Nonprofit Compensation Report License Agreement

Please note that all purchases of the Nonprofit Compensation Report (as defined below) are non-refundable, except as specifically provided herein.

READ THE TERMS AND CONDITIONS HEREIN CAREFULLY BEFORE CONTINUING OR USING THE NONPROFIT COMPENSATION REPORT (“COMPENSATION REPORT”). IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR OTHERWISE USE THE COMPENSATION REPORT. YOUR CONTINUED USE OF THE COMPENSATION REPORT INDICATES YOUR ACKNOWLEDGMENT 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 TO THIS LICENSE AGREEMENT ON BEHALF OF THE PARTY THAT YOU REPRESENT.

This LICENSE AGREEMENT is made by 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 Agree” and/or signing an order form and submitting payment of the associated fee. This License Agreement amends, and is incorporated by reference within, the terms of Your User Agreement (https://candid.org/terms-of-service) with Candid as it may be updated by Candid from time to time for so long as this License Agreement remains in effect. Except as is provided herein to the contrary, all terms of Your User Agreement remain in full force and effect. In the event of a conflict between this License Agreement and Your User Agreement as to the subject matter of this License Agreement, the terms of this License Agreement will control. 

WHEREAS, Candid is a charitable organization whose charitable purposes include to collect, organize, and make available to the public information about the nonprofit sector and to study and give counsel on the organization, management, and programming of nonprofits;

WHEREAS, Candid works to connect people who want to change the world to the resources they need to do it through research, collaboration, and training;

WHEREAS, every year, millions of nonprofits spend trillions of dollars around the world and Candid has developed tools like the Compensation Report to help find out and explain where that money goes, and why it matters;

WHEREAS, You desire to license Candid’s Compensation Report in order to access knowledge and improve its understanding of the nonprofit sector;

WHEREAS, the license of the Compensation Report to You directly furthers Candid’s charitable purposes of strengthening the social sector by advancing knowledge about the social sector in the United States and around the world;

NOW, THEREFORE, in consideration of the mutual promises set forth below, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the following:

1. Acceptance. You acknowledge that You have read the terms and conditions herein and that you accept such terms and conditions. YOU AGREE TO READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING OR USING THE COMPENSATION REPORT. If You do not agree to these terms and conditions, You and Your Authorized User(s) (as defined below) (if any) may not access or use the Compensation Report.
2. License.
   1. Upon Your acceptance of this License Agreement and payment of the associated fee, You are granted the limited, non-exclusive and nontransferable right and license (the “License”) to access and use the Nonprofit Compensation Report for the year indicated on the Product Description Page (the “Compensation Report”) purchased by you using the “Shopping Cart” feature of the Site, or pursuant to a Purchase Order. While the License is in effect, You and Your Authorized User(s) (if any) are permitted to access and use, and to print limited excerpts for Your internal use of, the Compensation Report for the permitted uses specified in Your User Agreement under the sections titled “Restrictions.”  Any such excerpts may be used as reference tools but may not be commercially distributed.  Any such excerpts must clearly identify Candid and the Compensation Report as the source thereof. “Authorized User(s)” means the individual or individuals authorized by You (if any) to access and use the Compensation Report pursuant to the section titled “Grant of access and usage rights” of Your User Agreement, as applicable.
   2. All terms, conditions and restrictions on access to and use of the Site as set forth in Your User Agreement remain in full force and effect. In addition, any reference in Your User Agreement to the Candid site shall be deemed to include a reference to the Compensation Report, whether the Compensation Report is accessed through the Candid Site or otherwise. This License entitles You and Your Authorized User(s) (if any) to access and use only the Nonprofit Compensation Report so purchased by You, and not any other products, including, without limitation, updates there to or subsequent editions thereof, or any similar compensation reports with respect to any other time periods.
   3. If, when You purchased the Compensation Report, you selected and paid in full for a “Single-User Report”, then (i) if You are an individual, only You may access and use the Compensation Report; or (ii) if You are a corporation or other entity, You may authorize only one (1) employee of You to access and use the Compensation Report. For the avoidance of doubt, You may authorize only an individual who is Your employee (and not any individual who is an independent contractor or other third party, or employee of any other person or entity (including, without limitation, any subsidiary, affiliate or parent of You)), to access and use the Compensation Report.
   4. If, when You purchased the Compensation Report, you selected and paid in full for a “Multi-User Report”, then You may authorize up to twenty-five (25) individuals who are Your employees to access and use the Compensation Report. For the avoidance of doubt, (i) You may purchase a Multi-User Report only if You are a corporation or other entity; (ii) if You purchase a Multi-User Report, You may authorize only individuals who are Your employees (and not any individuals who are independent contractors or other third parties, or employees of any other person or entity (including, without limitation, any subsidiary, affiliate or parent of You)), to access and use the Compensation Report. In addition, if You are a Library (as defined below) and purchase a Multi-User Report, You may authorize Your Patrons (as defined below) to access and use the Compensation Report, provided any such Patron agrees to the provisions of the User Agreement and this License Agreement prior to any access or use of the Compensation Report. You agree that We may require Your Authorized User(s) (if any) to verify electronically that they are Your Authorized User(s) and to indicate that they will abide by the terms of this Agreement.

“Library” means an organized collection of accessible print and/or non-print materials that is maintained and made available for use by, but not for sale to, the public, by a governmental entity or agency or an educational institution, with appropriate staff to maintain such materials and to provide reference, research and other services to the public. For the avoidance of doubt, the term “Library” shall not include any library maintained by or as a part of any for-profit corporation or other entity or non-profit corporation or other entity, such as a company’s “corporate library,” and any such corporation or other entity must obtain an Enterprise License Agreement.

“Patron” means an individual member of the public authorized to access and use a Library in accordance with the rules and policies applicable to such Library, provided that such individual has agreed to the terms and conditions of this License Agreement and the User Agreement.

1. Corporations or other entities wishing to authorize more than twenty-five (25) employees to access and use the Compensation Report must obtain an Enterprise License Agreement.
2. Without limiting any other provision of this License Agreement or the User Agreement, You and Your Authorized User(s) (if any) agree that neither You nor any Authorized User shall:

1. transmit electronically, extract, excerpt, summarize or otherwise use the Compensation Report in any manner that directly or indirectly competes with Candid in any way whatsoever; or
2. distribute, publish or copy the Compensation Report or any portion, extract, excerpt or summary thereof, or create any data compilation, summary or analysis to be sold or otherwise provided to any third party.

iii. use any data mining, robots, or similar data gathering and extraction methods with respect to the Compensation Report. This prohibition expressly applies to data mining or extraction for use in artificial intelligence (“A.I.”), large language models, machine learning, or similar applications without Candid’s express prior written consent.

1. use the Compensation Report, or permit it to be used, in connection with hate, discrimination, harassment, or any other malicious or unlawful activity, or otherwise in any manner that may (in Candid’s sole discretion) be considered harmful to Candid or any third party.

If You desire to include any extract of the Compensation Report in any publication of Yours, You must obtain Our prior written consent to such publication, which may be given or withheld in Our sole discretion, and, if given, may be subject to such additional terms and conditions as we determine in Our sole discretion.

1. Charges and Fees; Billing.
   1. Charges and Fees. You agree as follows:

1. You agree to pay, using a valid credit card, the purchase price (and any other applicable charges and sales taxes) specified in the “Shopping Cart” feature on the Candid Site at the time of purchase of the Compensation Report, or within thirty (30) days of the date of Candid’s invoice to You.
2. 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 or License and refuse any and all current or future use by You of the Candid Site (or any portion thereof), the Compensation Report and/or any of our other products.

1. Billing. You agree as follows:

1. By using the Compensation Report, You are expressly agreeing that We are permitted to bill You a License fee. The License fee will be billed at the time Your order is placed.
2. As used in this License Agreement, “billing” shall include a charge against the credit card account number you provided when You purchased the Compensation Report, or a bill submitted via invoice, as applicable.

iii. We reserve the right to change the terms of this License Agreement in the future and will give You prior written notice of any such changes.

1. In the event We cannot at any time charge Your credit card, or do not receive full payment within thirty days of the date of Our invoice, as applicable, We reserve the right to terminate Your License to the Compensation Report without notice.

1. Accuracy and Warranty Disclaimers.
   1. 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 Compensation Report. Candid may use third-party machine learning or A.I. services to generate some results for the Compensation Report. Given the still evolving, probabilistic nature of machine learning, use of the Compensation Report may in some situations result in incorrect Output that is inconsistent or does not accurately reflect real facts. You should evaluate the accuracy of any Output as appropriate for your use case, including by using human review of the Output. You are responsible for the actions you take based on the Output, including for ensuring that it does not violate any applicable law or this License Agreement.
2. 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 OR THE COMPENSATION REPORT EXCEED THE PURCHASE PRICE PAID FOR THE COMPENSATION REPORT.
3. Term and Termination.
   1. Candid may terminate Your License 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 refund of the fees billed to Your credit card or otherwise paid by You with respect to the License.
   2. You may terminate Your License, with or without cause, by giving Us written notice of termination, and ceasing all use of the Compensation Report, and all use of the Candid Site excepting uses expressly permitted under Your User Agreement.
   3. 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 License Agreement in accordance with the terms and conditions hereof; or (B) termination of this License Agreement; and, as appropriate, (ii) a refund of a portion of the fee paid by You with respect to the Compensation Report reflecting Your actual proven damages.
   4. 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, accessing and using the Compensation Report, but shall not in itself cause termination or expiration of Your User Agreement. For the avoidance of doubt, and without limiting the previous sentence, following any termination or expiration of this License Agreement, You and Your Authorized User(s) (if any) shall continue to be subject to the restrictions and other terms and conditions applicable to You and them contained herein, but shall no longer be entitled to any rights with respect to the Compensation Report hereunder.
   5. This License Agreement shall be governed by, and enforced in accordance with, the substantive and procedural laws of the State of New York, including its statutes of limitations.  This License Agreement is subject to the venue, jurisdiction and arbitration provisions set forth in the Your User Agreement.
   6. This License Agreement and its associated invoice(s), as they together amend Your 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 titled “Modification of these terms of use” of Your User Agreement.