TERMS OF USE FOR GUIDESTAR NONPROFIT PROFILE UPDATE PROGRAM, GUIDESTAR PARTICIPATION LOGO, AND GUIDESTAR PARTICIPATION LOGO WIDGET

These Terms of Use ("TOU") are entered into by and between GuideStar USA, Inc., a Delaware non-profit corporation having a place of business at 4801 Courthouse Street, Suite 220, Williamsburg, Virginia 23188 ("GuideStar") and the nonprofit organization entity agreeing to these terms ("you" or "NPO"). This TOU is effective as of the date on which you first place a Bronze, Silver, Gold, or Platinum GuideStar Participation Logo (the "Logo") and/or the GuideStar Participation Logo Widget (the "Widget") on your website by utilizing the HTML code provided to you by GuideStar for this purpose. 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 TOU; (ii) you have read and understood this TOU; and (iii) you agree, on behalf of the party that you represent, to this TOU. This Agreement governs Customer's access to and use of the Logo and the Widget and of Customer's participation in the GuideStar Nonprofit Profile Update Program.

  1. The GuideStar Nonprofit Profile Update Program.

    The GuideStar Nonprofit Profile Update Program is a program offered by GuideStar to NPOs to encourage information sharing with GuideStar and the GuideStar website (the "GuideStar Site") for the purpose of enhancing NPO information transparency and thereby advancing GuideStar's objective of making NPO information accessible to potential donors and grantors to facilitate and encourage giving. NPOs are invited to participate in the GuideStar Nonprofit Profile Update Program, which participation requires NPOs to share certain categories of organization information with GuideStar as set forth on http://learn.guidestar.org/update-nonprofit-report. GuideStar reviews this self-reported information for completeness in accordance with GuideStar's GuideStar Nonprofit Profile Update Program standards. Upon GuideStar's determination that the information submitted by the NPO meets these standards, GuideStar may award such NPO the right to become a GuideStar Nonprofit Profile Update Program participant and to grant to NPO a non-exclusive, revocable, limited right and license to use the Logo and to deploy the Widget within the NPO's website, in each case, subject to these terms and conditions.

    GuideStar may change the terms governing the GuideStar Nonprofit Profile Update Program and/or may terminate or discontinue the GuideStar Nonprofit Profile Update Program at any time and at GuideStar's sole discretion.

  2. NPO Responsibilities

    NPO represents that it owns or otherwise has the rights to all information and data that it provides to GuideStar pursuant to the GuideStar Nonprofit Profile Update Program; that such information is accurate and complete; that such information is not slanderous, defamatory, violative of any third party's proprietary rights (including any right to privacy or publicity); and that such information or the provision thereof to GuideStar does not violate any federal, state or local law or regulation. NPO agrees that it will, on a continuous basis during the term of this TOU (but in no event less frequently than once every 24 months), update such information as necessary to ensure that it remains accurate and that it will continue to comply with the standards established by GuideStar as part of the GuideStar Nonprofit Profile Update Program.

  3. Term

    Term and Termination. The TOU will take effect on the Effective Date (which is the date that NPO (or someone acting on its behalf) claims its GuideStar profile and clicks to accept this TOU) and will continue for the period during which NPO participates in the GuideStar Nonprofit Profile Update Program, so long as NPO continues to comply with the GuideStar Nonprofit Profile Update Program standards and this TOU. Notwithstanding the foregoing, GuideStar may terminate the GuideStar Nonprofit Profile Update Program or this TOU upon ten (10) days written or electronic notice to NPO.

    Termination. GuideStar may suspend or terminate NPO's participation in the GuideStar Nonprofit Profile Update Program and its licenses hereunder immediately if, GuideStar determines or has reason to believe that (a) information provided by NPO is or may be inaccurate, fraudulent or false; (b) the continued display of NPO’s information or the NPO’s continued participation in the GuideStar Nonprofit Profile Update Program may subject GuideStar or any other third party to liability or harm; (c) NPO is subject to a legal, regulatory or other investigation regarding its nonprofit status, its stewardship of funds or any other aspect of NPO’s operations; (d) NPO is utilizing the Logo and/or Widget to commit acts of fraud and/or other criminal activity; (e) NPO is placed on the "Specially Designated Nationals List" maintained by the Office of Foreign Assets Control ("OFAC"); (d) NPO is no longer recognized as a charitable organization by the IRS; and (e) NPO fails to update its information at least once during the twenty-four (24) months following its last update as required for participation in the GuideStar Nonprofit Profile UpdateProgram.

    Upon such termination, GuideStar may remove from the GuideStar Site the NPO information and/or the GuideStar Participation Logo (as it relates to NPO); and NPO shall immediately remove from its website and any other materials the GuideStar Participation Logo and all references to NPO's participation in the GuideStar Nonprofit Profile Update Program.

    Survival of Certain Terms. Upon any termination or expiration of this TOU, those provisions that, by their nature, are intended to be performed after the termination or expiration of the TOU including, without limitation, the ownership, representations and warranties, governing law, indemnification and confidentiality provisions, shall survive such termination or expiration. All other rights, obligations, and licenses set forth herein shall cease upon termination of this TOU.

  4. License to Use NPO Information.

    As a condition of being eligible to participate in the GuideStar Nonprofit Profile Update Program, NPO hereby grants to GuideStar a non-exclusive, royalty free, worldwide, perpetual license to (a) use, reproduce, distribute, create derivative works of, perform and display the information provided by NPO (the "NPO Information") in connection with the development, operation and maintenance of the GuideStar Site; and (b) to modify, sell, publish, transmit, reformat, excerpt, distribute and otherwise use the NPO Information in connection with the GuideStar Site and other products and services offered by GuideStar (whether through the GuideStar Site or via other channels or media) to end users including, without limitation the GuideStar Nonprofit Profile, GuideStar Premium and GuideStar Pro subscriptions, GuideStar Premium Reports, and for sector-specific reports. GuideStar shall have the sole discretion to determine how to display, format and otherwise make the NPO Information available via the GuideStar Site and other GuideStar products and services.

  5. License to the GuideStar Participation Logo and the GuideStar Widget.

    For so long as NPO is a participant in the GuideStar Nonprofit Profile Update Program pursuant to this TOU (and subject to the termination rights set forth in Section 2 above), GuideStar grants to NPO a limited, non-transferable, non-assignable, personal, revocable royalty free license (a) to display a Bronze, Silver, Gold, or Platinum GuideStar Participation Logo on NPO's print communications and publications, NPO's e-mail communications, and online communications and publications; and (b) to install, display and publish the GuideStar Widget within NPO's website. NPO will display the GuideStar Participation Logo and the GuideStar Widget in the exact form and format provided by GuideStar and will include all trademarks, service marks, copyright notices and other proprietary notices supplied by or required by GuideStar. NPO will not combine the GuideStar Participation Logo or the GuideStar Widget with any other trademark or service mark (including NPOs marks and any third party marks). NPO acknowledges that, except for the license expressly granted in this TOU, NPO shall not acquire any right, interest or title to the GuideStar Participation Logo or the GuideStar Widget. NPO further acknowledges that all goodwill arising out of the use by NPO of the GuideStar Participation Logo or the GuideStar Widget will inure to the sole benefit of GuideStar. NPO agrees not to register with any domestic or foreign governmental or quasi-governmental authority any marks or names which would be likely to cause confusion with any of the GuideStar trademarks, service marks or logos incorporated in the GuideStar Participation Logo or the GuideStar Widget.

  6. Proprietary Rights

    Ownership. NPO agrees and acknowledges that GuideStar owns and will continue to own all right, title, and interest in and to the GuideStar Participation Logo and the GuideStar Widget and all related intellectual property rights. GuideStar reserves all rights in and to the GuideStar Widget and the GuideStar Participation Logo.

    Restrictions. In additions to the limitations set forth in Section 5 above, NPO agrees not to, either directly or indirectly, (i) modify or change the GuideStar Participation Logo or the GuideStar Widget; (ii) create derivative works from or other works incorporating the GuideStar Participation Logo or the GuideStar Widget; (iii) make unauthorized copies of the GuideStar Participation Logo or the GuideStar Widget; or (iv) use the GuideStar Participation Logo or the GuideStar Widget other than as intended and directed by GuideStar in connection with its integration with NPO's website and/or e-mail correspondence. NPO agrees not to remove, alter, cover or obfuscate any copyright notices, logo or other proprietary rights notices or proprietary mark placed or embedded by GuideStar on or in the GuideStar Participation Logo or the GuideStar Widget.

    Responsibility for NPO Site and Actions. NPO will remain solely responsible for the content of its website and for the e-mail correspondence it issues incorporating the GuideStar Participation Logo. NPO will not include in its website or in any e-mails bearing the GuideStar Participation Logo any information that is unlawful, infringing, defamatory, or otherwise inappropriate, in GuideStar's sole discretion. NPO will not use the GuideStar Participation Logo or the GuideStar Widget in connection with anything other than nonprofit activities.

  7. Limitation of Warranty and Liability

    No Warranty of Accuracy. GuideStar does not warrant or guarantee the accuracy, quality, completeness, currency, or validity of any information on the GuideStar Site (including, without limitation, database accessible via the GuideStar Site and its content) or linked from the GuideStar Site. Certain descriptive information is derived from IRS Forms 990, Forms 990-EZ, and Forms 990-PF filed by the NPOs or their voluntary responses to a GuideStar questionnaire. The financial data are taken from the IRS Business Master File, IRS Forms 990, Forms 990-EZ, Forms 990-PF, or information provided to GuideStar by NPOs that are not required to file returns with the IRS. GuideStar does not edit or control the financial information it receives, although it may (in its sole discretion) note obvious mathematical errors that it believes may exist in the materials as received by it. Further, certain areas of the GuideStar Site provide end users the ability to submit content such as reviews of NPOs. GuideStar does not warrant and expressly disclaims responsibility for such third party user generated content, including the accuracy or completeness of such content. Due to, among other things, the possibility of human and/or mechanical error, GuideStar shall not be responsible for any errors or omissions on the GuideStar Site. GuideStar makes no representations as to the accuracy or integrity of the information contained therein.

    Warranty Disclaimer. THE GUIDESTAR SITE, THE GUIDESTAR NONPROFIT PROFILE UPDATE PROGRAM, THE GUIDESTAR WIDGET, AND THE GUIDESTAR PARTICIPATION LOGO ARE PROVIDED TO NPO ON AN "AS IS" AND "AS AVAILABLE" BASIS. GUIDESTAR DISCLAIMS ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL, OR WRITTEN) WITH RESPECT THERETO AND WITH RESPECT TO ANY SUPPORT RELATED THERETO, INCLUDING ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE, ACCURACY OF DATA, AND WARRANTIES ARISING FROM A COURSE OF DEALING. NPO ACKNOWLEDGES THAT GUIDESTAR IS NOT AND WILL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM OR IN CONNECTION WITH THE USE OF THE GUIDESTAR SITE, THE GUIDESTAR NONPROFIT PROFILE UPDATE PROGRAM, THE GUIDESTAR WIDGET, AND THE GUIDESTAR PARTICIPATION LOGO.

    Disclaimer of Consequential Damages. IN NO EVENT WILL GUIDESTAR BE LIABLE TO NPO OR ANYONE ELSE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT GUIDESTAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

    Maximum Liability. IN NO EVENT SHALL GUIDESTAR'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS TOU, THE GUIDESTAR NONPROFIT PROFILE UPDATE PROGRAM OR THE LICENSES GRANTED HEREUNDER OR ANY TERMINATION OF ANY OF THE FOREGOING, EXCEED $1,000. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

    Reasonable Allocation of Risk. NPO understands and agrees that the limitations of liability set forth in this Section are a reasonable allocation of risk between NPO and GuideStar. NPO agrees that absent such allocation, GuideStar would not be able to offer the licenses hereunder or the GuideStar Nonprofit Profile Update Program. The limitations of liability provided in this TOU shall apply notwithstanding any failure of essential purpose of any limited remedy provided herein.

    Indemnity. NPO agrees to indemnify, defend (at GuideStar's request), and hold harmless GuideStar, its affiliates, officers, directors, employees, consultants, and agents from any and all liability and expenses (including reasonable attorneys' fees) arising out of NPO's unauthorized use of the GuideStar Participation Logo or the GuideStar Widget, NPO's website, NPO's e-mail communications, or NPO's violations of any applicable laws or regulations (including, without limitation, any violation of the CAN SPAM Act).

  8. General Provisions

    Governing Law and Jurisdiction. This TOU is and will be governed by and construed under the law of the Commonwealth of Virginia, without regard to principles of conflict of laws. NPO and GuideStar agree to submit to the exclusive jurisdiction of the courts located within the Eastern District of Virginia to resolve any legal matter arising from this TOU, the GuideStar Nonprofit Profile Update Program or NPO's relationship with GuideStar.

    Entire Agreement. This TOU constitutes the entire agreement and understanding of the parties relating to the subject matter hereof.

    Severability. If any provision of this TOU is held to be invalid by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect.

    No Waiver. The failure of either party to enforce at any time any of the provisions of this TOU will in no way be construed to be a present or future waiver of such provisions.

    Assignment and Binding Effect.NPO agrees not to transfer or assign its rights or obligations under this TOU without the prior written consent of GuideStar. GuideStar may assign its rights and obligations under this TOU without NPO's consent.