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Foundant Technologies Standard Terms and Conditions
<br />Software License and Services Agreement with Customer
<br />modify the Software to conform to the Documentation; or (d) promptly
<br />provide a reasonable workaround solution which will reasonably meet
<br />Customer's requirements. If neither of the foregoing is commercially
<br />feasible, either party may terminate this Agreement, in which case
<br />Foundant shall refund to Customer all license fees paid to Foundant
<br />hereunder less an amount for use assuming straight fine depreciation over
<br />the license; (2) if the normal operation, possession or use of the Software
<br />by Customer is found to infringe any third party U.S. intellectual property
<br />right or Foundant believes that the Software is likely to do so, Foundant
<br />may, at its option, (i) obtain a license from such third party for the benefit
<br />of Customer, (ii) replace or modify the Software so that it is no longer
<br />infringing; or (iii) if neither of the foregoing is commercially feasible,
<br />terminate this Agreement, in which case Foundant shall refund to
<br />Customer all license fees paid to Foundant hereunder less an amount for
<br />use assuming straight line depreciation over the license term; (3) Ifthe
<br />Software contains a vires or similar device, Foundant shall replace the
<br />Software with Software which is free of such defects.
<br />(c) The remedies set forth above shall be Customer's sole and
<br />exclusive remedies. Foundant shall have no obligation hereunder for any
<br />Software that has been modified by Customer or any third party or any
<br />Software other than the then -current release and the immediately prior
<br />release thereof. Foundant shall have no obligation hereunder for errors,
<br />damage or problems caused by failure to provide a suitable operating
<br />environment, by any third party software, by accidental damage or by
<br />other matters beyond Foundant's reasonable control.
<br />PART THREE -HOSTING
<br />7. HOSTING SERVICE LEVEL APPENDIX
<br />The Hosting Services are offered under the conditions set forth in Hosting
<br />Service Level Appendix, and for the tern identified in the Quote Fonn. As
<br />set forth in Section 9 of the Hosting Service Level Appendix, Foundant
<br />reserves the right to terminate the Agreement for violations of the Hosting
<br />Service Level Appendix.
<br />PART FOUR- PROFESSIONAL SERVICES
<br />8. DELIVERY OF PROFESSIONAL SERVICES
<br />This Part Four shall apply only if the parties have agreed that Foundant
<br />shall deliver Professional Services to Customer. Foundant shall provide
<br />the Professional Services in accordance with the Quote Torn.
<br />9. PROFESSIONAL SERVICES WARRANTY
<br />(a) Foundant warrants to Customer that (i) the Work Product shall
<br />substantially conform to any specification or statement of work detailed in the
<br />Quote Fomn and (u) the Professional Services will be performed with
<br />reasonable skill, care and diligence.
<br />du If them is a material breach of the above warranty, Foun lmrfs entire
<br />liability and Customer's exclusive remedy shall be if the Professional Services
<br />do not conform to the Quote Form or are not performed with reasonable skill,
<br />care and diligence, Foundant shall re -perform the Professional Services to the
<br />extent necessary to correct non -conformity.
<br />10. CUSTOMER'S RESPONSIBILITIES
<br />Customer shall provide Foundant with all information, access, and full good
<br />faith cooperation reasonably necessary to facilitate the provision of the
<br />Professional Services, and shall do any thing that is identified in the Quote Form
<br />as the Customer's responsibility. If Customer tads or delays in its performance
<br />of any of the foregoing, Foundant shall be relieved of its obligations hereunder
<br />to the extent that such obligations are dependent upon such performance.
<br />11. OWNERSHIP OF INTELLECTUAL PROPERTY
<br />Customer acknowledges that Foundant is the exclusive owner of the Work
<br />Product. Upon payment in full of any amount's due for Professional Services,
<br />Customer shall have an object code -only, non-exclusive, non -transferable
<br />(except as provided in Section l9pho license to use the Work Product for
<br />Customer's internal business purposes, which license shall continue for so
<br />long as, and be subject to the sane terms and conditions as the license to the
<br />Software.
<br />PART FI VC — GUIDESTAR SERVICES
<br />This Part Five and Appendix A shall apply only if the parties have agreed
<br />that Foundant shall deliver Guidestar Services to Customer. Foundant
<br />shall provide the Guidestar Services in accordance with the provisions
<br />described in the Quote Fomi and in accordance with the terms and
<br />conditions stated below.
<br />(a) Customer acknowledges that certain data available or
<br />otherwise accessible on or by means of the Software is provided
<br />pursuant to a license agreement with GuideStar USA, Inc.
<br />("GuideStar"). By agreeing to the terns of this Agreement, Customer
<br />shall be deemed to agree to be bound by the provisions of the User
<br />Agreement of GuideStar attached or appended hereto as Appendix A, as
<br />the same may be amended from time to time, with references to the
<br />"GuideStar Site" therein deemed to refer to any data obtained from or by
<br />means of an interface or link with GuideStar's web site and any related
<br />services (collectively, "GuideStar Data"), and that the terms of the
<br />GuideStar User Agreement shall apply to Customer and Customer's use
<br />of any GuideStar Data; provided that, notwithstanding anything in such
<br />User Agreement to the contrary, (i) the only "Permitted Use" of the
<br />GuideStar Data shall be to learn about nonprofit organizations for the
<br />purposes of evaluating them as recipients of personal charitable
<br />donations; and (ib Customer will not be required to complete
<br />GuideStar's registration process to access such GuideStar Data through
<br />the Software. For good and valuable consideration, the receipt and
<br />sufficiency of which is hereby acknowledged by each of the parties
<br />hereto, each of Foundant Technologies and Customer acknowledges and
<br />agrees that GuideStar (and its successors and assigns), a licensor of
<br />Foundant Technologies, is an intended third party beneficiary with full
<br />power and authority to enforce the provisions hereof to its benefit as it
<br />were a parry hereto. Customer agrees that Foundant Technologies may
<br />share any information provided by Customer to Foundant Technologies
<br />or otherwise related to Customer's use of any GuideStar Data, with
<br />GuideStar.
<br />PART SIX— FOUNDANT CONNECT
<br />This Part Six shall apply only if the parties have agreed that Foundant
<br />shall deliver Foundant Connect to Customer. Foundant shall provide
<br />Foundant Connect in accordance with the provisions described in the
<br />Quote Form and in accordance with the terms and conditions stated below.
<br />(a) Customer expressly acknowledges, understands mrd agrees that
<br />Foundant does not own, control or otherwise influence any of the
<br />information provided by Guidestar, GmafNonprofits and Foundation Center
<br />(Collectively the "Third Party Services"), cannot censor or edit the content
<br />of the Third Party Services and assumes no responsibility or liability for the
<br />content, privacy policies, security or practices of the Third Party Services.
<br />Foundant does not warrant that the provision of the Third Party Services
<br />will be uninterrupted; error free, timely, complete or accurate, nor does
<br />Foundant [Hake any warranties as to the results to be obtained frnnn use of
<br />the same. Customer acknowledges that the Third Party Services are
<br />provided for informational purposes only. Customer expressly agrees that
<br />Customer's use of the Third Party Services are at Customer's own risk.
<br />Accordingly, Customer agrees that Foundant will not in any way be liable
<br />to Customer or any other entity for any inaccuracies, errors, ornissions,
<br />delays, damages, claims, liabilities or losses, regardless of cause, in or
<br />arising from the use of the Third Party Services contained in the Software.
<br />PARTSEVEN-GENERAL
<br />12. PAYMENTS
<br />(a) This Part Six applies to any transaction that occurs under this
<br />Agreement Customer shall pay Foundant the fees listed in the Quote Form.
<br />Unless expressly provided to the contrary in a Quote Form, all fees payable
<br />under this Agreement shall be paid net 30 days from the invoice date.
<br />Customer shall pay a finance charge on any overdue payment hereunder of one
<br />and one-half per cent (1-1/2%) for each month or portion thereof that such
<br />payment is overdue, or the highest interest rate permitted by applicable law,
<br />whichever is the lower, Interest shall compound monthly. Such fees do not
<br />hrclude any taxes, and Customer shall pay any sales, use, value added or other
<br />taxes or import duties (other than corporate income taxes payable by
<br />Foundant) based on or due as a result of any amounts paid to Foundant
<br />hereunder. Customer shall bear all of Fomrdauls costs of collection of overdue
<br />fees, including reasonable at omeys' fees.
<br />(b) Notwithstanding Section 12(a), ifCustomer purchases
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