FPT Terms and Conditions
These FPT Terms and Conditions form part of and are incorporated into the Faith Partnership Technologies – Licence,
Service and Purchase Agreement

1. Cooperation and Information. The Church shall cooperate with FPT in the performance of our products and
services. the Church shall be responsible for the timeliness, accuracy, quality and completeness of all data and
information provided to us. We will not independently verify or modify this information, unless otherwise
specified herein.

2. Taxes. All fees and other charges do not include any applicable US or Canadian federal, state/provincial or
any other taxes or duties whether presently in force or imposed in the future. Any such taxes and duties shall
be assumed and paid by the Church without deduction from the fees and charges hereunder.

3. Confidentiality. We will treat as such all confidential information obtained from the Church in the course of
performing our services and, except as provided in this paragraph, will not use or disclose such information
except in connection with the performance of our services. This restriction will not apply to any confidential
information that we are required by law or professional standards to disclose; that is in or subsequently enters
the public domain; that is now or subsequently becomes known to us without breach of any confidentiality
obligation of which we are aware; or that is independently developed by us.

4. License and Ownership of Software. Subject to payment by the Church of all required licence fees, FPT
hereby grants to the Church a perpetual (subject to termination as provided for herein), paid-up, non-exclusive,
non-transferable, non-sublicensable, license to use the Software solely for the purposes set out in the
Agreement. Notwithstanding that portions of the Software may be based on or include materials provided by
the Church to FPT, the Church agrees that title to and ownership of all rights in and to the Software,
including all Intellectual Property Rights contained therein, shall vest in and be owned by FPT and, for the
avoidance of doubt, FPT may exercise all Intellectual Property Rights in the Software including the right to
reproduce, adapt, create derivative works from, distribute, display and communicate the Software to the public
and authorize others to do any of the foregoing. the Church shall acquire no right whatsoever to all or any part
of the Software except the license to use the Software in accordance with the terms of this Agreement. The
Church acknowledges and confirms that FPT licences contain certain software licenced from third parties and
that the grant of licence by FPT to the Church is subject to any third party rights under any such licence, and
that FPT cannot grant rights in excess of the rights it has under any such licence. In particular, and without
limiting the foregoing, this licence is subject to the GNU General Public Licence in force from time to time,
which FPT will provide to you upon your request. Further, the Church shall not do anything which shall cause
FPT to be in default or breach of any such licence, including, but not limited to any GNU licence.
Without limiting the foregoing, or anything else contained herein:
4.01 The Church acknowledges that FPT Software is the property of FPT, and that the only rights which the
Church obtains to FPT Software is the right of use in accordance with the terms of this licence.
4.02 The Church will ensure that copyright, proprietary and trade secret notices of FPT will remain on FPT
Software in machine-readable form. The use of a copyright notice on FPT Software shall not be taken to indicate
that they have been published.
4.03 The Church acknowledges that FPT Software contains proprietary and confidential information of FPT. The
Church will take the same care to safeguard FPT Software as it takes to safeguard its own confidential information
and this care shall not be any less than would be taken by a reasonable company to safeguard its information.
Without limiting the generality of the foregoing, FPT Software shall be accessible only to those employees and
agents with a need for access to perform their duties.
4.04 No copies of any portions of FPT Software shall be made by the Church or the Church's employees.
4.05 The Church will not derive or attempt to duplicate, or permit or help others to derive or duplicate, the source
code relating to FPT Software.
4.06 The Church will use the FPT Software only in accordance with manufacturer’s specifications and
pursuant to the terms and conditions of this Agreement, if any.
4.07 Without limiting any of the foregoing, the FPT Software represents the intellectual property of FPT and
except as permitted under this Agreement, may not be copied, distributed, deciphered, decoded, decomposed,
disassembled, reverse engineered, modified or in any way tampered with without the express written consent
of FPT. The Church further agrees to maintain the FPT Software in confidence, utilizing at least the same
degree of care used by the Church to protect it’s own intellectual property and shall allow the FPT Software
to be used only by its employees and agents who have read and understood these conditions of use. The
Church accepts responsibility for its employees’ and agents’ use of the FPT Software.
4.08 Neither the Church nor FPT will, without the other party’s prior written consent, disclose to any person
or entity (other than the persons employed or retained by or affiliated with such party who are subject to a
contractual non-disclosure obligation) any information about this Agreement or the terms, conditions or other
facts relating thereto.

5. Intellectual Property Rights. We retain all rights, including intellectual property rights, in all materials,
software, documentation, tools, know-how, techniques, processes and methodologies supplied to you
(“Deliverables”) or created or used by us in the performance of our services. For greater certainty, you will
access the Deliverables though a web-based interface. Under no circumstances are you entitled to receive our
software or any source code directly. We grant you a non-exclusive, non-transferable, perpetual license to use
the Deliverables for which we own the intellectual property rights for internal business purposes, such grant to
become effective upon payment in full of all fees and taxes payable hereunder and to expire at the termination
of the Agreement or as otherwise provided for herein. This Agreement shall not be construed as precluding or
limiting in any way our right to (i) provide products, consulting or other services of any kind or nature to any
person or entity or (ii) develop for us, or for others, anything that is competitive with the Deliverables or
anything created or used by us to perform our services.

6. Hardware. FPT may sell the Church, from time to time, hardware associated with FPT products and services.
Absent written instruction to the contrary, FPT will select the carrier on behalf of the Church, but such carrier
shall not be construed as an FPT agent. All shipping charges and insurance costs shall be paid by the Church.
If FPT, at its option, elects to pay any such charges on behalf of the Church, then such charge shall be added to
the fees payable under this Agreement. Unless otherwise specified by the Church, FPT shall be authorized to
make deliveries in partial shipments. Title to and risk of loss for the hardware shall pass to the Church upon
payment in full for such hardware.

7. WARRANTIES, COVENANTS AND LIMIT OF LIABILITY.

7.01 No hardware Warranty - As all hardware provided pursuant to this Agreement is produced by third
party manufacturers, FPT extends to the Church all third party Hardware warranties which it is permitted to
extend, but extends no other warranties for such hardware.

7.02 Software and other Warranties - (1) FPT warrants to the Church that in entering into this Agreement,
FPT is not in breach of any contractual or other obligation to any third party.
(2) FPT warrants that the Software, as initially delivered by FPT, will substantially perform and appear
consistent with the Church Materials for a period of ninety (90) days from the date of acceptance or deemed
acceptance by the Church of the Software. FPT sole obligation under this Warranty shall be to make
commercially reasonable efforts, during the Warranty Period, to remedy Errors or Malfunctions to the
Software. FPT Warranty does not extend to upgrades, enhancements, modifications or changes made by the
Church or by any other person other than FPT or its agents specifically authorized by FPT in writing to make
such upgrades, enhancements, modifications or changes and then only to the extent that FPT has, pursuant to
such authorization, specifically agreed that its Warranty will extend to such upgrades, enhancements,
modifications or changes. If FPT provides Warranty service in respect of a problem with the Software that
turns out to have been caused by an upgrade, enhancement, modification or change in respect of which FPT
Warranty does not extend or otherwise to have been caused by something done by the Church or by any other
person other than FPT or its agents specifically authorized by FPT in writing to make upgrades, enhancements,
modifications or changes to the Visualization Program, the Church will pay FPT for the work done by FPT in
respect of that problem based on FPT standard time and materials charges then in effect.
(3) Without limiting the generality of section 7.02, FPT does not represent or warrant: (a) the Software if there
is a failure which results from combination of the Software with the any software other than the Software
provided as part of the Software or hardware, that does not meet the minimum hardware requirements if such
hardware was sold to the Church by a person other than FPT; (b) that the Software will satisfy all the Church’s
functional requirements (but, for clarity, this limitation does not detract from the Warranty contained in the
first sentence of section 7.02(2));or (c) that all programming errors can be found or be corrected.

7.03 Exclusive Remedies -For any breach of the Warranty, the Church’s sole and exclusive remedies and
FPT’s entire obligation shall be to use reasonable efforts to fix, bypass or replace the portions of the Software
that fail to substantially comply with the Warranty.

7.04 Disclaimer -EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED HEREIN, THERE ARE NO
OTHER WARRANTIES OR CONDITIONS WHETHER EXPRESS OR IMPLIED HEREIN MADE BY
EITHER PARTY, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF ERCHANTABLE
QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR THOSE ARISING BY STATUTE OR
OTHERWISE BY LAW OR FROM A COURSE OF DEALING OR USE OF TRADE, ALL OF WHICH
ARE EXPRESSLY DISCLAIMED. FPT DOES NOT WARRANT THAT THE SOFTWARE OPERATION
WILL BE UNINTERRUPTED OR ERROR-FREE.
7.05 Limitation of Liability - (1) EXCEPT FOR ARTICLE 3 AND SECTION 7.06 THE CHURCH
AGREES THAT ANY LIABILITY ON THE PART FPT IN ANY WAY ARISING OUT OF OR RELATED
TO THIS AGREEMENT FOR ANY CAUSE OF ACTION WHATSOEVER AND REGARDLESS OF THE
FORM OF ACTION (INCLUDING BREACH OF CONTRACT, STRICT LIABILITY, TORT INCLUDING
NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY), SHALL IN NO EVENT EXCEED
THE AMOUNTS PAID BY THE CHURCH TO FPT.
(2) EXCEPT FOR ARTICLE 3 IN NO EVENT WILL FPT BE LIABLE FOR SPECIAL, INCIDENTAL,
INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE, LOST BUSINESS REVENUE, LOSS OF
PROFITS, LOSS OF DATA, FAILURE TO REALIZE EXPECTED PROFITS OR SAVINGS, DAMAGES
FOR DELAY, EXEMPLARY OR PUNITIVE DAMAGES OR ANY CLAIM AGAINST THE CHURCH BY
ANY OTHER PERSON EVEN IF THE CHURCH OR FPT, AS THE CASE MAY BE, HAS BEEN
ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.

7.06 Copyright Indemnification - (1) Provided that the Church is not in default of any of its obligations
under this Agreement, FPT shall defend or settle any bona fide suit or proceeding brought against the Church
by a person not directly or indirectly related to the Church based on a claim that (i) the Software or any
element thereof furnished by FPT hereunder, or (ii) the use of the Software or any part thereof consistent with
FPT’ specifications and instructions constitutes an infringement of any copyright, provided FPT is notified
promptly and is given complete authority and information required for the defence of same, and FPT shall pay
all damages and costs awarded therein against the Church, but shall not be responsible for any cost, expense,
settlement or compromise incurred or made by the Church without FPT prior written consent. Notwithstanding
the foregoing, FPT shall have no obligation or liability for any claim for infringement of the Intellectual
Property Rights of any party that is based on or arises out of (i) any act or omission on the part of the Church,
(ii) the Church’s use of the allegedly infringing Software following termination of this Agreement by FPT as
provided for in 7.06(2) below except to the extent authorized by such clause (iii) compliance by FPT with the
Church Materials provided by or on behalf of the Church, (iv) modifications of, or alterations to, the Software
carried out by the Church, (v) the use in or in connection with the Software of any software or data not
supplied or authorized by FPT, (vi) the use of the Software in a manner not authorized or contemplated by this
Agreement, or (vii) the failure to install promptly any updates, program corrections, patches, modifications, or
enhancements which, if installed, would have avoided the claim for infringement.
(2) In the event FPT receives information concerning a copyright infringement claim, it may, at its expense
and without obligation to do so, (i) procure for the Church the right to continue to use the allegedly infringing
Software in accordance with the provisions of this Agreement, (ii) replace or modify the Software so that it is
not infringing, or (iii) terminate this Agreement whereupon the Church shall cease all use of the allegedly
infringing Software. This Section 7.06 states the entire liability of both parties and both parties’ sole remedies,
respectively with respect to any Intellectual Property Right infringement claim.

8. Restriction on Use. Our services and materials delivered in connection therewith are provided by us for your
internal use and information only and may not be distributed, published, made available or relied upon by any
other person, without our express written permission. This engagement is not intended for the express or
implied benefit of any third party.

9. Force Majeure. Neither party shall be liable for delays resulting from circumstances or causes beyond its
control, including without limitation, fire or other casualty, act of God, strike or labour dispute, war or other
violence, or any law, order or requirement of any governmental agency or authority.

10. Survival. Terms which by their nature survive expiration or termination of this Agreement shall survive.

11. Electronic Communications. Unless otherwise directed in writing, you recognize and accept the risks
associated with communicating by Internet, including potential lack of security and/or delivery. We accept no
responsibility for loss or damage associated with use of Internet communications.

12. Governing Law. This Agreement shall be governed by the laws of the Province of Ontario and the laws of
Canada applicable therein. The parties irrevocably attorn to the jurisdiction of the courts of the Province of
Ontario.

13. Entire Agreement. This Agreement constitutes the entire Agreement between us concerning this engagement
and the services provided hereunder, and supersedes all other oral or written representations, proposals,
understandings or Agreements relating to the subject matter thereof. This Agreement may only be amended in
writing by the parties.

14. Severability. In the event that any provision of this Agreement shall be held to be invalid, void or unenforceable,
then the remainder of this Agreement shall not be affected, impaired or invalidated, and each such provision shall
be valid and enforceable to the fullest extent permitted by law
.
15. Default

15.1 Default in payment of licence fee. In the event the Church fails or neglects to make any payment for
FPT Software in accordance with this Agreement, FPT may at its option and in addition to any other right which it
has under this Agreement or at law:
(a) enter upon the Church's premises and take possession of any or all of FPT Software during the
Church’s normal business hours;
(b) disable any or all of FPT Software, including by remote means;
(c) delay delivery of any hardware until the payment is made;
(d) delay delivery of any part of FPT Software until the payment is made;

15.2 Default – General Failure by FPT or the Church to comply with any term or condition of this
Agreement shall entitle the other party to give the party in default written notice requiring it to make good the
default. If the default complained of has not been cured within thirty (30) days following receipt of this notice (or,
on the part of an alleged default by FPT, if FPT is disputing the same or if FPT has commenced and is diligently
proceeding with curing the said default), the notifying party shall be entitled, in addition to any other rights it may
have under this Agreement or otherwise under law, to terminate this Agreement by giving notice to take effect
immediately. The right of either party to terminate this Agreement under this Agreement shall not be affected by
its failure to take action with respect to any previous default. It is recognized by the parties that the confidentiality
of FPT Software and Materials is of great and central importance to the business of FPT. The parties therefore
agree that if the Church shall breach any term of paragraph 3 above, then FPT shall have the right, at its election,
to terminate this Agreement forthwith without notice. This Agreement shall terminate immediately and
automatically if the Church enters or is placed into receivership or if the Church is petitioned into bankruptcy (via
proceedings which, if involuntary, are not dismissed within 30 days) or makes an assignment for the benefit of its
creditors, or ceases to carry on business or is wound up.