(1) an act of God;
(2) war, riot, insurrection, terrorism, vandalism or sabotage;
(3) strike, lockout, ban, limitation of work or other industrial disturbance; or
(4) law, rule or regulation of any government or governmental agency and executive or administrative order or act of general or particular application.
Dispute Resolution
In the event a controversy, claim or dispute (“dispute”) arising out of or relating to these Terms and Conditions arises between the parties, either party may request by notice to the other party that the dispute be escalated to the parties’ respective senior management personnel. Upon request, each party’s respective senior management personnel will conference by telephone or in person with the other party’s senior management personnel within a reasonable period of time not to exceed fifteen (15) calendar days of such notice to determine if the dispute may be resolved. If such senior management personnel are unable to resolve the dispute within thirty (30) calendar days of such meeting, either party shall resort to dispute resolution procedures allowable under these Terms and Conditions in the following order: a) Mediation; and b) Final and binding Arbitration.
Meditation
Each party shall within ten (10) days of written notice of the dispute name a mediator. If they are unable to agree upon the selection of a mediator shall be selected at random from the local court house’s list of accredited mediators.
The mediation shall take place in Regina, Saskatchewan, which shall be the seat of the proceedings. The language to be used in the mediation shall be English.
Each party shall each pay one half of the fees and charges of the mediation.
Arbitration
Any dispute, controversy or claim arising out of or relating to these Terms and Conditions is, or the breach, termination or invalidity thereof, that is not resolved by mediation, shall be settled by final binding arbitration in accordance with the UNCITRAL Arbitration Rules in effect on the date of these Terms and Conditions. The appointing authority shall be the Canadian Arbitration Association. The case shall be administered by the Canadian Arbitration Association in accordance with its Rules. The number of arbitrators shall be one. The place of arbitration shall be Regina, Saskatchewan. The language to be used in the arbitral proceedings shall be English. The award rendered by the arbitrator may be entered as a judgment by any court having jurisdiction thereof. All notices by one party to the other in connection with the arbitration shall be made in the manner set forth in these Terms and Conditions.
Termination
The Company may at its sole and absolute discretion cancel or terminate your right to use all of any part of this Website, Content, and Services at any time, without notice or liability to You or any other person. In the event of termination, these Terms and Conditions shall continue to apply and be binding upon You with respect of your prior use of the Website and of the Content and of the Services. You will be refunded the remainder of any subscription fees already paid but not used.
If You are accessing the Website, its Content, or Services through an Enterprise Subscription, you may cancel it at any time. You will be refunded the remainder of any subscription fees already paid but not used.
Professional Edition Individual Subscriptions are for a minimum term of 1 year. The subscription fees are not refunded in case the User chooses to cancel subscription prior to the completion of the term.
Governing Law and Jurisdiction
All matters relating to your access to or use of the Website or the Content or the Services shall be governed by the laws of the Province of Saskatchewan and the laws of Canada, notwithstanding conflict of laws principles. You agree and hereby submit to the non-exclusive jurisdiction of the courts of the Province of Saskatchewan with respect to all matters relating to your access to and use of the Website.
Waiver/Severance
The Company’s failure to require or enforce the performance of any provision of these Terms and Conditions shall not be construed as a waiver of any provision or right. Each provision of the Terms and Conditions is severable from the other Terms and Conditions and if any of the provisions contained in these Terms and Conditions are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, the other Terms and Conditions will continue to have full force and effect.
