Master License Agreement

Master License Agreement

(Amended version agreed to by MDH in August 2019)

Master License Agreement – Government Customer

This is a legal agreement between your organization (“Licensee,” “You,” “Your” and similar derivatives), and GrantVantage, Inc., a Virginia Corporation (“GrantVantage”).  The GrantVantage business solution (the “Software”), built on Microsoft® Dynamics 365 platform and hosted online at Microsoft® Azure, is licensed by GrantVantage for use only on the terms set forth in this Master License Agreement (the “Agreement”).

In addition to this Agreement, each end user covered by your license will also be required to agree to the terms of the End User License Agreement (the “EULA”, available at http://www.GrantVantage.com/legal/eula/), the GrantVantage Privacy Policy (the “Privacy Policy”, available at http://www.GrantVantage.com/legal/privacy) and the GrantVantage Service Level Agreement (the “SLA”, available at http://www.GrantVantage.com/legal/sla), each of which is incorporated herein by reference.  In the event of any ambiguity between the terms of this Agreement, the EULA, the Privacy Policy or the SLA, the terms of this Agreement shall prevail.

This Agreement may be modified from time to time by GrantVantage with thirty (30) days prior notice and prior written approval by the State of Maryland.

By SIGNING THIS AGREEMENT AND ACCESSING THE GrantVantage Software you accept the terms of this agreement and the agreements incorporated herein by refernce on behalf of your organization.  If you do not agree with those terms, immediately cease using the grantvantage software.

  1. GRANT OF LICENSE AND LICENSE FEES.
    1. The Software is licensed, and not sold.
    2. Annual License.  In the event that you do not terminate your use of the Software and request cancellation of your license to GrantVantage by email to support@GrantVantage.com this license shall automatically extend for a period of one (1) year, and you shall pay a license fee of $276,570 for the initial one (1) year license period.
    3. Further Annual Renewals.  In the event that you do not provide at least thirty (30) days advance notice to GrantVantage by email to support@GrantVantage.com of your intention not to renew your license, at the end of each Annual License period, the Annual License shall renew for an additional one (1) year period at the then prevailing license rate.
    4. Termination by GrantVantage.  This Agreement may be terminated by

GrantVantage at any time with sixty (60) days advance notice to you.  In the event of any termination by GrantVantage during an Annual License period for which you have already paid a license fee, you will receive a pro-rated refund of the license fees attributable to any period of time after the effective date of the GrantVantage termination, up through the end of the paid-up Annual License term.

  1. Term.  The Term of this Agreement commences with the beginning of the Annual License and continues until the termination of this Agreement by you or by GrantVantage.
  2. Non-Payment of License Fees by You.  In the event that payment is not received in full at the beginning of the Annual License or any renewal thereof, GrantVantage may, at its option, do any or all of the following: (i) assess a late fee of five percent (5%) and further asses interest at a rate of one percent (1%) per month or partial month on the past due balance; (ii) temporarily suspend or restrict your access to the Software until such time as full payment is received by GrantVantage, in which case no abatement or reduction of your license fees shall be made for the time in which services are suspended or restricted; or (iii) terminate this Agreement without further notice to you.  In addition, you shall be liable for the costs incurred by GrantVantage for collection, including, but not limited to court costs, private investigative and collections agency expenses, and attorneys’ fees.
  3. GOVERNMENT LICENSEE.  The Software is Commercial Computer Software under U. S. Federal Government Acquisition Regulations and agency supplements to them. The Software is provided to the State Government and its agencies only under the Restricted Rights Provision of the Federal Acquisition Regulations applicable to commercial computer software developed at private expense and not in the public domain. Government licensees are granted only those rights as are granted to all other end users pursuant to the terms and conditions herein. The use, duplication, or disclosure of the Software by the Government is subject to restrictions as set forth in subdivision (c)(ii) of the Rights in Technical Data and Computer Software clause at 252.227 7013.
  4. Software Upgrades.  Regular updates and maintenance patches will be applied to your Software on a regular basis by GrantVantage staff as part of this Agreement.  When Microsoft releases “Major Upgrades” (an upgrade where the version number increases by at least one integer, example Microsoft Dynamics CRM 3.0 to Microsoft Dynamics CRM 4.0), corresponding upgrades to the Software are included in the license fees under this Agreement.  However, if required, services to perform “Major Upgrades” are not included in this Agreement.  If and when Microsoft releases a “Major Upgrade,” GrantVantage will contact you and inform you of upgrade services options, costs and ramifications, if any upgrade services are needed and desired, GrantVantage will provide a Proposed Statement of Work for your approval before services are provided.
  5. ACCESS TO MICROSOFT DYNAMICS ENVIRONMENT.  You agree that, at all times during the Term of this Agreement, you will provide a Microsoft Dynamic 365 Customer Engagement Plan (CEP) with sufficient licenses for all of the users in your organization.
  6. You acknowledge and agree that the CEP license is not provided by GrantVantage, and that it is a prerequisite for the use of the GrantVantage system.   You further agree to provide credentials to GrantVantage to allow GrantVantage access at all times to your Microsoft Dynamics 365 platform to monitor compliance with this Agreement, monitor usage of the Software, and to provide support and upgrades to the Software.  If you do not provide access to your Microsoft Dynamics 365 platform to GrantVantage, or if such access is disabled and not restored within five (5) days request by GrantVantage, then GrantVantage may: (i) temporarily suspend or restrict your access to the Software until such time as GrantVantage’s access to your Microsoft Dynamics 365 platform is restored, in which case no abatement or reduction of your license fees shall be made for the time in which services are suspended or restricted; or (iii) terminate this Agreement with ninety (90) days prior written notice  to you.
  7. Secure Sockets Layer (SSL) Certificates. In some cases, you will be required to purchase a Secure Sockets Layer (SSL) Security Certificate if you do not already own one.  You shall be responsible for all costs associated with obtaining the SSL Certificate and shall be responsible for providing GrantVantage with the SSL Certificate and associate private key.  You shall also be responsible for providing updated SSL Certificates, as needed, to keep the SSL Certificate validity current.