GuideStar Directory of Nonprofit Contractors License Agreement

Updated 9-12-11

Please note that all purchases of the Directory of Nonprofit Contractors (as defined below) are nonrefundable, except as specifically provided herein.

READ THE TERMS AND CONDITIONS HEREIN CAREFULLY BEFORE CONTINUING OR USING THE DIRECTORY OF NONPROFIT CONTRACTORS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR OTHERWISE USE THE DIRECTORY OF NONPROFIT CONTRACTORS. YOUR CLICKING ON THE BUTTON MARKED "I AGREE" AND YOUR CONTINUED USE OF THE DIRECTORY OF NONPROFIT CONTRACTORS 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 and GuideStar USA, Inc., ("GuideStar" 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 payment of the associated fee. This License Agreement amends, and is incorporated by reference within, the terms of Your User Agreement with GuideStar 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 the User Agreement as to the subject matter of this License Agreement, the terms of this License Agreement will control. In exchange for the covenants exchanged herein and for other good and valuable consideration, the receipt and sufficiency of which each party acknowledges, the parties agree as follows.

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 DIRECTORY OF NONPROFIT CONTRACTORS. 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 Directory of Nonprofit Contractors.
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 GuideStar Directory of Nonprofit Contractors for the year indicated on the Product Description Page (the "Directory of Nonprofit Contractors") purchased by you using the "Shopping Cart" feature of the GuideStar 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 Directory of Nonprofit Contractors for the Permitted Uses specified in Your User Agreement; provided that, notwithstanding any provision herein or in the User Agreement, You and Your Authorized Users (if any) may not use the Directory of Nonprofit Contractors for the purposes set forth in Section b.i under the heading "Permitted and Prohibited Uses" in the User Agreement, or for any commercial use, including, without limitation, in connection with the provision of any products or services for which any fee or other compensation is paid. Any such excerpts must clearly identify GuideStar and the Directory of Nonprofit Contractors as the source thereof. "Authorized User(s)" means the individual or individuals authorized by You (if any) to access and use the Directory of Nonprofit Contractors pursuant to Section 2.c.ii or 2.d, as applicable.
2. All terms, conditions and restrictions on access to and use of the GuideStar Site as set forth in the User Agreement remain in full force and effect. In addition, any reference in Your User Agreement to the GuideStar Site shall be deemed to include a reference to the Directory of Nonprofit Contractors, whether the Directory of Nonprofit Contractors is accessed through the GuideStar Site or otherwise. This License entitles You and Your Authorized User(s) (if any) to access and use only the GuideStar Directory of Nonprofit Contractors so purchased by You, and not any other products, including, without limitation, updates there to or subsequent editions thereof, or any similar Directory of Nonprofit Contractors with respect to any other time periods.
3. If, when You purchased the Directory of Nonprofit Contractors, 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 Directory of Nonprofit Contractors; or (ii) if You are a corporation or other entity, You may authorize only one (1) employee of You to access and use the Directory of Nonprofit Contractors. 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 Directory of Nonprofit Contractors.
4. If, when You purchased the Directory of Nonprofit Contractors, 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 Directory of Nonprofit Contractors. 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 Directory of Nonprofit Contractors. 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 Directory of Nonprofit Contractors, provided any such Patron agrees to the provisions of the User Agreement and this License Agreement prior to any access or use of the Directory of Nonprofit Contractors. 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.
5. Corporations or other entities wishing to authorize more than twenty-five (25) employees to access and use the Directory of Nonprofit Contractors must obtain an Enterprise License Agreement.
6. 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 Directory of Nonprofit Contractors in any manner that directly or indirectly competes with GuideStar in any way whatsoever; or
  2. distribute, publish or copy the Directory of Nonprofit Contractors 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.
  If You desire to include any extract of the Directory of Nonprofit Contractors 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.
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 GuideStar Site at the time of purchase of the Directory of Nonprofit Contractors, or within thirty (30) days of the date of GuideStar'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 GuideStar Site (or any portion thereof), the Directory of Nonprofit Contractors and/or any of our other products.
2. Billing. You agree as follows:
  1. By using the Directory of Nonprofit Contractors, 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 Directory of Nonprofit Contractors, or a bill submitted via invoice, as applicable.
  3. 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.
  4. 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 Directory of Nonprofit Contractors without notice.
Accuracy and Warranty Disclaimers. 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 GuideStar does not warrant or guarantee the accuracy, quality, completeness, currency or validity of any information contained in the Directory of Nonprofit Contractors.
LIMITATIONS ON LIABILITY. WITHOUT LIMITING ANY PROVISIONS OF YOUR USER AGREEMENT (AS AMENDED BY THIS LICENSE AGREEMENT), IN NO EVENT SHALL GUIDESTAR'S TOTAL CUMULATIVE LIABILITY WITH RESPECT TO THIS LICENSE AGREEMENT OR THE DIRECTORY OF NONPROFIT CONTRACTORS EXCEED THE PURCHASE PRICE PAID FOR THE DIRECTORY OF NONPROFIT CONTRACTORS.
Term and Termination.
1. GuideStar may terminate Your License at any time, with or without cause, by giving You written notice of termination; provided that if GuideStar 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 Directory of Nonprofit Contractors, and all use of the GuideStar Site excepting uses expressly permitted under Your basic 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 Directory of Nonprofit Contractors 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 Directory of Nonprofit Contractors, 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 Directory of Nonprofit Contractors hereunder.
5. This License Agreement shall be governed by the laws of the Commonwealth of Virginia. This License Agreement is subject to the venue, jurisdiction and arbitration provisions set forth in the User Agreement.
6. This License Agreement and its associated invoice(s), as they together amend Your basic User Agreement with GuideStar, constitute the entire agreement between You and GuideStar with respect to the subject matter of this License Agreement. This License Agreement may not be modified except in accordance with the section of Your User Agreement entitled "Modification of this User Agreement."

I HAVE READ THIS LICENSE AGREEMENT AND AGREE TO ALL THE PROVISIONS ABOVE.