Terms of Use and Agreement

Modified June 1, 2006

By using this website and subdomain on MyFundRazor.org, you signify your agreement with the conditions and terms of use outlined below. If you do not agree to these terms of use, please contact us to cancel your service and e-commerce portal provided by MyFundRazor.org. Your acceptance of these terms below and your agreement to be bound by them is a requirement of and a prerequisite of your access to this site.

THIS WEBSITE MAINTENANCE AGREEMENT (Agreement) is entered by and between the non-profit organization or organization who use this website, subdomain, and e-commerce portal, hereinafter referred to as “Organization,” and Free Educational Publications International, Inc., a Maryland corporation, hereinafter referred to as “FEP.”Free Educational Publications International, Inc., a Maryland corporation, hereinafter referred to as “FEP.”

Recitals

i. Organization is an entity that has a significant patronage. Organization wishes to offer the opportunity to acquire commonly purchased goods via an e-commerce portal, which would in turn generate a commission from each transaction that would be paid to Organization by the vendor.

ii. FEP is a Maryland corporation that, inter alia, owns and operates an e-commerce portal commonly known as MyFundRazor.org (FEP) with the Internet domain name www.myfundrazor.org (FEP Website).

iii. Organization wishes to retain FEP’s services to design and maintain on the FEP Website a unique domain for Organization’s patronage, and FEP has indicated its willingness to design and maintain such unique domain for Organization as set forth in this Agreement.

iv. In addition to Organization’s unique domain on the FEP Website, which may be created as a consequence of this Agreement, Organization may have its own website, hereinafter referred to as “Organization Website,” that Organization owns and operates. No part of this Agreement shall be construed to create or provide FEP an equitable or legal interest in the Organization Website.

IN CONSIDERATION of the Recitals, and the exchange of promises in this Agreement, the receipt, sufficiency, and adequacy of which are hereby acknowledged, the parties agree:

1. Term.

(a) The term of this Agreement shall be continuous, unless and until either party properly terminates this Agreement. Either FEP or Organization may terminate this Agreement with seven (7) days notice, except as provided in Section 1(b) below. All notices required in this section shall be provided in accordance with § 4 of this Agreement.

(b) Termination of this Agreement will release Organization and FEP from all further obligations and liabilities to the other party occurring or arising after the date of termination.

2. Consideration for the Agreement

(a) FEP shall perform all necessary Services, as defined below.

(b) For the purposes of this Agreement, “Services” shall mean:

(i) Design of a unique domain that will be available through FEPWebsite, including the maintenance of site icons and photographs or illustrations to add color and interest to the web-pages;

(ii) Host Organization’s unique domain on a server of FEP’s choosing;

(ii) Maintain all text and information on FEP Website on an as needed basis;

(iii) Review the contents of FEP Website, including checks for browser and server errors.

(c) Organization is offered the opportunity to earn a commission for referring unique customers to Organization’s unique domain on the FEP Website (i) who click on a Link to a Destination Site (“Destination Site”), and (ii) who complete a transaction required under the program on the Destination Site. FEP will pay Organization Seventy Percent (70%) of the commission earned from each transaction. Organization acknowledges that, even though its proportionate share of a gross commission will not change during Term of this Agreement, the actual amount of commission paid by the Destination Site may be subject to change, and that FEP has no control over the amount of commission paid by the Destination Site to FEP.

(d) Organization shall be paid its commission pursuant to the following schedule of payments:

(i) Subject to (ii) of this § 2(d) of the Agreement, the Organization’s commission shall be paid by check or PayPal.com on a quarterly basis by the Tenth Day of the following months: April, July, October, and January.

(ii) FEP shall be permitted to offset from the scheduled payments identified in (i) of this § 2(d) of the Agreement, Seventy Percent (70%) of any gross commission that is charged back to FEP because of a returned product purchased from a Destination Site, which shall be deducted from the next scheduled payment. Thus, by way of illustration and not limitation, if a compact disk player was purchased from a Destination Site that created a gross commission of $100, and such item is returned 30 days later, FEP must refund $100 to the Destination Site, of which $70 may be deducted from payments due to Organization under (i) above. If Organization does not have sufficient residual or retained commissions to cover the charge back, Organization shall remain liable to FEP for the balance of the un-reimbursed charge back, and such obligation shall survive the termination of this Agreement.

(iii) Each month Organization earns any commissions under § 2(d)(i), or has any commissions being retained pursuant to § 2(d)(ii), FEP shall give Organization an accounting of commissions earned or withheld. Such accounting may be provided in any reasonable manner determined by FEP, and such accounting need not be rendered by a certified public accountant or other professional accountant.

(e) Commissions will be paid to Organization by FEP on behalf of other Third Parties. Organization acknowledges that FEP has no control over the commission rate, any charge-backs that occur from customer returns, or changes set forth concerning the compensation policies by other Third Parties. Other than the payment of commissions, Organization shall have no claims to any additional compensation, commissions, or business derived by or through a Destination Site or the FEP Website.

3. Contract Novation. [Deleted by Intention].

4. Notices. Any notice, demand or communication required, permitted, or desired to be given by the Terms of this Agreement shall be deemed effectively given when personally delivered or mailed by prepaid certified mail.

If to Organization,

_______________________

If to FEP, Robert Jay Feldman

Vice President of Legal Affairs

521 Cider Press Court

Joppa, Maryland 21085

The parties hereto hereby covenant to keep the other party reasonably apprised of any changes of address.

5. Limitation of Liability; Disclaimer; Indemnification.

(a) Except as expressly set forth in this Agreement, neither party hereto SHALL BE LIABLE TO ANY USER OR ANY THIRD PERSON AS A RESULT OF USE OF THE SITE BY A USER, OR AS A RESULT OF ANY POSTING OR INFORMATION CONTAINED IN OR DISCERNABLE FROM THIS SITE, for any claim of any kind, including defamation, disclosure of confidential information, negligence, or any other claim, no matter where brought or how the claim arises. There are no other warranties, and each party shall hold the other harmless for loss of profits or customers due to uncontrollable and unforeseen events, disasters, and Internet outages. FEP will make reasonable efforts to restore service in the event of interruption of service. There are not additional warranties and FEP’s services are provided “AS IS” and “AS AVAILABLE.”

(b) Organization acknowledges that FEP is agreeing to provide a service to Organization. No goods, regardless of whether they are tangible or intangible, are contemplated to be provided to Organization under the Agreement. Notwithstanding the foregoing, FEP expressly disclaims any warranty of merchantability or fitness for a specific purpose.

6. Required Acts; Choice of Law; Jurisdiction.

(a) The parties to this Agreement acknowledge that FEP’s principal place of business and state of incorporation are in the state of Maryland . The last act necessary for this Agreement to become operative shall occur after the contract has been received, accepted, and executed by an authorized officer of FEP at its principal place of business.

(b) Organization irrevocably consents to all disputes arising from this Agreement being resolved by a state or federal court of competent jurisdiction in either Baltimore City or Baltimore County , Maryland .

(c) In construing this Agreement, any questions of law shall be resolved by applying the common and statutory law, as amended or modified from time to time, of the state of Maryland.

7. Service Representatives.

(a) Organization may have had, or may in the future, have contact with a Service Representative from FEP . The purpose of the Service Representative is to explain the Services provided by FEP , describe the fee structure outlined in this Agreement , and to assist Organization with the provision of Services as contemplated in this Agreement .

Organization acknowledges that:

(i) The Service Representative is not authorized or empowered to enter into any agreements on behalf of FEP ;

(ii) The Service Representative is FEP’s independent contractor and not an employee of FEP . FEP has no right to control or direct the behavior of the Service Representative.

(iii) The Service Representative is paid a portion of the net commission received by FEP for the services provided in this Agreement. Organization shall have no responsibility for the payment of Service Representative’s commission.

8. Miscellaneous.

(a) If any party retains counsel for the purpose of enforcing or preventing the breach of any provision of this Agreement, including, but not limited to institution of any action or proceeding at law or in equity to enforce any provision of this Agreement, or for damages by reason of any alleged breach of any provision of this Agreement, or for a declaration of such party's rights or obligations under this Agreement, or for any other judicial remedy, then the prevailing party shall be entitled to be reimbursed by the losing party for all costs and expenses incurred by such action, including, but not limited to, reasonable attorney's fees, expert fees, court costs, and costs for the services rendered to such prevailing party.

(b) Each of the parties agrees to execute such other and further instruments and to perform such acts as may be reasonably required or desirable to effectuate the purposes of this Agreement.

(c) Whenever the masculine gender is used herein, it shall also mean the feminine gender, where appropriate, and the plural shall mean the singular, where appropriate, and vice versa.

(d) As to these covenants and promises, the parties hereto severally bind themselves, their heirs, personal representatives, and assigns.

(e) This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party who caused it to be drafted. The individual clauses of this Agreement are to be construed as being severable and independent of each other. To the extent that any one provision of this Agreement is deemed unenforceable, the parties agree they shall continue to be bound by the remaining terms of the Agreement .

(f) This Agreement contains the entire understanding between the parties. No modification or waiver of any of the terms of this Agreement shall be valid unless made in writing and signed by the parties.

(g) The parties covenant not to seek modification of this Agreement in any court proceeding and they further expressly covenant the provisions of this Agreement shall not be subject to court modification.

(h) The covenants in this Agreement on the part of the parties are the essence of this Agreement; they shall be construed as independent of any other provisions of this Agreement, and the existence of any claim or cause of action of by any party against another party hereto, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of these covenants and obligations set forth herein.

(i) No promissory inducement which is not expressly set forth in this Agreement has been made to any party executing this Agreement, and no party to it is relying on any statement or representation which is not expressly set forth in this Agreement made by any person, firm or corporation hereby Agreement, or any agent or person representing them or any of them, whatsoever.

(j) The invalidity or unenforceability of any one or more phrases, sentences, clauses, or sections in this Agreement, shall not affect the validity or enforceability of the remaining portions of this Agreement, or any part thereof.

(k) The parties acknowledge they have been given ample opportunity to discuss this Agreement with independent counsel, that they have read it, understood its terms and conditions, and have signed it voluntarily.

(l) The parties waive trial by jury in any action or proceeding arising out of or in any way pertaining to this Agreement. It is agreed and understood that this waiver constitutes a waiver of trial by jury of all claims against all parties to such actions or proceedings, including claims against parties who are not parties to this Agreement. This waiver is knowingly, willingly and voluntarily made by the parties, and they hereby represent that no representations of fact or opinion have been made by any individual to induce this waiver of trial by jury or to in any way modify or nullify its effect. They parties further represent they have had the opportunity to consult with counsel of their own choosing prior to signing this Agreement and in the making of this waiver by independent legal counsel, selected of their own free will, and they have had the opportunity to discuss this waiver with counsel.

(m) This Agreement and the execution and delivery hereof by FEP and Agreement, and the consummation of the transactions herein provided, shall have been duly authorized and approved by the Board of Directors of Organization, and do not violate any provision of Organization's Articles of Incorporation or Bylaws, or any agreement as to which FEP or Organization are parties or are otherwise bound and will constitute valid and binding obligations of FEP and Organization enforceable against them in accordance with their respective terms. No consent or governmental approval is required in connection with the consummation of the transactions contemplated hereby.

(n) The persons executing this Agreement on behalf of the respective corporate parties hereby represent and warrant they are authorized to execute this Agreement as the act of their respective bodies corporate.

(o) No failure or delay by FEP to insist upon the strict performance of any term, condition, covenant, or agreement of this Agreement, or to exercise any right, power, or remedy consequent upon a breach thereof, shall constitute a waiver of any such term, condition, covenant, or agreement or of any such breach, or preclude FEP from exercising any such right, power, or remedy at any later time or times.

(p) All headings anywhere contained in this Agreement are intended for convenience of reference only and are not to be deemed or taken as a summary of the provisions to which they pertain or as a construction thereof.

-- END OF AGREEMENT --