Custom Data Set License Agreement

This Agreement between Candid (‘Candid’ or ‘We’) and you (‘Licensee’ or ‘You’) is effective as of the date that Licensee signs this Agreement or the date payment is received for the associated charges and fees, whichever occurs first.  

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 resources to help find out and explain where that money comes from, where it goes, and why it matters; 

WHEREAS, Licensee desires to obtain a license to Candid’s data for the purpose of benefiting the social sector; 

WHEREAS, the license of Candid’s data to Licensee directly furthers Candid’s charitable purposes of strengthening the social sector by advancing knowledge about philanthropy 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

1. Licensee acknowledges that Licensee has read the terms and conditions herein and that Licensee accepts such terms and conditions. LICENSEE AGREES TO READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING A CANDID DATA SET (‘Data Set’). If Licensee does not agree to these terms and conditions, Licensee may not use the Data Set. 

2. Definitions

In addition to the terms defined elsewhere in this Agreement, the following terms shall have the meanings indicated: 

1. “Authorized Users” means those Licensee employees, contractors, or individuals that are authorized by Licensee to access and use the Candid Data. 
2. “Candid Data” means the data and information regarding nonprofit entities that are made available to Licensee, and referenced on an associated Order Form. 
3. “Candid Marks” means GuideStar, Foundation Center, and Candid trademarks and logos, and such other trademarks, service marks, trade names and logos as may be identified to Licensee as Candid Marks from time to time by Candid or included by reference in any Exhibit.  
4. “Data Set” means the subset of the Candid Data that the Licensee is being granted a license to use.  The Data Set is described in Exhibit 1. 
5. “Derivative Works” is any work based on or derived from the Candid Data that is sufficiently distinct and different from Candid Data. 
6. “Intellectual Property” means copyright interests in works of authorship of all types (including, without limitation, the right to use, reproduce, modify, distribute, publicly display and publicly perform that copyrighted work), rights in names and marks (including, without limitation, corporate names, trade names, trademarks, service marks, combination marks, logos, trade dress, and domain names), patent rights (including, without limitation, the right to make, use and sell), trade secrets, moral rights, right of publicity, right of privacy, rights held under licenses, all registrations and applications for registration associated with any of the foregoing (including, as applicable, provisional applications, continuations, continuations in part, reissues, renewals, re-examinations and foreign counterparts); all goodwill associated with the business conducted under names and marks; and all other intellectual property rights, regardless of whether such rights arise under the law of the United States or any other state, country, or jurisdiction. 

3. Ownership of intellectual property

1. As between the Parties, Candid is and shall remain the sole owner of all Intellectual Property rights provided for or contemplated herein this Agreement, including but not limited to the Candid Database, the Candid Data, the Candid Site(s), and any Candid Marks.   
2. As between the Parties, if applicable, Licensee shall be the sole owner of all Intellectual Property rights to any Derivative Works created by Licensee. 

4. License

The Licensee and its Authorized Users are granted limited, non-exclusive, and non-transferable right of limited use and possession of the Data Set.  The content of the Data Set remains the property of Candid.  All rights not explicitly granted to Licensee remain with Candid. 

1. Permitted uses. Licensee may, subject to the terms of the Agreement, use the Data Set: 
   • For business development, marketing or research purposes subject solely for informational, internal, non-commercial, or analytical purposes in a manner that is consistent with the fair use provisions of the United States Law; and 
   • For additional purposes expressly outlined in Exhibit 1. 
2. Prohibited uses. Licensee shall not: 
   • Use the Data Set other than is expressly authorized by this Agreement or Exhibit 1; 
   • Republish or distribute information from the Data Set (including, without limitation, by posting same on any third-party Web site); 
   • Change, recompile, reframe, rent, sell, distribute, display, or publish the Candid Data, or any portion thereof, or enable others to do so, except as expressly permitted herein and in Exhibit 1;  
   • Without Candid’s express prior written consent or expressly permitted in Exhibit 1, use any data mining, robots, or similar data gathering and extraction methods with respect to the Data Set. This prohibition expressly applies to data mining or extraction for use in artificial intelligence (“A.I.”), large language models, machine learning, or similar applications. 
   • Remove metadata that is unique to Candid or the Data Set. 
   • Use the Data Set, 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.
3. Data attribution. 
   • Licensee shall give Candid credit as a source of data in any uses of Candid Data, including Derivative Works. 
   • If the Licensee desires to include any extract of the Data Set in any publication of Licensee’s, Licensee must provide explanation of use case to Candid and may be subject to additional terms and conditions as Candid determines in Candid’s sole discretion. 
4. Audit of license use. 
   • Licensee agrees to keep records and books of account relating to the License (including, as applicable, number of subscriptions and users, etc.). 
   • Candid will have the right, not more than one (1) time during each year of the Term and for a period of two (2) years thereafter, to audit (itself or through a designee) the facilities, books and records of Licensee for the purpose of verifying Licensee’s compliance with the License terms and prohibitions of this Agreement.  Such audit will take place upon no less than five (5) business days’ prior notice to Licensee during regular business hours. Candid will make reasonable efforts to minimize the disruption to Licensee’s business, and Licensee will cooperate with Candid in the conduct of such audit.   
   • Candid will bear its own expense in connection with such audit, provided that if any audit reveals an underpayment or other non-compliance with the License terms, Licensee will promptly pay all amounts owed and or otherwise correct any non-compliance and confirm it has done so in writing.  If any underpayment is five percent or more for the applicable period, Licensee will also pay interest at the rate of 1.5% per month on the unpaid portion (from the date due until date paid) and reimburse Candid for the expense of the audit (not to exceed $10,000).  In addition, as an alternative, Candid reserves the right at any time during the Term to require Licensee to: (a) provide an executive officer’s certificate verifying compliance with the terms of the License; and/or (b) accurately complete a self-audit questionnaire relating to use of the Data Set that is verified by an executive officer.  By invoking any rights and procedures described above, Candid does not waive its rights to enforce the License or to protect its intellectual property by any other means permitted by law. 

5. Warranties; disclaimers

1. Candid cannot guarantee the accuracy of the data contained in the Data Set. Except for the situation described in Section 5b., Candid’s Data Sets are provided to Licensee ‘as is,’ without warranty of any kind. Candid does not make any representations as to the accuracy or integrity of the information. It disclaims all express, implied, and statutory warranties of any kind, including warranties as to accuracy, timeliness, completeness, merchantability, or fitness for any particular purpose. 
2. If the Licensee receives a file that is damaged or blank, Candid will send a replacement Data Set to the Licensee. 
3. Licensee acknowledges that, the Data Set is a compilation of specific data derived from multiple sources and that:
   • Candid did not prepare any such information or data;
   • Any descriptive information is derived from IRS Forms 990, Forms 990-EZ, and Forms 990-PF filed by the organizations or their voluntary responses to a Candid questionnaire; and (3) any 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 organizations that are not required to file returns with the IRS; 
4. Licensee also acknowledges that 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. 

6. Limitation of liability and remedy

1. Candid will not be liable for any indirect, incidental, consequential, special, punitive, or other damages of any kind incurred as a result of the information in this Data Set, even if Candid has been advised of the possibility of such damages. In no event shall Candid be liable for any direct damages in excess of the amount expended under this Agreement. 
2. Candid shall not have any liability to Licensee with respect to any actual or alleged inaccuracy, untimeliness, incompleteness, inadequacy, unmerchantability or unfitness with respect to the Candid Database or Candid Data Set. 
3. We may use third-party machine learning or A.I. services to generate results for some inquiries on the Candid Site (“Output”). Given the still evolving, probabilistic nature of machine learning, use of the Candid Site 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 Agreement. 

7. Term and termination

1. Term. 
   • Unless specified differently in Exhibit 1, the Licensee agrees to use the Candid Data Set for no more than one (1) year from the signature date of this agreement. 
   • Licensee agrees to purchase an additional License if Licensee desires to use the Data Set beyond that term. 
   • This Agreement shall remain in effect as long as the Licensee has possession of the data.
2. Termination for breach. If Licensee claims that Candid is in breach of this Agreement, Licensee’s sole remedies shall be: 
   • Restoration of the license as contemplated by this Agreement in accordance with the terms and conditions hereof; or 
   • Termination of this Agreement; and, as appropriate, a refund of a portion of the fee paid by Licensee with respect to the then current initial or renewal term reflecting Licensee’s actual proven damages. 
3. Effects of termination and expiration. 
   • Upon the termination or expiration of this License the Licensee may no longer exercise the rights granted by this Agreement, including, without limitation, accessing and using the Data Set, but shall not in itself cause termination or expiration of Licensee’s User Agreement.  Licensee may continue to use information and materials Licensee downloaded or printed prior to termination or expiration of this Agreement, but any such use remains subject to the terms and restrictions of this Agreement and the User Agreement. 
   • Termination or expiration of this Agreement shall not relieve a party of its obligations, to make payment or otherwise, at all times prior to the effective date of termination or expiration. 

8. Payment terms

1. Fees. In exchange for the license granted herein, Licensee shall pay Candid the fees set forth in Exhibit 1 in accordance with the payment terms therein.  Payment of fees shall constitute acceptance of this Agreement by Licensee and shall make this agreement binding. In the case where Candid is providing license to Licensee free of cost, download of Candid Data Set shall constitute acceptance of this Agreement by Licensee and shall make this agreement binding. 
2. Cancellation. Licensee may cancel the order before the Candid Data Set has been delivered.  Orders cancelled after Candid generates the Data Set and prior to delivery are subject to the 50% of the total price set forth in Exhibit 1. 
3. Right to termination for non-payment of fees. Failure to comply with such payment terms shall be considered a material breach of this Agreement by Licensee.  Candid then may immediately terminate this Agreement. 

9. Miscellaneous 

1. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable in any jurisdiction for any reason, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired thereby and such remaining provisions will remain in full force and effect.  In addition, this Agreement may be modified by Candid to the extent necessary to cure or, if necessary, delete the offending provision, and the Parties will negotiate in good faith to modify the Agreement to reflect their original intent to the greatest extent possible. 
2. Assignment. Licensee shall not directly or indirectly sell, transfer, assign, convey, pledge, encumber, or otherwise dispose of this Agreement without the prior written consent of Candid.  Candid may, without the prior written consent of Licensee, assign or transfer this Agreement at its sole discretion. 
3. Successors and assigns. Any assignment of this Agreement will bind and inure to the benefit of the Parties and their respective permitted successors and permitted assigns. 
4. Governing law; venue. If a dispute arises out of or relates to (i) this Agreement or (ii) any agreements between the Parties related to or issued under this Agreement or (iii) any actions in breach of any such agreement, the Parties agree to endeavor in good faith to settle the dispute in an amicable manner. The Parties will first make reasonable efforts to settle the dispute through direct discussion among the personnel involved with the implementation of the terms of the Agreement in dispute. The Parties acknowledge and agree that any legal suit, claim, cause of action, or proceeding relating to this Agreement or the transactions contemplated hereby will be governed by, and enforced in accordance with, the substantive and procedural laws of the State of New York, without regard to conflicts of law rules and must be brought in the state or federal courts sitting in the Borough of Manhattan, New York, New York.  Each Party submits to the exclusive jurisdiction of such courts and irrevocably and unconditionally waives any jurisdictional, venue, or inconvenient forum objections to such courts.  The prevailing party will be entitled to be reimbursed all costs and attorneys’ fees. 
5. Survival. Provisions of this Agreement that, by their nature are meant to be performed after the termination or expiration of this Agreement, shall so survive, including without limitation those provisions governing ownership, confidentiality, indemnification, limitations of liability, governing law and audit rights. 
6. Waiver. A waiver of any term or breach of this Agreement must be in writing and signed by the waiving Party. A waiver in one instance will not constitute a waiver in another instance, whether similar or different. No failure or delay in exercising any right or remedy will be construed as a waiver of that right or remedy and no partial exercise of a right or remedy will preclude any further exercise. 
7. Entire understanding. This Agreement, together with its Exhibits, is the entire agreement and understanding of the Parties with respect to the subject matter hereof, and it supersedes all prior and contemporaneous agreements, understandings, representations, and warranties, both written and oral, relating to the subject matter hereof.