1.

Subscription Services and Pricing

1.1

The subscription service provided through the Service is described in paragraph 15.1 below. Each subscription provides access to the database (the "Database") and is available as an annual subscription at the rate set forth in paragraph 15.4.1 below, subject to the Site's right at any time to increase or otherwise modify the Subscription rates, or types of Subscriptions available. Notice of changes in the subscription rates and/or types of subscription services will be sent to Subscribers via e-mail notification, or will be posted on the Funding Site's Web Site.

2.

User Name and Password

2.1

Subscribers will select their preferred identification code ("User Name") and password ("Password") at the time of application to become a Subscriber. The User Name and Password selected will be required by you to access your Subscription to the Service. Subscribers may access the Service using only their User Name and Password and may not permit any other person to access the Service by use of the Subscriber's User Name or Password. Subscribers shall not disclose their Password to any other person or entity and shall make all reasonable efforts to maintain their Password as secret and confidential.

2.2

Subscribers are solely responsible for maintaining the confidentiality of their Password, and for all use, whether authorised or unauthorized, of the Service under their User Name and Password. The Site shall not be liable for or in any way responsible with regard thereto.

2.3

Subscribers must promptly inform the Site if they suspect any breach of security regarding use of the User Name or Password including, but not limited to: such as loss, theft, or unauthorised disclosure or use of any User Name or Password used in connection with the Service. Until such time as the Site is properly notified of a breach of security by e-mail notice at info@thefundingsite.co.za or by telephone at (021) 762-7944, the Subscriber shall be responsible and liable for any unauthorised use of the Service occurring under the Subscriber's User Name and Password and for any damages flowing therefrom.

2.4

Logs of all accesses to the Service may be kept by the Site and log-ins from more than three (3) distinct second-level domains shall constitute proof of violation of a Subscriber's obligation not to disclose his/her/its Password, and may result in the Site's termination of the Subscriber's access to the Service without notice or warning.

2.5

REMEMBER YOUR USER NAME AND PASSWORD! If you forget either of these, the Site may disclose them to you under security procedures determined by the Site, which may result in substantial delays in your ability to access the Service.

3.

Subscribers Rights Hereunder

3.1

This Agreement constitutes a non-exclusive, non-transferable license to use the Service in strict accordance with the provisions of this Agreement.

4.

License Rights

4.1

Upon your acceptance as a Subscriber, and subject to the restrictions in paragraph 5 below, you are hereby granted a non-exclusive license to:

   4.1.1

Use the Service to perform searches of the Database included in your Subscription; and

   4.1.2

Print hard copies of any search output that does not contain a significant segment of the Database(s), which copies:

      4.1.2.1

may be used by Subscriber for the subscriber's personal use and benefit only;

      4.1.2.2

may not be sold or distributed.

4.2

The license rights granted herein are limited to the Subscriber and do not extend to any subsidiary, parent, related or affiliated organisations, OR TO ANY THIRD PARTY. All rights not expressly granted in this Agreement are reserved to the Site.

5.

Restrictions

5.1

Subscriber shall not sell, distribute, loan, lease, or commercially exploit the Subscription service or Database, nor any search output therefrom, nor shall the Subscriber create any derivative work using the Database or the Subscription Service thereto.

5.2

The Subscriber shall not transfer, assign, cede or sublicense this Agreement or any of the Subscriber's rights hereunder without the prior written permission of the Site.

6.

Personal Information

6.1

You acknowledge and agree that the Site may use other information about you which the Site obtains either directly from you or which it obtains by the nature of your use of the Service as permitted by paragraph 8.2 hereof.

7.

Proprietary Materials

7.1

The Service contains copyrighted material, trademarks, and other proprietary information of the site (collectively "Proprietary Material"), including, but not limited to, text, software, photos, graphics, and images. You agree not to modify, publish, transmit, participate in the transfer or sale of, create derivative works of, or in any way exploit, in whole or in part, any Proprietary Material.

7.2

Except as otherwise expressly permitted by this Agreement, or as permitted under copyright law, no posting, copying, downloading, uploading, transmission, retransmission, distribution, redistribution, publication, republication, decompilation, disassembling, reverse engineering, or otherwise modifying or commercially exploiting of any Proprietary Material is permitted without the express permission of the site. In the event of any copying, redistribution, or publication of copyrighted material as permitted by law, no changes in or deletion of author attribution, trademark, legend, or copyright notice shall be made.

8.

Subscriber Information

8.1

For purposes of identification, billing, and marketing, Subscribers agree to provide the Site with accurate, complete, and updated information required at the time of registration as a Subscriber ("Registration Data"), including your legal name, address, telephone number(s), e-mail address, and applicable payment data, and other information. The Site reserves the right to verify the accuracy of this information. You agree to promptly notify the Site of any change in your Registration Data. You are referred to paragraph 15 below for details on notifying the Site of these changes. Failure to comply with this provision may result in immediate suspension or termination of your license to use the Service.

8.2

The Site reserves the right to reveal any Registration Data or other information in its possession regarding Subscribers in cooperation with a request or investigation by any governmental body or governmental agency, or as otherwise required by law.

9.

Indemnification

9.1

You agree to indemnify, defend, and hold harmless the Site and its directors, employees, licensors, independent contractors, providers, subsidiaries and affiliates (collectively, the "Affiliates") from and against any and all liability and costs (including attorneys' fees and costs) incurred by the Site and/or the Affiliates in connection with any claim arising out of any breach by you of any provision of this Agreement.

9.2

You agree to cooperate as required by the Site in the defence of any such claims. The Site reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any claim without the written consent of the Site.

9.3

In the event of your failure to abide the terms of this Agreement or breach any of the conditions contained herein, the Site or its duly appointed nominee shall be entitled at its sole discretion, to instruct its attorneys to ensure that the terms of this agreement are adhered to and the conditions contained herein enforced.

9.4

Should the Site or its duly appointed nominee instruct its attorneys to institute proceedings as a result of any breach by you and your failure to adhere to the conditions contained herein, then and in such event, the Site's or the Site's nominee's attorneys shall recover all costs in connection with the enforcement of the terms of this agreement on a scale as between attorney and own client, which costs shall include travel expenses, tracing fees, qualifying expenses and similar costs occasioned and incurred as a result of any breach of this agreement as aforesaid.

10.

Limitation on warranties

10.1

The service and the database are provided "as is" without warranty of any kind, whether express or implied, including but not limited to any warranty as to the accuracy, completeness, currency, reliability, or content of any information or material provided by or through the service, and the implied warranties of commercial application and use for any particular purpose. The entire risk as to the quality, accuracy, adequacy, completeness, currency, correctness, or validity of any information or material provided by or through the service vests in the Subscriber.

10.2

The Site does not warrant that the functions of the Service will meet the Subscriber's requirements or that the operation of the Service or the Database will be uninterrupted or error free.

10.3

The Site shall not be liable for any loss or injury arising out of or caused, in whole or in part, by any negligent acts or omissions in procuring, compiling, collecting, interpreting, reporting, communicating, or delivering information contained in the Service or the Database.

11.

Limitations on liability and remedies

11.1

The site is not and shall not be liable for any claim, injury, or damage arising from the use or inability to use the service. This disclaimer of liability includes, but is not limited to, any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission or delivery, computer virus, communication failure, theft or destruction or unauthorised access to, alteration of, or use of records, programs or files, whether for breach of contract, delict, negligence, or under any other cause of action.

11.2

In no event shall the Site be liable for any indirect, special, incidental, punitive, or consequential damages, including loss of profits, arising out of the use or performance of the Service, even if the Site has been advised of the possibility of such damages.

11.3

In the event that any of the limitations on liability or remedies contained herein are found to be invalid by a court of competent jurisdiction, in no event shall the Site's damages thereunder exceed the total fees paid to the Site by the Subscriber under the license granted herein during the twelve months immediately preceding the date on which any such cause of action arose.

12.

Termination

The Site may without notice and in its absolute discretion and for any cause which it may, in its sole and unfettered discretion determine terminate the right of any Subscriber to access the Service at any time. The recital in this Agreement of specific grounds entitling the Site to terminate a Subscriber's right to access the Service shall in no manner whatsoever limit the Site's absolute right to terminate the Subscriber's access to the Service under this paragraph.

13.

Modifications of Agreement or Service

13.1

The Site has the right, in its sole and unfettered discretion, to vary this Agreement in any manner and at any time, without notice or liability. Any modification shall be effective immediately upon the earlier of either of the following:-

   13.1.1

notice by electronic mail to the e-mail address last provided to the Site by the Subscriber; or

   13.1.2

fifteen days following the date that the modified Agreement is first posted on the Site's Web Site.

13.2

Your continued use of the Service following its effective date shall be conclusively deemed an acceptance of all such variation(s).

13.3

Your only right with respect to any dissatisfaction with any variations made pursuant to this provision, or any policies or practices of the Site in providing the Service, including, without limitation,

   13.3.1

any changes in the content of the Service, or

   13.3.2

any change in the amount or type of fees, charges, or assessments payable under this Agreement, is to terminate your Subscription and continued use of the Service by delivering proper notice thereof to the Site in accordance with the instructions provided in paragraph 15.7 below. Such notice will be effective at the end of your current billing cycle, as set forth in paragraph 15.7.2 and 15.7.3 below.

13.4

The Site may at any time, without notice or liability, change or eliminate any content or feature of the Service, or restrict the use of any portion of the Service, including limiting the time of its availability, the amount of use permitted, or the persons who are permitted to use it. Your only right with respect to any dissatisfaction with any service related change or elimination is to terminate your Subscription and continued use of the Service by delivering proper notice to the Site in accordance with the instructions provided in paragraph 15.7 below. Such notice will be effective at the end of the current subscription period, as set forth in paragraph 15.7.2 and 15.7.3 below.

14.

General

14.1

Failure by the Site to enforce any provision(s) of this Agreement shall not be construed as a waiver of any provision contained herein or any of the Site's rights hereunder.

14.2

This Agreement, and all other aspects of a Subscriber's use of the Service, shall be governed by and construed in accordance with the laws of the Republic of South Africa. All claims and disputes arising out of this Agreement or your use of the Service may in the Site's sole and unfettered discretion be submitted to and resolved by binding arbitration, subject to the Rules and Regulations, and under the auspices of the Arbitration Foundation of South Africa. No demand for arbitration, action or application of any kind or nature arising out of this Agreement, or out of any use of the Service by a Subscriber, shall be brought by either the Site or any Subscriber after more than one year after the date on which the cause of action first arises. Judgment upon the award rendered by the arbitrator or the presiding Judicial Officer, as the case may be, shall be final and binding. In any arbitration proceeding or action or application to enforce the arbitrator's award or judgement of the presiding judicial officer, as the case may be, the party prevailing will be entitled to all legal costs incurred on a scale as between attorney and own client which costs shall include, collection commission, tracing fees, travel expenses and all qualifying expenses, related to or associated with such legal costs incurred.

14.3

This Agreement constitutes the entire agreement between you and the Site with respect to the Service and supersedes all prior agreements or understandings between you and the Site with respect thereto and shall not be capable of or subject to variation save as provided for herein.

15.

Subscription Services, Fees and Policies

15.1

The subscription services currently available through the Service are:

   15.1.1

The Funding Site Online Directory, which provides Subscribers with access to a database of information on more than 1,500 South Africa companies, trusts, foundations, and more than 260 international trusts and foundations funding work in South Africa,

15.2

You are responsible for all fees and charges resulting from use of the Service. All amounts are to be paid in SA Rand.

15.3

The Site reserves the right to increase any fees, charges, or assessments and to institute new fees at any time by notifying Subscribers via e-mail or posting a notice on the Site's Web Site.

15.4

The terms and conditions relating to Subscription fees and policies are as follows:

   15.4.1

The database is made available to non profit, community based organisations on an annual subscription basis.  Subscription fees are R750 for non profit organisation Non-Profit Non-Governmental Organisations (NGO); Community Based Organisations (CBO); Faith Based Organisations (FBO); Section 21 Companies; Trusts registered with Master of the Supreme Court and/or any other Voluntary Association that is formally constituted and not-for-profit.  Proof of Non Profit status may be requested.

Subscription fees for independent freelance fundraisers and/or fundraising consultants and other applicants are R1,000 per annum.

Organisations that are registered and current in their content on the GreaterGood South Africa Trust website pay only R500 per annum for a subscription.

In all instances an organisation’s subscription is a single user subscription only unless a multi-user subscription is requested. A multi-user subscription would apply to an organisation with a number of branches and would give authorised access to the Donor Database to each branch. Multi-user rates are very reasonable. Please advise the site how many users require access to the Site and we will provide you with a quote.

   15.4.2

Invoicing Process and Procedures

Your annual Subscription fee must currently be paid by cheque or direct deposit into the Site's bank account whose details are below.  Invoice numbers must be referenced on your payment so that we can easily track payments belonging to subscribers.

   15.4.3

Registration/Subscription Confirmation

Once confirmation of subscription registration has been received, a subscription invoice will be sent to the e-mail address provided on your registration form. Once your payment has been cleared, a subsequent e-mail will be sent to you confirming your successful registration, the activation of your account, and your Subscription start date.  Note: If you have not received e-mail confirmations during the Subscription process, please notify us by sending an e-mail to info@thefundingsite.co.za

   15.4.4

Annual Subscription payment

You will receive two renewal notices, the first approximately two months prior to the end of your current Subscription year and the second notice approximately one month prior to the end of your current Subscription year. Your payment of the renewal fee set forth in the renewal notice will be required before the end of your current Subscription year, or your Subscription will automatically terminate at that time.

15.5

The following notices will be sent confirming your registration and Subscription information:

   15.5.1

Access to the Subscription Service

Upon the successful completion of your registration process and payment, you may immediately use the Database included in your Subscription through a direct link that will be provided on the email account activation notice. As an active Subscriber, you can access your Subscription at any time by clicking on the link below:
Web Site home page - www.thefundingsite.co.za

15.6

User Name and Password

   15.6.1

Confidentiality - Upon successful completion of your registration and payment process aforesaid, you may enter the Site's Web Site through its home page, using the User Name and Password you chose during the registration process. You will need to enter your User Name and Password at this location each time you use the Database. Your User Name and Password are reserved exclusively for your use. Please keep these confidential in accordance with the terms of this Agreement.

   15.6.2

Forgotten Passwords - Should you forget your Password, please contact the Site. You will be asked to supply the security word chosen during the registration process.

   15.6.3

Account Inquiries - You will be asked to supply your User Name and Password to the Site when you inquire about your account.

15.7

Terminating Your Subscription

   15.7.1

If you wish to terminate your Subscription, you must do so by contacting the Site, in writing, either by sending an e-mail to info@thefundingsite.co.za or writing to: The Funding Site, PostNet Suite 293, Private Bag X16, Constantia, 7848, Cape Town, Western Cape, Republic of South Africa.

   15.7.2

If you terminate your subscription prior to the activation of your account, but after you have received an invoice from The Funding Site and made payment for the subscription, an administration fee of 20% will be levied to cover costs incurred. The balance owing to you will be refunded to your nominated bank account. No interest will be credited to you for the period during which the funds have been held by The Funding Site.

   15.7.3

Termination and your billing cycle
As noted in paragraph 15.4 above, your account is billed and payable in advance each year, on the anniversary of your Subscription commencement date. It is important to note that Subscriptions are not prorated. Once you notify the Site that you wish to terminate your Subscription, the Site will stop invoicing your account starting with the next annual invoicing cycle. Example: if you are on an annual Subscription and your start date is December 15th and you notify the Site on July 15th of the next year to terminate your Subscription, your account would have already been invoiced through the end of your annual cycle (December 14th). You would be able to continue using the Service through the end of your current Subscription period, and your account would be terminated on that date.

   15.7.4

Confirmation of account termination
Once you have notified the Site that you wish to terminate your Subscription, the Site will automatically send a confirmation notice to your e-mail address. This notice will include your Subscription end date; you can save this for future reference.

   15.7.5

Involuntary termination/non-compliance
The Site reserves the right to terminate your Subscription at any time, based on non-compliance with any terms and conditions set forth in this Subscriber Agreement or for any reason which the Site may, in its sole and unfettered discretion, determine.

   15.7.6

Re-subscribing
If you voluntarily terminated your Subscription, you may re-subscribe at any time to any subscription service provided through the Service, as long as your account was in good standing at the time of termination. To do so, visit the Funding Site at www.thefundingsite.co.za, click on the link to Subscribe and follow the instructions.

15.8

Changing Your Account Information
In addition to changes to your account referenced above, such as Usr Name/Password information, you should report any change in your contact information immediately (address, telephone, e-mail address) to the Site.

15.9

Contact Information and Subscription Inquiries
The Site is available to respond to your questions Monday through Friday, between 9:00 a.m. and 5:00 p.m.

1. E-mail - send e-mails to info@thefundingsite.co.za
2. Telephone: (021) 762-7944 / Fax: (021) 762-7065
3. Mail - Send all written correspondence to:
   The Funding Site
   PostNet Suite 293
   Private Bag X16
   Constantia
   7848
   Cape Town
   Western Cape
   Republic of South Africa.

16.

Confidential Information

16.1

For the purposes of this clause and the interpretation of this Agreement "Confidential Information" shall mean all information which:

   16.1.1

pertains to the subscription service disclosed, revealed or exchanged by the Site to the Subscriber, and which pertains to, but is not limited to all intellectual property rights, all trade secrets, all agreements (whether in writing or not) which exist at the time of revealing the content thereof to the Subscriber, the content of all possible future agreements which the Site intends to enter into with any other party, all knowledge obtained by way of research and development, irrespective of whether the aforementioned information that is revealed is applicable to technical, business or financial aspects of the Site;

   16.1.2

any information of whatever nature, which has been or may be obtained by the Subscriber from the Site, whether in writing or in electronic form or pursuant to discussions between the Parties, or which can be obtained by examination, testing, visual inspection or analysis, including, without limitation, scientific, business or financial data, know-how, formulae, processes, designs, sketches, photographs, plans, drawings, specifications, sample reports, models, customer lists, price lists, studies, findings, computer software, inventions or ideas; and

   16.1.3

analyses, concepts, compilations, studies and other material prepared by or in possession or control of the recipient which contain or otherwise reflect or are generated from any such information as is specified in this definition; and

   16.1.4

any dispute between the Parties resulting from this Agreement; and

   16.1.5

any fault or defect in any aspect of the business of the Site, irrespective of whether the Site knows about such a fault or defect.

17.

Obligations of the Subscriber
The Subscriber shall:

17.1

use the Confidential Information referred to in paragraph 16 above only for the Purpose of the Subscription;

17.2

treat and safeguard the Confidential Information as private and confidential;

17.3

ensure proper and secure storage of all Confidential Information;

17.4

not at any time without the prior written consent of the Site:

   17.4.1

disclose or reveal the Confidential Information to any other person or party whatever, other than employees of the Subscriber who are in each case required in the course of their duties to receive and consider the same for the Subscription and who shall be made aware of the obligations of the Subscriber to observe the same restrictions on the use of the Confidential Information as are contained in this Agreement and in respect of whom the undertakings of the Subscriber as contained in this Agreement shall apply and the Subscriber shall take such steps as may be reasonably desirable to enforce such obligations on the part of its employees; or

   17.4.2

disclose or reveal to any person or party whatever either the fact that discussions or negotiations are taking, or have taken, place between the Subscriber and the Site or the content of any such discussions or other facts relating to the Subscription, except where required by law or any governmental, international or regulatory body;

17.5

not at any time use the Confidential Information to solicit or entice away or endeavour to solicit or entice away any suppliers to, customers or any other subscribers to the Site or any employees of the Site, either to join the Subscriber or for any other purpose other than the Subscription service provided to the Subscriber in terms of this Agreement;

17.6

notwithstanding any lesser degree of protection that may otherwise be permissible hereunder, where any Confidential Information may be subject of any National, International or Government Security Regulations, the Subscriber shall, and hereby undertakes to, take such measures as may be required by such Regulations to protect such Confidential Information;

17.7

not in any way force the site to be obliged to disclose, reveal or exchange any information to the Subscriber for purposes other than enabling the Subscriber to fulfil its obligations hereunder to provide the Site with the information required by the Site in terms of this agreement with specific reference to paragraph 8 above.

17.8

not create the impression with or lead any third party to interpret or construe any condition contained in this Agreement, that this Agreement is an Agency Agreement and/or Partnership Agreement and/or any other similar arrangement;

17.9

not allege that this Agreement grants him/her/it, either directly, or by implication, or by estoppel or otherwise a license under any patent or patent application, or that he is entitled to utilise the Confidential Information in any way contrary to the stipulations contained in this Agreement;

17.10

on termination of this Agreement, act with the Confidential Information, in accordance with a Notice delivered to him by the Site and if no such Notice was delivered to the Subscriber, he shall destroy the Confidential Information in a similar manner to which he would destroy information that he would consider to be his own Confidential Information.