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Terms and Conditions

My Fund Partner TM PERSONAL QUEST SOFTWARE LICENSE AND SERVICES AGREEMENT BETWEEN:


My Fund Partner Inc.
carrying on business as
My Fund Partner

25 Smith Street
Welland, ON, Canada L3C 4G1
Tel no. 905-321-6123

("MFP")

- AND -

(the "Customer")

WHEREAS MFP is the owner of MY FUND PARTNER TM software and is in the business of providing MY FUND PARTNER TM software (and related services) for licensed use by individuals or organisations with not-for-profit or charitable objectives;

WHEREAS the Customer wishes to use, and MFP wishes to provide Software and Services to facilitate the Customer’s not-for-profit or charitable cause or event;   

WHEREAS the Customer contracts for and MFP agrees to provide, on the terms and conditions set forth in this Agreement, the Software and Services referred to in the following PARTS and any Schedule(s):

PART 1: General Terms and Conditions
PART 2: Software License
PART 3: Website Hosting Services
PART 4: Support Services
Schedule "A";


THEREFORE the parties agree as follows:

PART 1

GENERAL TERMS AND CONDITIONS APPLICABLE TO ALL PARTS

 

1.1 DEFINITIONS

The following terms shall have the following meanings when used in this Agreement and such definitions shall apply to both singular and plural forms of any such terms:

"Agreement" means this agreement and includes all PARTS and any Schedule(s) between MFP and the Customer.

“Approved Event or Cause” Shall mean the event or cause identified in Schedule A to this Agreement.

Approved Organization”  means the not-for-profit or charitable organization identified in Schedule A to this Agreement.

"Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday, except where any such day occurs either on any statutory holiday observed in the Province of Ontario or on any federal holiday observed in Canada.

"MFP Website" means the website owned and operated by MFP www.MyFundPartner.com.

"Customer Website" means the website operated by the Customer and hosted by MFP in accordance with PART 3.

"Online Registration Fee" means the charge listed on Schedule "A" which is to be paid by the Customer in order to use the optional online registration function of the Software.

“Personal Quest” means the approved not-for-profit or charitable event or objective referred to in Schedule A for which the Software and Services under this Agreement are being provided.

"Schedule" means any attached Schedule(s) and any additional Schedule(s) that may be incorporated into this Agreement by MFP and the Customer from time to time.

"Services" means, as the context may require or indicate, Support Services, and/or Website Hosting Services.

"Software" means the My Fund Partner TM computer software programs proprietary to MFP and includes the executable software, associated support data files, and all related materials, whether printed, electronic, or in any other form, and any updates or modifications of the foregoing as may be furnished to the Customer by MFP from time to time.

"Software and Services Fee" means the fee payable by the Customer for the Software License, Support Services, and Website Hosting Services.

"Software License" means the non-exclusive, non-transferable, non-assignable license, without right to sub-license, to use the Software which is granted to the Customer by MFP under PART 2.

"Software Set-up Date" means the date when the Customer Website is functional.

"Software Set-up Fee" means the one-time setup charge listed on Schedule "A" which is to be paid by the Customer in order to use the Software and obtain the Services.

"Support Period" means the period for which Support Services are purchased under PART 4.

"Support Services" means the support services provided by MFP under PART 4.

“Termination Date” means the date identified in Schedule A to this Agreement as the date on which the Agreement will terminate.

"Website Hosting Period" means the period for which Website Hosting Services are provided under PART 3.

"Website Hosting Services" means the online hosting services provided by MFP under PART 3.

1.2 MAKE-UP OF AGREEMENT

(a)        Complete Agreement

The complete agreement between MFP and the Customer with respect to the provision of the Software and Services shall consist of the above-mentioned "PARTS" which incorporate the provisions of any Schedules to this Agreement.

(c)        Entire Agreement and Conflicts

This PART 1, all other PARTS, and any Schedules together form the entire agreement and understanding between MFP and the Customer regarding the subject matter of this Agreement and supersede all previous agreements and understandings between MFP and the Customer regarding the subject matter of this Agreement. The Customer acknowledges that it is not relying on any representation, warranty, inducement, promise, or other assurance (whether express, implied, oral, written, statutory, or otherwise) which may have been made previously by MFP or by anyone else concerning the subject matter of this Agreement, unless it is specifically referred to in this Agreement. This PART 1, including Section 1.8--Warranties and Section 1.9--Limitation of Liability, applies to all the PARTS and any Schedules to this Agreement. If there is a conflict between any of the PARTS or between the PARTS and any Schedules, the conflict shall be resolved in favour of PART 1 of this Agreement.

1.3 TERM

This Agreement is effective from the date of acceptance by MFP and the Customer, as evidenced by their execution of this Agreement and the payment by the Customer of the Software Set-up Fee, and shall continue in force until the Termination Date, or until termination of this Agreement in accordance with Section 1.15 or any termination provision contained in any applicable PART. Unless otherwise terminated, each of the PARTS shall expire according to their respective terms. PART 1 shall remain in force until the expiry or termination of all other PARTS.

1.4 SCOPE

This Agreement governs, in addition to the Software and Services referred to in any PART and any Schedule, all other products and services provided by MFP to the Customer in furtherance of, but not specifically identified in, any PART of, or Schedule to, this Agreement.

1.5 CHARGES AND PAYMENTS

(a) The charges and payment schedule for the Software and Services, initially to be provided by MFP, are set out in Schedule "A". The Software Set-up Fee is to be paid at the time of execution of this Agreement and is not refundable for any reason whatsoever.

(b) If the Customer fails to pay an amount that the Customer is required to pay under this Agreement, the Customer shall pay to MFP, on demand, interest upon the amount at the rate of prime plus 4% per annum, calculated and payable monthly on the last day of each month, with interest on overdue interest at the same rate until paid. The prime rate of interest shall be based on the rate published by the Bank of Canada on the date on which the amount in question is calculated and payable.

(c) The Customer agrees to pay any taxes it would be responsible for as resulting from this Agreement.

(d) Unless otherwise indicated in this Agreement, all amounts in this Agreement are stated and are payable:

(i) in lawful money of Canada if the Customer's address on the first page of this Agreement is in Canada; and

(ii) in lawful money of the United States if the Customer's address on the first page of this Agreement is outside Canada.

1.6 OWNERSHIP OF THE SOFTWARE AND IMPROVEMENTS

If at any time during this Agreement, MFP, at the request of or on behalf of the Customer, modifies, improves, or enhances the Software or creates derivative works of the Software, the Customer acknowledges and agrees that all rights, title, and interest including all intellectual property rights in the modifications, enhancements, improvements, or derivative works shall vest in and become the exclusive property of MFP.

1.7 INTELLECTUAL PROPERTY

(a) The Customer acknowledges that the Software is proprietary to MFP and protected by copyright, patent, trade-mark, industrial design, confidentiality, trade secret, and/or other intellectual property law. All proprietary notices incorporated in, marked on, or associated with the Software by MFP shall be duplicated by the Customer on all copies, including partial copies, of the Software and shall not be altered, removed, or obliterated. The obligation to include such notices is a material obligation under this Agreement. A copyright notice on Software does not, by itself, constitute evidence of publication or public disclosure.

(b) The only right which the Customer obtains to the Software is the right of use in accordance with the terms of PART 2-- Software License. No other right or license whatsoever, express or implied, is granted to the Customer under any patent, patent application, copyright, trademark, or other intellectual property owned or controlled by MFP. The Customer agrees not to file any patent, trade-mark, copyright, or other intellectual property applications whatsoever in any jurisdictions related to the Software or Services.

(c) The Customer shall not use any name, logo, trademark, design, mark, or other distinguishing feature of MFP in any manner (including, without limitation, in any advertising or promotional material on the Customer Website) without the prior written authorization of MFP.

(d) This Section 1.7 shall survive the termination of this Agreement.

1.8 WARRANTIES

(a) MFP warrants that for the Software will perform substantially in accordance with the parameters published by MFP, on the condition that:

(i) the Software is properly used by the Customer in accordance with the instructions and specifications provided by MFP;

(ii) the Customer notifies MFP in writing of the programming errors and describes with specificity the nature of the suspected errors and the circumstances in which they occur;

(iii) MFP, using reasonable efforts, is able to replicate and confirm the existence of the programming errors; and

(iv) the Software has not been modified by the Customer or any third party.

(b) Provided the Customer has met the other terms and conditions of this Agreement, MFP agrees to use reasonable efforts to correct all substantive errors in the unmodified Software which materially affect the Customer's operations and which are reported in writing by the Customer, and the Customer shall be entitled to all corrections to the unmodified Software at no additional charge to the Customer.

(c)  MFP warrants that it will perform the Services outlined in Schedule A to this Agreement and, in particular, that it will provide the Approved Organization with the net proceeds of the Personal Quest, subject to the terms and conditions of this Agreement, including any schedule, as may be amended from time to time in accordance with this Agreement. 

(c) The provisions of the United Nations' Convention on the International Sale of Goods shall not apply to the subject matter of this Agreement.

(d) THE EXPRESS WARRANTIES GRANTED UNDER THIS AGREEMENT ARE IN LIEU OF ALL OTHER REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USE OF TRADE.

1.9 LIMITATION OF LIABILITY

(a) THE COMPANY AND THE CUSTOMER AGREE THAT FOR ANY BREACH OR DEFAULT BY THE COMPANY IN CONNECTION WITH THIS AGREEMENT, EVEN FOR A BREACH OF CONDITION OR FUNDAMENTAL BREACH, THE CUSTOMER'S EXCLUSIVE REMEDY SHALL BE PAYMENT BY THE COMPANY OF THE CUSTOMER'S DAMAGES TO A MAXIMUM AMOUNT EQUAL TO THE FEES PAID DIRECTLY TO THE COMPANY BY THE CUSTOMER FOR THE FIRST TWELVE (12) MONTHS OF THIS AGREEMENT.

(b) NOTWITHSTANDING SECTION 1.9(a), IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, LOST OPPORTUNITY, LOSS OF COMPUTER TIME, LOST OPERATIONS, FAILURE TO REALIZE EXPECTED SAVINGS, AND ANY OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THESE DAMAGES.

(c) Sections 1.9(a) and 1.9(b) shall apply irrespective of the nature of the cause of action underlying any claim, demand, or action by the Customer, including but not limited to breach of contract or tort.

(d) This Section 1.9 shall survive the termination of this Agreement.

1.10 SPECIFIC RESTRICTIONS

(a) The Customer agrees that it will not use the Software for any unlawful purposes in contravention of any local, municipal, provincial, federal, state, or international laws.

(b) The Customer agrees that it will not intentionally interfere with the proper operation of the Software, MFP Website, and related systems reachable through the Internet.

(c) The Customer agrees that it will not use the Software to transmit unsolicited or prohibited advertising, unsolicited mass mailings, any form of spam, any form of junk mail, or any harassing, illegal, or infringing materials through electronic mail, website postings, or any other Internet media.

(d) The Customer agrees to indemnify and hold MFP harmless from any losses, claims, damages, liabilities, judgments, fines, costs (including all lawyers' fees), and expenses of any kind arising out of or in connection with any breach by the Customer of any of the restrictions in this Section 1.10.

1.11    RESPONSIBILITIES OF THE CUSTOMER

The Customer acknowledges that it is solely responsible for:

(a) the selection made to achieve the Customer's intended results, and the results obtained from the use of the Software or Services under this Agreement; and

(b) establishing adequate back-up plans to prevent loss of data.

1.12 ASSIGNMENT

This Agreement may not be assigned by either party and any license may not be sub-licensed, assigned, or transferred by either party without the written authorization of the other party not to be unreasonably withheld. Any attempt to sublicense, assign, or transfer any of the rights, duties, or obligations under this Agreement without the written authorization of the other party is void.

1.13 FORCE MAJEURE

MFP is not responsible for failure to fulfil its obligations under this Agreement due to causes beyond its control, including but not limited to fire, strike, lock-out, power failure, war, riots, acts of a civil or military authority, acts of God, judicial action, regulatory intervention, legislative change, inability to secure necessary materials or services, and delay or failure of performance by the Customer or by any supplier to MFP.

1.14 HEADINGS

The headings in this Agreement have been inserted for convenience only and are not to affect the interpretation of this Agreement.

1.15 TERMINATION

(a) This Agreement may be terminated in writing by mutual agreement of the Customer and MFP. Unless otherwise indicated in this Agreement, the parties shall be entitled to agree to any termination by executing paper documents or by using electronic means approved by MFP including electronic documents, communications, and actions made available through MFP Website.

(b) Either party may terminate this Agreement immediately if the other party becomes insolvent, enters or is placed into receivership, is petitioned into bankruptcy (provided that either party shall have sixty (60) Business Days to dismiss any involuntary petition), makes a proposal under or becomes subject to any bankruptcy or insolvency legislation for the benefit of its creditors, or ceases to carry on business or is wound up.

(c) Either party may terminate this Agreement if the other party breaches a material term of this Agreement or fails to comply with any material obligation under this Agreement and such breach is not cured within thirty (30) Business Days after receipt of a notice describing the specific breach and providing specific details of what is required to cure such breach, with the exception of a breach of Section 1.7 which cannot be cured. For greater certainty, it is a material obligation of the Customer to pay all charges when due and to comply with Section 1.10--Specific Restrictions.

(d) The Customer recognizes that MFP's intellectual property in the Software is of great and central importance to the business of MFP. MFP and the Customer therefore agree that if Customer shall breach any term of Section 1.7, MFP shall have the right, at its election, to terminate this Agreement effective immediately without notice and without any opportunity to cure.

(e)  MFP may, upon written notice to the Customer, terminate this Agreement immediately if the Customer engages in any activity which, in the sole opinion of MFP, is unethical or unbecoming of a partner of MFP, or is otherwise likely to diminish the reputation or goodwill associated with MFP, its customers, partners, associates, or affiliates.

(e) Termination by either party of this Agreement or any PART of this Agreement shall not prevent the party from pursuing any remedies available to it, in law or in equity.

1.16 DUTIES UPON TERMINATION

Upon termination of this Agreement under any PART, MFP shall be entitled to deactivate the Customer Website immediately and the Customer shall only be entitled to access the content of the Customer's raw data from the Customer Website. In addition to the other restrictions on the Customer under this Agreement, the Customer is prohibited from using any part of the format, design, and layout of the Customer Website subsequent to termination of this Agreement.

1.17 SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable under any applicable statute or rule of law, such invalidity or unenforceability shall not affect other provisions of this Agreement which can be given effect without the invalid or unenforceable provisions, and to this end the provisions of this Agreement are declared to be severable. Notwithstanding the above, such invalid or unenforceable provision shall be construed, to the extent possible, in accordance with the original intent of MFP and the Customer.

1.18 NOTICES

(a) All notices and other communications required or permitted under this Agreement will be in writing and, except as otherwise provided in this Agreement, shall be deemed given when delivered personally, sent by registered or certified mail, sent by overnight courier, or transmitted by facsimile to the following:

(i) if to the Customer: to the Customer or to the primary contact person (or his/her successor), if different from the Customer, at the Customer address shown on the first page of this Agreement;

(ii) if to MFP: MFP at the MFP address shown on the first page of this Agreement; or

(iii) such other persons or locations as the parties may from time to time agree.

Any such notice or communication shall be deemed to have been received on the date of delivery or on the date of transmission by facsimile.

(b) MFP shall be entitled to provide any notices or other communications to the Customer by regular mail or by electronic means approved by MFP. Such electronic means include the transmission of electronic documents by electronic mail to the Customer's address on the first page of this Agreement, the publication of electronic documents or information through MFP Website, and the use of electronic communications or actions through MFP Website. Any notice or communication provided by MFP by electronic means shall be deemed given and received when it is capable of being retrieved by the Customer. Any notice or communication provided by MFP by regular mail shall be deemed given on the date of mailing and deemed received on the fifth Business Day after the date of mailing.

1.19 WAIVER

Failure by MFP to enforce any term of this Agreement shall not be deemed a waiver of enforcement of that term or any other term.

1.20 GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to conflict of law principles, and the Customer and MFP hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario notwithstanding any other provision expressed or implied in this Agreement. MFP and the Customer expressly agree to resolve any claim or dispute arising out of or in connection with this Agreement within the Province of Ontario.

1.21 SUCCESSORS AND ASSIGNS

This Agreement shall enure to the benefit of and be binding upon MFP and the Customer and their respective successors and permitted assigns.

1.22 LEGAL COSTS

Should either party be required to obtain legal counsel for the purpose of enforcing any of the terms or covenants contained in this Agreement, in the ensuing legal proceeding, each party shall be solely responsible for its own lawyer's fees and disbursements.

1.23 EXECUTION AND COUNTERPARTS

The parties shall be entitled to execute this Agreement by electronic means approved by MFP. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. For purposes hereof, a facsimile copy of this Agreement or an electronic copy approved by MFP shall be deemed to be an original.

PART 2

SOFTWARE LICENSE

2.1 GRANT OF SOFTWARE LICENSE

MFP grants to the Customer and the Customer accepts from MFP a nonexclusive, non-transferable, non-assignable license, without right to sub-license, to use the Software provided by MFP in connection with the Customer Website on the terms and conditions set forth in this Agreement. The Customer hereby agrees that MFP has the right, from time to time, to conduct an audit respecting the use of the Software.

2.2 SOFTWARE LICENSE

(a) The Software License further authorizes the Customer to utilize the printed components of the Software, such as the operating documentation, instructions, and system features published by MFP.

(b) The Software License is effective from the Software Set-up Date provided the Customer pays to MFP the Software Set-up Fee in accordance with the terms of this Agreement. The Software License shall remain in force until this Agreement is terminated.

2.3 CHARGES

The standard charge for the Software License is included in the Software and Services Fee which shall be due and payable in accordance with the payment schedule set forth in Schedule "A". MFP has the right to increase or decrease the charges for the Software License, including the Software and Services Fee and Online Registration Fee, and to establish new charges for any new functionality upon giving thirty (30) Business Days notice prior to the renewal date to the Customer.

PART 3

WEBSITE HOSTING SERVICES

3.1 PROVISION OF WEBSITE HOSTING SERVICES

MFP agrees to provide the Customer with ongoing Website Hosting Services, commencing upon payment of the Software and Services Fee, on the terms and conditions set out in this PART.

3.2 TERM

The initial Website Hosting Period begins on the Software Set-up Date and ends on the termination of this Agreement.

3.3 CHARGES

The standard charges for the Website Hosting Services are included in the Software and Services Fee which shall be due and payable in accordance with the payment schedule set forth in Schedule "A". MFP has the right to increase or decrease the Software and Services Fee upon giving thirty (30) Business Days notice prior to the renewal date to the Customer.

3.4 CUSTOMER WEBSITE CONTENT

(a) The Customer shall only use the Customer Website and Website Hosting Services for legal purposes under all international, federal, state, provincial, municipal, and local laws. The Customer agrees that MFP is not responsible for any content on the Customer Website and that MFP does not endorse or verify any such content. The Customer agrees to assume full responsibility for all files and materials in any format whatsoever which are associated with the Customer Website and the Customer will be held legally liable for the contents of the Customer Website. The Customer agrees to comply with any user policy or guideline that may be set out from time to time by MFP on MFP Website.

(b) The Customer shall not include on the Customer Website any content, including any Internet link, that contains, promotes, or is involved in any of the following:

(i) infringement of any copyright, trademark, industrial design, patent, trade secret, confidential information, or any other intellectual property right;

(ii) pornography;

(iii) content that exploits children;

(iv) hate propaganda;

(v) racist, threatening, slanderous, libellous, defamatory, obscene, offensive, indecent, profane, abusive, or otherwise objectionable content;

(vi) promotion of, incitement of, or instructions for the commission of crimes or illegal activities;

(vii) multi-level marketing schemes or any fraudulent activities;

(viii) sending or receiving spam, junk mail, or other unsolicited communications;

(ix) warez, cracks, hacks, spam software, and associated utilities;

(x) illegal MP2, MP3, or similar files which may be infringing of copyright;

(xi) information or material containing a virus, corrupted data, or any other harmful or damaging component; or

(xii) activity that could or does overwhelm MFP server with heavy usage requiring a disproportionate amount of the resources of MFP server.

3.5 NO REPRESENTATIONS OR WARRANTIES

THE COMPANY DOES NOT GUARANTEE OR WARRANT THAT THE WEBSITE HOSTING SERVICES PROVIDED BY THE COMPANY WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. THE COMPANY IS NOT RESPONSIBLE FOR ANY DELETIONS, ALTERATIONS, OR LOSS OF DATA DUE TO NETWORK OR SYSTEM OUTAGES, SERVER FAILURES, FILE CORRUPTION, OR ANY OTHER REASON. THE COMPANY MAY LINK TO OR INCLUDE ON THE COMPANY WEBSITE INFORMATION PROVIDED BY THIRD PARTIES. THE COMPANY DOES NOT GUARANTEE OR WARRANT THE RELIABILITY OF ANY SUCH THIRD PARTY INFORMATION NOR DOES THE COMPANY RECOMMEND ANY GOODS OR SERVICES OFFERED BY SUCH THIRD PARTIES. FOR GREATER CERTAINTY AND WITHOUT LIMITING THE FOREGOING, THE COMPANY MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES REGARDING:

(a) THE RELIABILITY OF THE CUSTOMER WEBSITE;

(b) THE RELIABILITY OF THE COMPANY WEBSITE;

(c) THE RELIABILITY OF THE WEBSITE HOSTING SERVICES; OR

(d) SERVER RELIABILITY, SPEED, OR CONSISTENCY.

3.6 LIMITATION OF LIABILITY

IN ADDITION TO ANY LIMITATION OF LIABILITY SET OUT ELSEWHERE IN THIS AGREEMENT, THE CUSTOMER AGREES THAT THE COMPANY SHALL IN NO EVENT BE LIABLE FOR:

(a) ANY FAILURES, DELAYS, OR INTERRUPTIONS IN THE DELIVERY OF ANY CONTENT OR SERVICES ON THE COMPANY SERVER;

(b) ANY LOSS, INJURY, OR DAMAGE OF ANY KIND RESULTING FROM USE OF THE CUSTOMER WEBSITE OR WEBSITE HOSTING SERVICES CONTRARY TO ANY TERM IN THIS PART; OR

(c) ANY LOSS, INJURY, OR DAMAGE OF ANY KIND RESULTING FROM THE COMPANY NOTIFYING ANY AUTHORITY OF POTENTIALLY ILLEGAL CONTENT ON THE CUSTOMER WEBSITE AND COOPERATING WITH ANY LAW ENFORCEMENT EFFORTS IN RELATION TO CONTENT ON THE CUSTOMER WEBSITE.

3.7 INDEMNITY

The Customer agrees to indemnify and hold MFP harmless from any losses, claims, damages, liabilities, judgments, fines, costs (including all lawyers' fees), and expenses of any kind arising out of or in connection with the use of the Customer Website or Website Hosting Services contrary to any term in this PART.

3.8 TERMINATION

In addition to any termination right of MFP set out elsewhere in this Agreement, MFP shall be entitled, in its sole discretion, to immediately de-activate the Customer Website and suspend the Website Hosting Services if the Customer breaches any term in this PART. MFP shall be entitled to permanently terminate the Website Hosting Services thirty (30) Business Days after notice is provided to the Customer to cure any breach of the terms of this PART.

PART 4

SUPPORT SERVICES

4.1 PROVISION OF SUPPORT SERVICES

MFP agrees to provide the Customer with ongoing Support Services, commencing upon payment of the Software and Services Fee, on the terms and conditions set out in this PART.

4.2 TERM

The initial Support Period begins on the Software Set-up Date and ends on the termination of this Agreement.

4.3 CHARGES

The standard charges for the Support Services are included in the Software and Services Fee which shall be due and payable in accordance with the payment schedule set forth in Schedule "A". MFP has the right to increase or decrease the Software and Services Fee upon giving thirty (30) Business Days notice prior to the renewal date to the Customer.

4.4 SUPPORT SERVICES

MFP shall provide Support Services which shall consist exclusively of the following:

(a) MFP will use reasonable efforts to provide Software application support to the Customer in order to explain the standard features and functions of the Software and guide the Customer in the use of the Software. This assistance is available to the Customer within the parameters described in this PART and not for the general education or training of the Customer's employees, officers, members, or other representatives.

(b) Standard Enhancements From time to time, the Software may be enhanced with standard additional features and MFP will provide those enhancements to the Customer on the condition that the version of the Software currently being used by the Customer. The Software and Services Fee includes standard enhancements and upgrades.

4.5 EXCLUSIONS

The Support Services do not include:

(a) user education and training for the Customer's employees, officers, members, or other representatives;

(b) implementation or installation assistance;

(c) consultation for new programs and hardware;

(d) assistance regarding problems caused by operator errors (such as entering incorrect data, using incorrect data, failing to follow recommended procedures, and failing to keep adequate backup data);

(e) assistance regarding problems caused by third party software, third party hardware, Customer hardware, and unauthorized modifications or enhancements to the Software; and

(f) database administration services.

4.6 TERMINATION

In addition to any termination right of MFP set out elsewhere in this Agreement, this PART may be terminated by MFP thirty (30) Business Days after notice is provided to the Customer to cure any breach of the terms of this PART.

 

SCHEDULE  "A"

My Fund Partner TM SOFTWARE LICENSE AND SERVICES AGREEMENT

Summary of charges and payment schedule for Software and Services, subject to the terms and conditions in the Agreement:

1. Administration and processing fees on transactions will be 6.00%.

2. MFP's published system features in effect at Software Set-up Date: See https://myfundpartner.com/personal_quest/index/