Terms and Conditions

1. Scope and order of precedence

These Terms apply to the ProtoGrants Microsoft Marketplace package, the public website at protogrants.ca, demonstration environments, evaluation materials and related documentation made available by Two Rivers Digital.

Your acquisition and use of Microsoft products and Microsoft Marketplace are also subject to the applicable agreement between you and Microsoft. If Microsoft presents a marketplace contract for the ProtoGrants offer, that contract governs the marketplace transaction. A separate written agreement signed by Two Rivers Digital and the Customer governs professional services, production commitments, service levels and any matter that expressly conflicts with these Terms.

2. Definitions

Customer Data means information, records, files or other content entered, stored or processed by a Customer in its Microsoft environment.

Documentation means the user, technical and support materials supplied by Two Rivers Digital for ProtoGrants.

Evaluation Materials means the public website, demonstrations, screenshots, sample records, sample workflows and other materials provided for information, testing or evaluation.

ProtoGrants means the managed Microsoft Dataverse solution and related Documentation published by Two Rivers Digital.

3. Licence grant

Subject to these Terms, the applicable Microsoft Marketplace terms and payment of any separately agreed fees, Two Rivers Digital grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable licence to install, configure and use ProtoGrants for the Customer's lawful internal business purposes in Microsoft Power Platform environments that the Customer is authorized to use.

The Customer may configure ProtoGrants for its own programs and internal processes. No ownership right is transferred. All rights not expressly granted are reserved by Two Rivers Digital and its licensors.

4. Restrictions

Except where applicable law expressly prohibits a restriction, the Customer must not:

• sell, resell, sublicense, rent, lease, distribute or commercially make ProtoGrants available to a third party;
• copy or redistribute the package except for reasonable internal backup, deployment and disaster-recovery purposes;
• reverse engineer, decompile, disassemble or attempt to derive source code, trade secrets or non-public design information from ProtoGrants;
• remove or alter proprietary, copyright or attribution notices;
• use ProtoGrants unlawfully, to infringe another person's rights, or to introduce malicious code or interfere with a system; or
• represent that Two Rivers Digital makes or approves the Customer's eligibility, award, rejection, payment or other program decisions.

5. Customer responsibilities

The Customer is solely responsible for its programs, policies, notices, records and decisions and for its use and configuration of ProtoGrants. Without limiting that responsibility, the Customer must:

• obtain and maintain all required Microsoft licences, environments, subscriptions and third-party services;
• administer identities, security roles, permissions, authentication, backups, retention and deletion;
• comply with applicable privacy, accessibility, records-management, procurement, financial-administration and program laws and policies;
• validate its configuration, integrations, workflows and controls before production use;
• maintain qualified human oversight of eligibility, review, award, rejection and payment decisions; and
• ensure that its users comply with these Terms.

The Customer retains control of Customer Data in its own Microsoft environment. The Customer is responsible for the lawfulness, accuracy, quality and integrity of that data and for responding to requests concerning it.

6. Demonstrations, triage and payments

Evaluation Materials are provided only for information and evaluation. They do not operate a government program, establish eligibility, create an entitlement to funding or constitute legal, financial, procurement or program advice. A demonstration must contain fictional or deidentified information only.

Triage scores, queue assignments and ready-for-payment records included in the evaluation package are stored demonstration data. The package does not invoke an artificial-intelligence service or agent, make an automated eligibility, award, payment or rejection decision, or transmit or execute a payment.

Before production use, the Customer must independently approve, connect, configure, secure, test, monitor and validate any agent, automation, payment service or external integration that it chooses to use, including human-oversight, exception-handling and audit controls.

7. Microsoft and third-party services

ProtoGrants depends on Microsoft products and services that are supplied and controlled by Microsoft, not Two Rivers Digital. Microsoft and other third-party products, availability, regions, features, licensing, security and service levels are governed by the applicable third-party terms.

Two Rivers Digital is not responsible for a third-party service, a change made by its provider, or a failure caused by the Customer's tenant, configuration, licence, connector, integration or external service.

8. Intellectual property and feedback

ProtoGrants, the Documentation, Evaluation Materials and all related intellectual-property rights are owned by Two Rivers Digital or its licensors. Customer Data remains the property of the Customer or its applicable owner.

If the Customer voluntarily provides a suggestion or other feedback about ProtoGrants, the Customer grants Two Rivers Digital a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate that feedback without restriction or obligation, provided that Two Rivers Digital does not identify the Customer publicly without permission.

9. Privacy and confidentiality

The ProtoGrants Privacy Policy explains how Two Rivers Digital handles personal information. The installed ProtoGrants application does not transmit Customer Data to Two Rivers Digital.

Confidentiality obligations relating to implementation, support or another professional service are governed by the applicable written agreement. A Customer must not provide confidential information to a public demonstration.

10. Support, updates and professional services

Two Rivers Digital may correct, update, modify or discontinue Evaluation Materials at any time. Product support, maintenance, implementation, training, service levels, warranties and other production commitments apply only when expressly stated in a separate written agreement.

Nothing in these Terms requires Two Rivers Digital to develop a feature, maintain compatibility with a third-party change or provide professional services without a separate written commitment.

11. Disclaimers

To the maximum extent permitted by applicable law, the website, Evaluation Materials and any ProtoGrants package supplied without a separate written warranty are provided "as is" and "as available", with all faults and without representations, conditions or warranties of any kind, whether express, implied, statutory or collateral.

To the maximum extent permitted by applicable law, Two Rivers Digital disclaims implied warranties and conditions of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, uninterrupted availability and error-free operation. Two Rivers Digital does not warrant that ProtoGrants will satisfy the Customer's legal, regulatory, program or business requirements.

12. Limitation of liability

To the maximum extent permitted by applicable law, Two Rivers Digital and its directors, officers, employees, contractors and licensors will not be liable for any indirect, incidental, special, exemplary, punitive or consequential loss, or for loss of revenue, profit, opportunity, goodwill, data or anticipated savings, arising from or relating to the website, Evaluation Materials, ProtoGrants or these Terms, even if advised that such loss was possible.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited. Liability arising from professional services or a separately purchased production commitment is governed by the applicable written agreement.

13. Suspension and termination

The Customer may stop using ProtoGrants at any time. Two Rivers Digital may suspend or terminate the licence granted under these Terms if the Customer materially breaches these Terms and does not cure the breach within a reasonable period after notice, or immediately where continued use is unlawful or creates a material security risk.

On termination, the Customer must cease using and distributing ProtoGrants and delete copies under its control, except for copies retained solely where required by law. Sections that by their nature should survive termination will survive, including restrictions, intellectual property, disclaimers, limitations of liability and general provisions.

14. Governing law and general provisions

These Terms are governed by the laws of Manitoba and the federal laws of Canada applicable in Manitoba, without regard to conflict-of-law rules. Subject to any mandatory law, the courts located in Winnipeg, Manitoba have exclusive jurisdiction over a dispute arising from these Terms.

If a provision is held invalid or unenforceable, it will be limited or severed to the minimum extent necessary and the remaining provisions will continue in effect. A failure to enforce a provision is not a waiver. The Customer may not assign these Terms without the prior written consent of Two Rivers Digital. Two Rivers Digital may assign these Terms in connection with a merger, reorganization or transfer of the relevant business or assets.

These Terms, the applicable Microsoft Marketplace terms and any separate written agreement constitute the entire agreement concerning their respective subject matter and replace prior or contemporaneous statements concerning that subject matter.

15. Changes and notices

Two Rivers Digital may amend these Terms by posting a revised version with a new effective date. A material change will apply prospectively. Changes affecting a separately contracted service take effect only as permitted by the applicable agreement.

Questions and legal notices concerning these Terms should be sent to: