Last updated: June 25, 2021
This TOU is effective and you agree to accept the terms hereunder as of the earlier date (the “Effective Date”) on which you (i) claim your GuideStar profile and click to accept this TOU or (ii) first place a Bronze, Silver, Gold, or Platinum Seal of Transparency/GuideStar Participation Logo (the "Logo") and/or the GuideStar Participation Logo Widget (the "Widget") on your website by using the HTML code provided to you by Candid for this purpose.
If you are accepting this TOU 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 TOU governs NPO's access to and use of the Logo, the Widget, and of NPO's participation in the GuideStar Profile program. NPO’s participation in such program may require NPO to contract directly with third party service providers in order to receive certain functionality and related services (“Third Party Services”) as further described in Section 7 of this TOU.
The GuideStar Profile program
The GuideStar Profile program is a program offered by Candid to NPOs to encourage information sharing with Candid and all sites related to Candid including the GuideStar website (collectively the “Sites”) for the purpose of enhancing NPO information transparency and of making NPO information accessible to potential donors and grantors to facilitate and encourage giving. NPOs are invited to participate in the GuideStar Profile program, which participation requires NPOs to share certain categories of organization information as set forth on https://learn.guidestar.org/hubfs/2021-guidestar-profile-standard.pdf (the “NPO Information”). Candid may, but is not required to, review the NPO Information for completeness, accuracy, and legibility in accordance with the GuideStar Profile program standards, which Candid may change in its sole discretion from time to time. Upon receipt of the NPO Information, Candid may award such NPO the right to become a GuideStar Profile program participant. Further, if Candid determines that such NPO Information meets Candid’s standards necessary to be awarded use of the relevant Logo and Widget, Candid hereby grants NPO a limited right and license in accordance with Section 5 of this TOU, to use the applicable Logo and to deploy the Widget within the NPO’s website, in each case, subject to this TOU. In the event Candid becomes aware or otherwise determines in its sole discretion that the NPO Information does not meet GuideStar’s Profile program standards, Candid will provide NPO with notice thereof and an opportunity to provide corrected NPO Information within ten (10) business days of the date of such notice (the “Re-Submission Period”). In the event Candid, in its sole discretion, does not receive NPO Information sufficient to meet its Profile program standards by the end of the Re-Submission Period, it may take any action as set forth in Section 3 of this TOU.
Candid may change the terms of this TOU and the GuideStar Profile program and/or may terminate or discontinue the GuideStar Profile program and this TOU at any time, at Candid’s sole discretion, and with or without cause or notice.
NPO represents that it owns or otherwise has the rights to all NPO Information and data that it provides to Candid pursuant to the GuideStar Profile 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 Candid does not incite violent or illegal activities or violate any federal, state or local law or regulation, including those laws regarding “hate speech” or similar equivalents thereto. 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 Candid as part of the GuideStar Profile program.
NPO will remain solely responsible for the content of its website and for the e-mail correspondence it issues incorporating the Logo. NPO will not include in its website or in any e-mails bearing the Logo or Widget any information that in Candid’s sole discretion, is unlawful, infringing, defamatory, or otherwise inappropriate. NPO will not use the Logo or the Widget in connection with anything other than nonprofit activities.
Unless exempt from applicable laws that otherwise prohibit such discrimination, NPO represents and warrants that the NPO does not discriminate against any person or group of people in its hiring and employment practices, codes of conduct, programs, services or in any other aspect of its operations or activities on the basis of that person or group of people’s personal characteristics or attributes. For clarity, discrimination, as defined includes, but is not limited to; hiring and employment policies or practices that discriminate against a person or group of people on the basis of their sexual orientation or gender identity, even if such policies and practices are permitted under applicable law.
Term and Termination. The TOU will take effect on the Effective Date and will continue for the period during which NPO participates in the GuideStar Profile program, unless terminated earlier in accordance with the terms of this TOU.
Removal of NPO Information, Suspension, and Termination. Candid may immediately remove NPO Information; as well as suspend or terminate NPO’s participation in the GuideStar Profile program (including its use of Third Party Services and licenses thereunder), if Candid determines, in its sole discretion, or has any reason to believe that (a) NPO failed to deliver NPO Information sufficient to meet the GuideStar Profile program standards by the end of the Re-Submission Period; (b) the continued display of NPO Information or the NPO’s continued participation in the GuideStar Profile program may subject GuideStar or any other third party to liability or harm; (c) NPO (or any director or officer of NPO or any member of NPO’s executive staff (each, an “NPO Representative”)) 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 dishonesty, misrepresentation, 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”); (f) NPO is no longer recognized as a charitable organization by the IRS or any other government entity with jurisdiction over NPO; (g) 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 Profile program; (h) NPO or any NPO Representative is accused of committing, or has been convicted of crimes relating to acts of dishonesty, misrepresentation, fraud and/or other criminal activity; (i) NPO is or becomes engaged in a foreign state-owned enterprise; (j) NPO or any NPO Representative is or becomes associated with politically exposed persons or persons engaged in activities that Candid, in its sole discretion, determines are high risk; (k) NPO or any NPO Representative is subject to adverse media content; or (l) for any other reason Candid deems necessary.
In addition to Candid’s rights set forth above, if Candid elects to terminate the NPO’s participation in the GuideStar Profile program (and all Third-Party Services and licenses provided thereunder), Candid may remove the NPO Information and/or the Logo (as it relates to NPO) from any or all of its Sites and the NPO shall immediately remove from its website the Logo, the Widget, and all references to NPO’s participation in the GuideStar Profile program. The foregoing is in addition to any other remedies that Candid may have at law, in equity or under this or any other agreement with NPO.
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.
License to Use NPO Information.
License to the Logo and the Widget.
Subject to Section 3 and to the limitations set forth herein specifically in this Section 3 and this TOU in general, for so long as NPO is a participant in the GuideStar Profile program pursuant to this TOU (and subject to the termination rights set forth in Section 3 above), Candid grants to NPO a limited, non-transferable, non-sublicensable, non-assignable, personal, revocable royalty free license (a) to display a 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 Widget within NPO’s website. NPO will display the Logo and the Widget in the exact form and format provided by Candid and will include all trademarks, service marks, copyright notices and other proprietary notices supplied by or required by Candid. NPO will not combine the Logo or the Widget with any other trademark or service mark (including NPOs marks and any third party marks).
Ownership. NPO agrees and acknowledges that Candid owns and will continue to own all right, title, and interest in and to the Logo and the Widget and all related intellectual property rights. Candid reserves all rights in and to the Widget and the 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 Logo or the Widget; (ii) create derivative works from or other works incorporating the Logo or the Widget; (iii) make unauthorized copies of the Logo or the Widget; or (iv) use the Logo or the Widget other than as intended and directed by Candid 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 Candid on or in the Logo or the Widget.
Third Party Services
Limitation of Warranty and Liability
No Warranty of Accuracy. Candid does not warrant or guarantee the accuracy, quality, completeness, currency, or validity of any information on its Sites (including, without limitation, database accessible via its Sites and their content) or linked from the its Sites. 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 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 Candid by NPOs that are not required to file returns with the IRS. Candid 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 Sites provide end users the ability to submit content such as reviews of NPOs. Candid 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, Candid shall not be responsible for any errors or omissions on its Sites. Candid makes no representations as to the accuracy or integrity of the information contained therein.
Third Party Services Warranties. Any warranties, if any, accompanying the Third Party Services are the responsibility of the third party service provider and are contained in such service provider’s terms and conditions provided to NPO.
Warranty Disclaimer. ALL OF CANDID’S SITES INCLUDING THE GUIDESTAR SITE, THE PROFILE PROGRAM, THE WIDGET, AND THE LOGO ARE PROVIDED TO NPO ON AN "AS IS" AND "AS AVAILABLE" BASIS. CANDID 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 CANDID IS NOT AND WILL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM OR IN CONNECTION WITH THE USE OF ALL OF CANDID’S SITES INCLUDING THE GUIDESTAR SITE, THE PROFILE PROGRAM, THE WIDGET, AND THE LOGO.
Disclaimer of Consequential Damages. IN NO EVENT WILL CANDID 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 CANDID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
Maximum Liability. IN NO EVENT SHALL CANDID'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS TOU, THE GUIDESTAR PROFILE 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 Candid. NPO agrees that absent such allocation, Candid would not be able to offer the licenses hereunder or the GuideStar Profile program. The limitations of liability provided in this TOU shall apply notwithstanding any failure of essential purpose of any limited remedy provided herein.
Indemnification. NPO agrees to indemnify, defend, and hold harmless Candid 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 Candid and/or the Affiliates in connection with any claim arising out of NPO's unauthorized use of the Logo or the 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) or any breach by you of any provision of this TOU. You agree to cooperate as fully as reasonably required in the defense of any such claims. Candid reserves the right, at its own expense, to assume the exclusive defense 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 Candid.
Entire Agreement. This TOU Agreement constitutes the entire agreement between you and Candid with respect to the Service and supersedes all prior agreements or understandings between you and Candid with respect thereto. There are no representations, warranties, promises, covenants, or understandings other than those expressly set forth herein.
Force Majeure. Neither Party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections, pandemics and/or any other cause beyond the reasonable control of the Party whose performance is affected.
Governing Law and Jurisdiction. This TOU is and will be governed by and construed in accordance with the substantive and procedural 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 Service 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 Service by a Subscriber, shall be brought by either Candid or any Subscriber 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 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.
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.
Amendment. This TOU may be amended by Candid in accordance with the terms of Section 1.
Assignment and Binding Effect. NPO agrees not to transfer or assign its rights or obligations under this TOU without the prior written consent of Candid.
Notices. You can provide any notices to Candid by e-mail at firstname.lastname@example.org. Unless you tell us otherwise, or the law requires otherwise, you agree to receive all communications from us by e-mail, sent to the email addresses Candid has on file for NPO Managers. You are responsible for providing Candid with up-to-date contact information, which you may do by updating your account information through the GuideStar Site or sending a message to us via the contact information listed in this Section. You agree that all communications that we send to you electronically satisfy any legal requirement that a communication be in writing.