Candid Subscriber License Agreement
Terms of Service (“TOS”)
WHEREAS Candid makes the Service (defined below) available through a subscription service, and,
WHEREAS Candid wishes to provide, and You wish to receive the rights to access and use the Service based on the terms and pricing provided you.
NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
“Authorized Users” are:
- For Single User – the account holder is the only person authorized to use the subscription.
- For Multi-user – only employees of the subscribing organization who have been authorized by the subscription administrator.
- For Enterprise – in addition to one designated administrator,
- Any persons affiliated with Licensee.
- Full and part time students and/or employees (including faculty, staff, affiliated researchers and independent contractors) of Licensee, regardless of the physical location of such persons, who are authorized by Licensee to access Licensee's Intranet; or,
- Walk-ins. Patrons not affiliated with Licensee who are physically present at Licensee's site(s) and are authorized by Licensee to access Licensee's Intranet ("walk-ins").
“Effective Date” is the date of completion by You of the online registration process to license Candid content.
“Licensed Materials” is the applicable Candid Service through its related Site for which You have subscribed to pursuant to Section 4 of this TOS. The Candid Services covered by this TOS are identified in Appendix 1.
“Service” is certain content and the functions, facilities, and services related thereto delivered through a subscription service within proprietary websites operated and maintained by Candid.
“Site” or “Website” is one or more websites owned by Candid for which this Terms of Service applies, including any Services accessed via FoundationCenter.org or Guidestar.org URLs.
“We,” “Our,” “Us,” “Candid,” or “the Licensor” is Candid, a New York not-for-profit corporation
“You,” “Your” and “Subscriber” refer to the individual, company, organization or other legal entity on whose behalf this Agreement is accepted, and
1. Permitted Uses
You may access and use such portions of the Site for which neither registration nor a fee is required as set forth herein. Without limiting the foregoing, if You wish to access more than one (1) nonprofit profiles within the Site, you must register with Candid.
Subject to the restrictions in Section 2 below, Candid hereby grants to You a revocable, non-exclusive and non-transferable license to use the Licensed Materials, and the right to provide access to the Licensed Materials for use by Authorized Users through the Service, strictly in accordance with this TOS, to access and use the Service for the following purposes (collectively, "Permitted Uses"):
For Single User and Multi-User:
- Licensee and Authorized Users shall have the right to use the Service to perform searches of the database(s) included in your Subscription; and, for some subscription services, access additional Candid content (“Additional Candid Content”).
- Digitally Copy. Licensee and Authorized Users may, as applicable with Your subscription, download and digitally copy a reasonable portion of the Licensed Materials.
- Print Copy. Licensee and Authorized Users may print a reasonable portion of the Licensed Materials.
For Enterprise Users:
- All rights of single and multi-users, plus:
- Licensee and Authorized Users shall have the right to electronically display the Licensed Materials.
- Recover Copying Costs. Licensee may charge a reasonable fee to Authorized Users to cover costs of copying or printing portions of Licensed Materials for Authorized Users, provided such copies are of such portions of Licensed Materials.
- Licensee and Authorized Users may make such local digital copies of the Licensed Materials as are necessary to ensure efficient use by Authorized Users by appropriate browser or other software.
- Collections of Information. Authorized Users shall be permitted to extract or use information contained in the Licensed Materials database for educational, scientific, or research purposes, including extraction and manipulation of information for the purpose of illustration, explanation, example, comment, criticism, teaching, research, or analysis. Except for permitted Scholarly Sharing as defined below, under no circumstances may such extracted information be compiled into a new or derivative database that is made available to any other Authorized User or third party by the Licensee or by any Authorized User.
- Course Packs and Course Reserves (Print and Electronic). Licensee and Authorized Users may use a minimal, insubstantial portion of the Licensed Materials solely in connection with specific courses of instruction offered by Licensee.
- Electronic Links. Licensee may provide an electronic link to the Licensed Materials from Licensee’s Intranet and is encouraged to do so in ways that will increase the usefulness of the Licensed Materials to Authorized Users. Licensor staff will assist Licensee upon request in creating such links effectively and directing Licensee as to permissible uses of any Licensor trademark or logo in conjunction with such links.
- Scholarly Sharing. Authorized Users may transmit to a third-party colleague in hard copy or electronically, minimal, insubstantial amounts of the Licensed Materials for personal, non-commercial use, scholarly, educational or scientific research, or non-commercial professional use, which in no case shall allow for sale or re-sale of such materials. In addition, Authorized Users have the right to use, with appropriate credit, figures, tables and brief excerpts from the Licensed Materials in the Authorized User’s own non-commercial scientific, scholarly and educational works.
All rights not expressly granted in this Agreement are reserved to Candid.
2. Prohibited Uses
The rights granted in Section 1 above are limited as follows:
- Unauthorized Use. Licensee shall not knowingly encourage, permit or allow anyone other than Authorized Users to use the Licensed Materials.
- Modification of Licensed Materials. Licensee shall not, and shall reasonably ensure that Authorized Users shall not, modify or create a derivative work of the Licensed Materials without the prior written permission of Licensor. Further, Licensee shall not disassemble, decode, decompile, or otherwise reverse engineer the Site, including, without limitation, any interfaces or software programs comprising the Site;
- No Text and Data Mining. Licensee may NOT use any data mining, robots or similar data gathering and extraction methods with respect to the Site or any portion thereof.
- Removal of Copyright Notice. Licensee may not and shall reasonably ensure that the Authorized Users shall not, remove, obscure or modify any copyright or other notices included in the Licensed Materials. Any stored hard copy or digital copy remains the property of Candid and must retain Candid's copyright information.
- No Exploitative Use. Subscriber shall not, and shall reasonably ensure that Authorized Users shall not, sell, distribute, loan, lease, bulk reproduce or commercially exploit the database(s), any search output therefrom, or any additional Candid content included in the Service, or create any derivative work using the database(s) or any additional Candid content included in the service.
- No Transfer. Subscriber shall not transfer, assign, or sublicense this Agreement or its rights hereunder without the prior written permission of Candid.
- No Excessive Printing/Downloading. Printing or downloading of any search output may not exceed a significant segment (as determined at the sole discretion of the Candid) of the database(s), or of additional Candid content.
- No Excessive Use. Scraping or other technological means of wholesale or material downloading or storing of the database(s) or of additional Candid content is STRICTLY PROHIBITED. PLEASE NOTE that excessive downloading (as determined at the sole discretion of Candid) justifies Candid to immediately suspend or terminate access to a Subscriber subscription without further liability to Candid or recourse by the Subscriber.
- No attribution. The license rights are limited to the Subscriber and authorized Additional Licensees alone and do not extend to any subsidiary, parent, related or affiliated organizations, OR TO ANY THIRD PARTY, except that where the Subscriber is a library or other public institution, Subscriber's rights to use the Service and the database(s) and additional Candid content are extended to the patrons of those institutions as well, so long as such use is in accordance with the terms of this Agreement.
3. Prorietary Materials
- The Service contains copyrighted material, trademarks, and other proprietary information of Candid (collectively "Proprietary Material"), including, but not limited to, text, software, photos, graphics, images, code, design, coloring, layout and all other attributes in and to the Licensed Materials and any trademarks or service marks relating thereto belong to and shall remain the property of Candid and/or its suppliers. You agree not to modify, publish, transmit, participate in the transfer or sale of, create derivative works of, or in any way exploit, in whole or in part, any Proprietary Material.
- Neither Licensee nor its Authorized Users shall have any right, title or interest in the Licensed Materials. Nothing in this Agreement, nor use of the Licensed Materials pursuant to this Agreement, shall cause Licensee or any Authorized User to acquire any right of title or interest in the Licensee Materials. This TOS does not grant Licensee or any Authorized User the right to use any Licensor trademark, service mark, or logo for any purpose whatsoever without the prior written consent of Licensor, in its sole discretion.
- Except as otherwise expressly permitted by this Agreement, or as permitted under copyright law, no posting, copying, downloading, uploading, transmission, retransmission, distribution, redistribution, publication, republication, decompilation, disassembling, reverse engineering, or otherwise modifying or commercially exploiting of any Proprietary Material is permitted without the express permission of the copyright owner. In the event of any copying, redistribution, or publication of copyrighted material as permitted by law, no changes in or deletion of author attribution, trademark, legend, or copyright notice shall be made.
- Any Service or Site bearing a service mark(s) and other Candid mark(s) and logo(s) are service marks and trademarks of Candid. Other trademarks, service marks, and logos used in the Service Website or Candid's Website are the trademarks, service marks, or logos of their respective owners.
4. Access To The Service
Candid reserves the right, for any reason and without notice, in its sole discretion, to terminate, change, suspend, or interrupt access, in whole or in part, to the Site. Candid further reserves the right to impose registration, password and other security precautions on access to and use of the Site.
- The Subscription fees payable for use of the Licensed Materials, as well as any associated terms may be viewed or accessed on the webpage(s) associated with the relevant Licensed Materials.
- IMPORTANT BILLING INFORMATION: For single and multi-user accounts electing to subscribe to any monthly Subscription plan, which requires credit card billing, or to all account types with an annual or biennial Subscription plan and elect to pay your fee by credit card, you are agreeing to have your credit card charged according to and agree to the respective terms for the plan you select. All accounts will automatically renew, at the then current subscription plan fee, upon the next anniversary date of your subscription. Please note that there is no proration of your Subscription charge if you terminate your Subscription before the end of the Subscription period. PLEASE NOTE THAT ALL SUBSCRIPTIONS ARE NON-REFUNDABLE.
6. Licensor Performance Obligations
- Availability of Licensed Materials. Upon successful completion of the registration process by Licensor, Licensor shall make the Licensed Materials available to Licensee. For Single and Multi-User Access accounts, access should generally be available on the Effective Date. For Enterprise Access accounts, it is anticipated that access will be made available within 72 hours of the Effective Date.
- Licensor will provide and maintain help files and other appropriate user documentation.
- Licensor will offer activation or installation support, including assisting with the implementation of any Licensor software. Licensor will offer reasonable levels of continuing support to assist Licensee in use of the Licensed Materials. Licensor will make its personnel available by email, phone or fax during normal business hours for feedback, problem-solving, or general questions.
- Licensor will provide appropriate training to Licensee staff relating to the use of the Licensed Materials and any Licensor software in accordance with any training schedule agreed to by the parties and subject to Licensor standard fees for such services.
- Quality of Service. Licensor shall use reasonable efforts to ensure that the Licensor's server or servers have sufficient capacity and rate of connectivity to provide the Licensee and its Authorized Users with a quality of service comparable to current standards generally provided in the scholarly information provision industry in the Licensee's locale.
- Licensor shall use reasonable efforts to provide continuous service seven (7) days a week with an average of 98% up-time per month. In addition, Licensor shall use reasonable efforts to minimize down-time and periodic unavailability due to maintenance of the server(s), the installation or testing of software, the loading of additional Licensed Materials as they become available. Licensor shall have no obligation in relation to downtime related to the failure of equipment or services outside the control of Licensor, including but not limited to public or private telecommunications services or internet nodes or facilities. Licensor shall use reasonable efforts to schedule planned down-time to be performed at a time to minimize inconvenience to both parties. Licensor shall use reasonable efforts to notify Licensee (which may include notice posted on Licensor's website) of all instances of system unavailability that occur outside the Licensor's normal maintenance window as soon as reasonably practicable after Licensor learns of such system unavailability and use reasonable efforts (which may include notice posted on Licensor's website) to provide advance notice of known hardware or software changes that may affect system performance, where the same materially affects the availability of the Licensed Materials. Further, Licensor shall notify Licensee as soon as reasonably possible (which may include notice posted on Licensor's website) when the URLs and server domain names that affect Licensee's access are modified.
- If the Licensed Materials fail to operate in material conformance with the terms of this Agreement, Licensee shall immediately notify Licensor, and Licensor shall use reasonable efforts to restore access to the Licensed Materials as soon as reasonably practicable. In the event that Licensor fails to repair the nonconformity in a reasonable time, Licensor shall compensate Licensee in an amount that the nonconformity is proportional to the total Licensed Materials and the total Fees owed by Licensee under this Agreement.
- Modifications of Licensed Materials. Licensee understands that from time to time the Licensed Materials will be added to, updated, modified and deleted from (e.g., to keep current information, certain expired data will be routinely deleted) by Licensor and/or that portions of the Licensed Materials may migrate to other formats.
- Notice of "Click-Through" License Terms or Other Means of Passive Assent. In the event Licensor requires Authorized Users to agree to terms relating to the use of the Licensed Materials before Licensee permits Authorized Users to gain access to the Licensed Materials (commonly referred to as "click-through" licenses), or otherwise attempts to impose such terms on Authorized Users through the use or viewing of the Authorized Materials, Licensor shall provide Licensee with notice of and an opportunity to comment on such terms. In no event shall such terms materially differ from the provisions of this Agreement. In the event of any conflict between such terms and this Agreement, the terms of this Agreement shall prevail.
- Withdrawal of Licensed Materials. In addition to Licensor's right to modify the Licensed Materials as stated above, Licensor reserves the right to withdraw from the Licensed Materials any item (or part of an item) for which it no longer retains the right to publish, or which it has reasonable grounds to believe: (i) infringes copyright or any other third party right; is defamatory, obscene, unlawful or otherwise objectionable; or, (ii) may cause harm to Licensor, Licensor's assets or any of Licensor's website users. Licensor shall use reasonable efforts to notify the Licensee of such withdrawal (which may include notice posted on Licensor's website). If any such withdrawal renders the Licensed Materials substantially and materially less useful to Licensee or its Authorized Users, Licensee shall promptly notify Licensor of the same and Licensor shall reimburse Licensee a portion of the total Fees owed by Licensee hereunder in an amount reflecting the withdrawn portion as a proportion of the Licensed Materials.
- Usage Data. Only upon specific request by the account administrator, Licensor shall make available to Licensee statistics regarding the usage of the Licensed Materials by Licensee and/or its Authorized Users. Except as otherwise required under applicable laws, regulations or court rulings: (i) Licensor agrees to maintain the confidentiality of any data relating to the usage of the Licensed Materials by Licensee and its Authorized Users; (ii) Such usage data may be used solely for purposes directly related to the Licensed Materials and may only be provided to third parties in aggregate form; and (iii) Raw usage data, including but not limited to information relating to the identity of specific Authorized Users and/or uses, shall not be provided to any third party.
7. Licensee Performance Obligations
- Provision of Notice of License Terms to Additional Authorized Users.
- For Multi-User License Accounts. Only companies, organizations or other corporate legal entities may be Subscribers under Multi-User License Plans, and Authorized Users under Multi-User License Plans must be employees of such entities. This TOS may be viewed at any time by you and Authorized Users at https://candid.org/terms. If you are an Authorized User of a Subscription under a Multiple License Plan, all of the rights, obligations and agreements of Subscribers stated in this TOS (whether referred to as "Subscriber," "you" or "your") shall apply equally to you as an Authorized User, except for the obligation to pay the Subscription fees and any other rights, obligations or agreements expressly excepted from application to Authorized User.
- For Enterprise Access Accounts. Licensee shall provide Authorized Users with reasonable and appropriate notice of the terms and conditions under which access to the Licensed Materials is granted under this Agreement including, in particular, the limitations on access or use of the Licensed Materials as set forth in this Agreement. Licensee shall use its best efforts to ensure that Authorized Users comply with these Terms of Service.
- IP Addresses (For Enterprise Access Accounts Only). Licensee shall provide Licensor, in writing, with the Internet Protocol (IP) addresses representing Authorized Users of its Intranet who will be granted authorized access to the Licensed Materials. Licensee retains sole responsibility for ensuring the accuracy, management, and confidentiality of IP addresses and is further responsible for immediately notifying Licensor, in writing, of any changes to the IP addresses. The addition of new IP addresses hereunder shall be discussed with Licensor in advance and may affect pricing.
- Protection from Unauthorized Use. Reasonable procedures should be implemented to restrict access to the Licensed Materials to only Authorized Users. For Multi-User and Enterprise Access Accounts, Licensee, through their subscription administrator, shall implement reasonable procedures to restrict access to the Licensed Materials to only Authorized Users, including termination of access when an Authorized User is no longer employed by, enrolled in or otherwise affiliated with Licensee. Furthermore, Licensee shall maintain the confidentiality of any institutional passwords regarding the Licensed Materials provided by Licensor (e.g., for administrative purposes). Licensee has sole responsibility for issuing and managing Authorized User’s access to Licensee's Intranet, and Licensor shall have no obligations whatsoever with regard thereto. Licensee shall instruct Authorized Users to maintain the confidentiality of their passwords for access to the Licensed Materials.
- Notice of Unauthorized Use. If Licensee reasonably suspects or believes that unauthorized use of the Licensed Materials has occurred or is occurring by an Authorized User or by any person or entity using any access codes issued to or by Licensee under this TOS, Licensee shall promptly notify Licensor of such suspected or actual unauthorized use of the Licensed Materials. Notwithstanding such notice to Licensor, Licensee and the Authorized User will remain responsible for any unauthorized use of the Licensed Materials.
- Cooperation regarding Unauthorized Use. If Licensee or any Authorized User access to or usage appears to be in violation of this TOS, or if Authorized User or Licensee becomes aware of uses of the Licensed Materials or Licensee's procedures that may affect compliance with the terms of this TOS, including without limitation breach of password or other security, such Authorized User or Licensee shall promptly notify the Licensor. In the event Licensee notifies Licensor, or Licensor becomes aware, of any suspected or actual unauthorized use of the Licensed Materials by an Authorized User or by any person or entity using any access codes issued to or by Licensee under this TOS, Authorized User or Licensee shall promptly and fully cooperate with Licensor in the investigation of such unauthorized use of the Licensed Materials of which it is made aware and shall use reasonable efforts to remedy such unauthorized use and prevent its recurrence. Licensor may terminate any such Authorized User's access to the Licensed Materials during or as a result of such investigation at its sole discretion as detailed in Section 10.2, provided that Licensor shall provide reasonable notice to Licensee of such actions and the parties shall reasonably cooperate with each other to avoid recurrence of any unauthorized use.
- All Authorized Users shall be subject to the terms and conditions of this TOS and shall be responsible for the full compliance with the terms and conditions of this TOS.
- This Agreement shall commence on the Effective Date, and continue in effect for the term specified in the registration process, unless terminated earlier for cause in accordance with the provisions below.
- This Agreement will then renew automatically at its plan level and frequency unless either Party provides the other at least thirty (30) days prior written notice to the expiration of the then current term.
9. Terminating Your Account
If you wish to terminate your Subscription, the account administrator must do so by contacting Candid's Customer Service Department, either by email or in writing to the email or address listed in the Notices Section. Your account is billed and payable in advance, each month, year, or every two years (depending on the type of Subscription you have), on the anniversary of your Subscription start date. It is important to note that Subscriptions are not prorated. Once you notify Candid's Customer Service Department that you wish to terminate your Subscription, Candid will stop billing your account starting with the next monthly, annual, or biennial billing cycle. Example: if you are on an annual Subscription and your start date is December 15 and you notify Candid on July 15 of the next year to terminate your Subscription, your account would have already been billed through the end of your annual billing cycle (December 14). You would be able to continue using the Service through the end of your current Subscription period, and your account would be terminated on that date. PLEASE NOTE THAT SUBSCRIPTIONS ARE NON-REFUNDABLE.
- In the event that either Party believes that the other has materially breached any obligations under this TOS, including without limitation if Licensor believes that Licensee has exceeded the scope of the License, such party shall so notify the breaching party in writing. The breaching party shall have fifteen (15) days from the receipt of notice to cure the alleged material breach and to notify the non-breaching party in writing that cure has been effected. If the material breach is not cured within the fifteen (15) day period, the non-breaching party shall have the right to terminate the Agreement effective upon receipt of such notice.
- Notwithstanding the above section, the Candid reserves the right to terminate your Subscription immediately, or at any time, based on 1) non-compliance with any terms and conditions set forth in this TOS, 2) our inability to successfully bill your credit card according to the terms of your subscription, or 3) with or without notice and with or without cause. In addition, Candid may terminate the right of any Subscriber to access the Service at any time, with or without cause, in Candid's absolute discretion and without notice, and Authorized User or Licensee shall not be entitled to any pro-rata refund of Fees paid. The recital in this TOS of specific grounds for termination of a Subscriber's right to access the Service shall in no manner whatsoever limit Candid's absolute right to terminate any Subscriber's access to the Service under this Section.
11. Effects Of Termination
- Upon termination of this Agreement for any reason, online access to the Licensed Materials by Licensee and all Authorized Users shall be terminated. Copies of Licensed Materials made by Licensee or Authorized Users prior to termination and in accordance with the terms of the Agreement may be retained by Licensee or Authorized Users and may be used only as permitted by the terms of this Agreement. Copies of the Licensed Materials or any part of the Licensed Materials made in breach of the Agreement shall be immediately returned to Licensor or, at the option of the Licensor, be destroyed.
- In the event of early termination of this Agreement by Licensee as a result of an uncured breach of this TOS by the Licensor, Licensee shall be entitled to a refund of any fees or pro-rata portion thereof paid by Licensee for any remaining period of the Agreement from the date of termination, and such refund shall be in full and final satisfaction of all liabilities Licensor may have to Licensee.
12. Legal Notices And Intellectual Proprietary Rights
You agree that you will not take any action that would infringe, misappropriate, or violate Candid's intellectual property interests and that you will comply with the intellectual property provisions set forth herein.
- Copyright Protection
- The Site contains information from third-party sources. If You believe that Your copyright interests are being infringed by anything on the Site, You must notify Candid of Your claim by filing a Notice with Candid. Your Notice must be in writing (either via electronic mail or by certified or registered mail to Candid, Attn: Customer Support, Candid, 32 Old Slip, New York, NY 10005 or email email@example.com and must include: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest that allegedly has been infringed; (2) a description of the copyrighted work that You claim has been infringed, including the Web page address of the location where the copyrighted work exists or a copy of the copyrighted work; (3) a description or location of the material on the Site that You claim is infringing; (4) information we can use to contact You, including Your address, telephone number, and e-mail address; (5) a statement by You that You have a good faith belief that the use of the allegedly infringing material is without the authorization of the copyright owner, its agent, or the law; (6) a statement by You, made under penalty of perjury, that the above information in Your Notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf.
- Linking to the Site
- You may link to Candid's home page. You must contact firstname.lastname@example.org if you wish to link to any page other than the home page. Any such links to the home page must not state or imply any sponsorship by Candid of your site, service, application, or mobile or handheld device application by us.
- Trademark Protection
- Candid is a registered service/trademark of Candid. All other trademarks referred to on this Web site are service/trademarks of their respective owners. You may not use any trademark or service mark appearing on the Site without the prior written consent of the owner of the mark. Candid.org is a trademark of Candid, with all rights reserved unless otherwise granted.
- No Framing. Without our prior written permission, you may not frame, or in-line link, any of the content of the Site, or incorporate into another website, application, mobile or handheld device application, or other service any of our intellectual property.
- You agree not to upload or otherwise place any information on the Site that would infringe or otherwise violate anyone's intellectual property interests or other rights, or that is false, misleading, defamatory, or otherwise contrary to law or regulation.
13. Representations And Warranties
- Subject to the Limitations set forth elsewhere in this Agreement, Licensor represents that it has the right to license the rights granted under this Agreement to use Licensed Materials. The Licensor shall indemnify and hold Licensee and Authorized Users harmless for any final damages and penalties awarded, including reasonable attorney's fees incurred in relation thereto, to the extent resulting from any claim by any third party of an infringement of copyright or any other property right arising out of the use of the Licensed Materials by the Licensee or any Authorized User, provided such use is wholly in accordance with the terms of this Agreement. This indemnity shall survive the termination of this agreement. NO LIMITATION OF LIABILITY SET FORTH ELSEWHERE IN THIS AGREEMENT IS APPLICABLE TO THIS INDEMNIFICATION.
- THE SERVICE AND THE DATABASE(S) AND ADDITIONAL CANDID CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY, OR CONTENT OF ANY INFORMATION OR MATERIAL PROVIDED BY OR THROUGH THE SERVICE, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY, ACCURACY, ADEQUACY, COMPLETENESS, CURRENCY, CORRECTNESS, OR VALIDITY OF ANY INFORMATION OR MATERIAL PROVIDED BY OR THROUGH THE SERVICE RESTS WITH THE SUBSCRIBER.
- Candid does not warrant that the functions of the Service will meet Subscriber's requirements or that the operation of the Service or the database(s) or any Additional CANDID Content will be uninterrupted or error free.
- Candid shall not be liable for any loss or injury arising out of or caused, in whole or in part, by any negligent acts or omissions in procuring, compiling, collecting, interpreting, reporting, communicating, or delivering information contained in the Service or the database(s) or any Additional CANDID Content.
- Candid has no control over the content of the websites or Portable Document Format (PDF) files of foundation IRS 990-PF or 990 filings that may be accessed from Candid Website or the Service Website through hypertext links ("Linked Sites"), and is not responsible for their content. The Linked Sites are provided for your convenience only and you access them at your own risk.
14. Limitations On Liabilities And Remedies
- CANDID IS NOT AND SHALL NOT BE LIABLE FOR ANY CLAIM, INJURY, OR DAMAGE ARISING FROM THE USE OR INABILITY TO USE THE SERVICE. THIS DISCLAIMER OF LIABILITY INCLUDES, BUT IS NOT LIMITED TO, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION OR DELIVERY, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORDS, PROGRAMS OR FILES, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.
- In no event shall Candid be liable for any direct, indirect, special, incidental, punitive, exemplary, or consequential damages, including lost profits, arising out of the use or performance of the Service, even if Candid has been advised of the possibility of such damages.
- In the event that a limitation on liability or remedy contained herein shall be adjudged invalid by a court of competent jurisdiction, all other limitations on liability or remedies shall remain valid, and in no event shall Candid's damages under any legal theory exceed the total fees paid by Subscriber under the license granted herein during the twelve months immediately preceding the date on which the cause of action arose.
- Notwithstanding anything else in this Agreement, neither party shall be liable for any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of data, business interruption, or loss of profits, arising out of the use of or the inability to use the Licensed Materials.
- Licensor makes no representation or warranty, and expressly disclaims any liability with respect to the content of any Licensed Materials, including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure of confidential information. Except for the express warranties stated above, THE LICENSED MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY, CONDITIONS OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, ORAL OR WRITTEN, INCLUDING BUT NOT LIMITED TO ANY WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY, OR CONTENT OF ANY INFORMATION OR MATERIAL PROVIDED BY OR THROUGH THE LICENSED MATERIALS, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY, ACCURACY, ADEQUACY, COMPLETENESS, CURRENCY, CORRECTNESS, OR VALIDITY OF ANY INFORMATION OR MATERIAL PROVIDED BY OR THROUGH THE SERVICE RESTS WITH THE SUBSCRIBER. Licensor does not warrant that the functions of the Licensed Materials will meet Licensee's or Authorized User's requirements or that the operation of the Licensed Materials will be uninterrupted or error free. Licensor makes no representations or warranties, and specifically disclaims any responsibility whatsoever, regarding any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb or other such computer program through use of the Licensed Materials. Licensor further expressly disclaims any warranty or representation to Authorized Users, or to any third party.
- Licensor has no control over the content of third-party websites or documents that may be accessed from hypertext links within the Licensed Materials ("Linked Sites"), and hereby disclaims any responsibility for the content, services or data collection and use practices of any Linked Site. Linked Sites are provided solely for the convenience of Licensee and Authorized Users, and access is provided at your own risk.
- In the event that any of the limitations on liability or remedies contained herein shall be adjudged invalid by a court of competent jurisdiction, in no event shall Licensee's damages under any legal theory exceed the total Fees paid by Licensee under this Agreement during the twelve months immediately preceding the date on which the cause of action arose.
- You agree 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 any breach by you of any provision of this Agreement.
- 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.
- Endorsement Disclaimer - Candid does not endorse, support, sanction, or verify the information or material on or accessible via the Site. Unless otherwise specifically indicated, Candid does not endorse and has no affiliation with any of the organizations mentioned, listed in, described on or linked to via the Site, and it makes no representations or warranties whatsoever with regard to those organizations or any other organization, entity or person, including but not limited to the performance of goods and services provided by our advertisers or others to whose sites we link.
- Disclaimer Regarding Financial and Legal Advice - The information on the Site is provided for educational and informational purposes only. Such information or materials do not constitute and are not intended to provide legal, accounting, or tax advice and should not be relied on in that respect. We suggest that You consult an attorney, accountant, and/or financial advisor to answer any financial or legal questions. Before you act on any information you’ve found on the Site, you should confirm any facts that are important to your decision. IF YOU RELY ON ANY INFORMATION OR SERVICE AVAILABLE THROUGH THE SITE, YOU DO SO AT YOUR OWN RISK. YOU UNDERSTAND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS YOU MAY INCUR THAT RESULTS FROM YOUR USE OF THE SITE OR ANY MATERIAL OTHERWISE PROVIDED BY THE SITE.
- Disclaimer Regarding Documents Uploaded to the Candid Web Site - You are solely responsible for the documents you upload to the Candid Web site. You are advised not to upload Schedule B (List of Contributors) with the Form 990 for a public charity. You are advised to block any signatures, social security numbers, and personal addresses from documents that you upload. Candid reserves the right to refuse any document. In addition, Candid has the right to terminate any document at any time for any reason. Candid and its affiliates make no representations or warranties of any kind, whether express or implied, regarding any of the documents on the Candid Web site. Candid will not be held liable for any damages.
17. 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.
18. Changing Accounts And Information
- Any changes to your account referenced in this TOS, such as contact information, credit card, Username/Password or IP information, must be reported immediately to Candid's Customer Service Department, using the e-mail address or telephone numbers you provided during the Candid registration process. For fastest service, you may use the Account area if you are the Subscriber of a Single License Plan or a Multiple License Plan, accessible to Subscribers to the Service after logging in, to update your contact information automatically online, or to change your Password.
- Current Subscribers of the Service with a Single License Plan or a Multi-User Plan may change or upgrade their subscriptions automatically, online, through the Subscriber Services area, accessible to Subscribers after logging in with your Username and Password. Instructions are provided for changing subscription cycles (e.g., from a monthly to an annual subscription), changing subscription plans (e.g., from a Single License Plan to a Multiple License Plan), or for upgrading to another service (e.g., from Foundation Directory Online Essential to Foundation Directory Online Professional).
Enterprise Access Account subscription administrators should contact Candid as provided for in Section 19 to update any of their relevant Subscriber information.
- Subscriber Information
- For purposes of identification, billing, and marketing, Subscriber agree to provide Candid with accurate, complete, and updated information required at the time of registration as a Subscriber ("Registration Data"), including your legal name, address, telephone number(s), e-mail address, and applicable payment data (e.g., credit card number and expiration date for Subscribers paying by credit card), and other information. Candid reserves the right to verify the accuracy of this information. You agree to promptly notify Candid of any change in your Registration Data. See Section 19 below for details on notifying Candid of these changes. Failure to comply with this provision may result in immediate suspension or termination of your license to use the Service.
- Candid reserves the right to reveal any Registration Data or other information in its possession regarding Subscribers and Additional Licensees in cooperation with a request or investigation by any governmental body or governmental agency, or as otherwise required by law.
All notices given pursuant to this TOS shall be sent via email to the respective Party as provided for below. It is the responsibility of the Licensee to ensure their E-mail and other contact details are current during the current term of their subscription.
If to Candid: E-mail: CustomerSuccess@candid.org
If to Licensee: E-mail: sent to the relevant email submitted on the registration form
BILLING AND SUBSCRIPTION INQUIRIES
- Candid's Customer Service Department is available to respond to your billing and account questions Monday through Friday, between 9:00 a.m. and 5:00 p.m., Eastern Standard Time.
- E-mail - Products@candid.org
- Telephone - Call, toll-free, 1-800-421-8656. In New York State, call 212-807-3690.
- Fax - 212-807-3691.
Mail - Send all written correspondence to:
Customer Service Department
32 Old Slip
New York, NY 10005
Subscribers seeking technical assistance or other assistance using the Service may send inquiries via e-mail at - CustomerSuccess@candid.org
20. Entire Agreement, Counterparts, Enforcement
- This TOS 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.
- Notwithstanding Section 21.1, Candid has the right to modify this TOS in any manner and at any time, without notice or liability. Any modification is effective immediately upon the earlier of (i) notice by electronic mail to the e-mail address last provided to Candid by you; or (ii) fifteen days following the date that the modified TOS is first posted on the Service. Your continued use of the Service following its effective date shall be conclusively deemed an acceptance of all such modification(s). Your only right with respect to any dissatisfaction with any modifications made pursuant to this provision, or any policies or practices of Candid in providing the Service, including, without limitation, (i) any changes in the content of the Service, or (ii) any change in the amount or type of fees, charges, or assessments payable under this Agreement, is to terminate your Subscription and continued use of the Service by delivering proper notice thereof to Candid in accordance with the instructions provided in Section 17 below. Such notice will be effective at the end of your current billing cycle.
- This Agreement, and all other aspects of a Subscriber's use of the Service, shall 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.
- The Parties agree that neither may bring a claim or assert a cause of action against the other, in any forum or manner, more than one (1) year after the cause of action accrued, except where the party could not have reasonably discovered the wrong giving rise to the claim within the basic facts supporting the claim within one (1) year.
- 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.
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