GuideStar Research Fundamentals/Research Fundamentals Plus License Agreement
PLEASE NOTE THAT SUBSCRIPTIONS PURCHASES ARE NON-REFUNDABLE (SUBJECT TO TERMS OF APPLICABLE PRODUCT LICENSE AGREEMENT).
This LICENSE AGREEMENT is made by and between Foundation Center, dba Candid ("Candid" or "We"), and You. This License Agreement shall be effective upon Your acceptance of this Agreement by clicking on the button marked "I Accept" and paying the associated fee. This License Agreement amends, and is incorporated by reference within, the terms of Your User Agreement with Candid for so long as this License Agreement remains in effect. In the event of a conflict between this License Agreement and the User Agreement as to the subject matter of this License Agreement, the terms of this License Agreement will control. In exchange for the covenants exchanged herein and for other good and valuable consideration, the receipt and sufficiency of which each party hereby acknowledges, the parties agree as follows:
- Acceptance. READ THE TERMS AND CONDITIONS HEREIN CAREFULLY BEFORE CONTINUING OR USING THE GUIDESTAR RESEARCH FUNDAMENTALS/RESEARCH FUNDAMENTALS PLUS DATA SETS (DEFINED BELOW). IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR OTHERWISE USE THE GUIDESTAR RESEARCH FUNDAMENTALS/RESEARCH FUNDAMENTALS PLUS DATA SETS. BY CLICKING ON THE BUTTON MARKED "I ACCEPT" AND CONTINUING TO USE THE GUIDESTAR RESEARCH FUNDAMENTALS/RESEARCH FUNDAMENTALS PLUS DATA SETS, YOU ACKNOWLEDGE THAT YOU HAVE READ AND ACCEPTED THESE TERMS AND CONDITIONS AND THIS LICENSE AGREEMENT. IF YOU ARE ACCEPTING ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT (I) YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER OR THE APPLICABLE ENTITY TO THIS LICENSE AGREEMENT; AND (II) YOU AGREE, ON BEHALF OF THE PARTY THAT YOU REPRESENT, TO THIS LICENSE AGREEMENT.
- License. Upon Your acceptance of this License Agreement and payment of the initial associated fee, You are granted a limited, non-exclusive, non-perpetual and nontransferable license (the "License") to access the fee-based, subscription-based features and services from time to time designated individually and collectively on the Candid Site as “GuideStar Research Fundamentals/Research Fundamentals Plus” data sets subscription for the term selected by You when You purchased Your subscription License using the "Shopping Cart" feature of the Candid Site, subject to the pricing, feature descriptions and access terms set forth on the Product Description Page that appears prior to the consummation of your purchase. As used herein, the term “Research Fundamentals/Research Fundamentals Plus” is a compilation of specific data derived from the IRS list of primarily Section 501(c) organizations and from the tax forms that Section 501(c) entities file on an annual basis with the IRS either through the Form 990 or the Form 990-EZ. Candid will provide this file in .CSV format. You are granted access to Research Fundamentals/Research Fundamentals Plus hereunder only as an individual faculty member, staff and students of non-profit educational institutions who are engaged in research activities or teaching classes (“Licensee”) that require use of the information contained in Research Fundamentals/Research Fundamentals Plus. Licensee agrees to use Research Fundamentals/Research Fundamentals Plus for a specific non-commercial research and/or academic course work purposes only. Licensee may not use Research Fundamentals/Research Fundamentals Plus for commercial purposes. Persons or organizations wishing to obtain access for more than one subscriber must obtain an Enterprise License Agreement. While Your License is in effect, You are permitted to access and use Research Fundamentals/Research Fundamentals Plus for the Permitted Uses specified in the User Agreement. All terms, conditions and restrictions on access to and use of the Candid Site as set forth in the User Agreement remain in full force and effect. For purposes of this License Agreement, any reference in the User Agreement to the Candid Site shall be deemed to include a reference to Research Fundamentals/Research Fundamentals Plus. For avoidance of doubt, the pricing, term of access and other applicable features of each Research Fundamentals/Research Fundamentals Plus will be set forth on the Product Description Page. Please review the Product Description Page carefully prior to consummating your purchase, as the product descriptions and features may change from time to time. Any publication of research by the Licensee that relies on this Data Set shall cite Candid as the source.
Charges and Fees; Billing and Automatic Renewals.
Charges and Fees. You agree as follows:
i. You agree that the term of Your License shall be for the period (which may be monthly, yearly, Pay as You Go or such other period as may then be offered by Candid) selected by You when You purchased such License using the "Shopping Cart" feature on the Candid Site, as such initial monthly, yearly, Pay as You Go or other term may from time to time be renewed pursuant to Section 3.b. below. For the avoidance of doubt, if you have selected a term other than monthly or yearly for Your License, any reference in the User Agreement or this License Agreement to a monthly or yearly term with respect to Your License shall be deemed to refer to such other term.
ii. You agree to pay, using a valid credit card, the fixed and periodic charges and fees in effect from time to time with respect to Your License (whether monthly, yearly, Pay as You Go or otherwise, as applicable based on the term of Your License) to Research Fundamentals/Research Fundamentals Plus, as may then be set forth on the Candid Site.
iii. You agree to maintain and promptly update Your Registration Data to keep it accurate. Without limiting any other provision of this Agreement, if You provide any information that is untrue, inaccurate, or incomplete, or We have reasonable grounds to suspect that such is the case, We reserve the right to suspend or terminate Your user account, License or subscription and refuse any and all current or future use by You of the Candid Site (or any portion thereof), Research Fundamentals/Research Fundamentals Plus or any of our other Fee-Based Products.
Billing and Automatic Renewals.
i. By using Research Fundamentals/Research Fundamentals Plus, You are expressly agreeing that We are permitted to bill You a License fee. The License fee will be billed for Research Fundamentals/Research Fundamentals Plus at the beginning of your subscription License term and of each renewal term thereafter unless and until You cancel Your subscription License.
ii. As used in this License Agreement, "billing" shall indicate a charge against the credit card account number you provided when You subscribed to Research Fundamentals/Research Fundamentals Plus.
iii. Your subscription License will automatically renew at the end of the then-current initial term or renewal term, without prior notice to You, unless and until You cancel Your License or We terminate it. The billing and renewal term of Your License will depend on the term You chose. Unless Your License is so canceled or terminated, You will be billed on the first day of each successive renewal term, whether such renewal term is a monthly term, yearly term or other term selected by You when You purchased Your License. You must cancel Your subscription License before it renews in order to avoid billing of the next renewal License fees to Your credit card.
iv. We will automatically charge Your credit card at the start of each renewal period, unless You terminate or cancel Your subscription License before the relevant renewal period begins. Each time You use Research Fundamentals/Research Fundamentals Plus, You shall be deemed to reaffirm Your agreement that We may charge Your credit card.
v. We reserve the right to change fees payable under, and other terms of, this License Agreement for any renewal term.
vi. In the event we cannot at any time charge Your credit card, we reserve the right to terminate Your access to the Research Fundamentals/Research Fundamentals Plus subscription without notice.
- Accuracy and Warranty Disclaimers. Without limiting any provision of Your User Agreement (as amended by this License Agreement), You and Your Authorized User(s) (if any) acknowledge and agree that Candid does not warrant or guarantee the accuracy, quality, completeness, currency or validity of any information contained in the Research Fundamentals/Research Fundamentals Plus subscriptions.
- LIMITATIONS ON LIABILITY. WITHOUT LIMITING ANY PROVISIONS OF YOUR USER AGREEMENT (AS AMENDED BY THIS LICENSE AGREEMENT), IN NO EVENT SHALL CANDID’S TOTAL CUMULATIVE LIABILITY WITH RESPECT TO THIS LICENSE AGREEMENT EXCEED THE PURCHASE PRICE PAID FOR THE RESEARCH FUNDAMENTALS/RESEARCH FUNDAMENTALS PLUS SUBSCRIPTION.
Term and Termination.
- This Agreement will remain in effect for the period specified in the Shopping Cart.
- Candid may terminate Your License to Research Fundamentals/Research Fundamentals Plus at any time, with or without cause, by giving You written notice of termination; provided that if Candid terminates Your License without cause, You shall be entitled to a prorated refund of the fees billed to Your credit card or otherwise paid by You with respect to the then-current initial or renewal term of this License, as applicable.
- You may terminate Your subscription License, with or without cause, by giving Candid written notice of termination or by canceling through Your subscription-management page on the Candid Site, and ceasing all use of the Research Fundamentals/Research Fundamentals Plus subscription, and all use of the Candid Site excepting uses expressly permitted under the User Agreement. If you terminate Your License with Candid without cause, You shall not be entitled to any refund of the fees billed to Your credit card or otherwise paid by You with respect to the License.
- If You claim that We are in breach of this Agreement, Your sole remedies shall be: (i) (A) restoration of the license as contemplated by this Agreement in accordance with the terms and conditions hereof; or (B) termination of this Agreement; and, as appropriate, (ii) a refund of a portion of the fee paid by You with respect to the then-current initial or renewal term reflecting Your actual proven damages.
- Termination or expiration of Your License means You and Your Authorized User(s) (if any) may no longer exercise the additional rights granted by this License Agreement, including, without limitation, the rights to access and use the Research Fundamentals/Research Fundamentals Plus subscription, but shall not in itself cause termination or expiration of the User Agreement. You may continue to use information and materials You downloaded or printed prior to termination or expiration of this License Agreement, but any such use remains subject to the ownership, intellectual property and other terms and restrictions of this License Agreement (which survive the termination of this License Agreement and remain in full force and effect) and the User Agreement.
Governing Law and Other.
- This Agreement, and all other aspects of You and Your Authorized User(s) (if any) use of the Research Fundamentals/Research Fundamentals Plus subscriptions, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws rules. All claims and disputes arising out of this Agreement or your use of the Research Fundamentals/Research Fundamentals Plus subscriptions shall be submitted to and resolved by binding arbitration, pursuant to the Rules and Regulations, and under the auspices of the American Arbitration Association. Any arbitration proceeding shall take place in the Borough of Manhattan, New York, New York. No demand for arbitration or action of any kind or nature arising out of this Agreement, or out of any use of the Research Fundamentals/Research Fundamentals Plus subscriptions by You and Your Authorized User(s) (if any), shall be brought by You and Your Authorized User(s) (if any) more than one year after the date on which the cause of action first arises. Judgment upon the award rendered by the arbitrator may be entered in, and enforced by, and each Party to this Agreement submits to the exclusive personal and subject matter jurisdiction of, the state and federal courts sitting in the Borough of Manhattan, New York, New York, and waives any jurisdictional, venue, or inconvenient forum objections to such courts. In any arbitration proceeding or action to enforce the arbitrator's award, the prevailing party will be entitled to costs and attorneys' fees.
- If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
- Waiver of any provision herein shall not be deemed a waiver of any other provision herein, nor shall waiver of any breach of this Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
- Failure by Candid to enforce any provision(s) of this Agreement shall not be construed as a waiver of any provision or right.
- This License Agreement and its associated invoice(s), as they together amend Your basic User Agreement with Candid, constitute the entire agreement between You and Candid with respect to the subject matter of this License Agreement. This License Agreement may not be modified except in accordance with the section of Your User Agreement entitled "Modification of this User Agreement".
I HAVE READ THIS LICENSE AGREEMENT AND AGREE TO ALL THE PROVISIONS ABOVE.