Financial SCAN License Agreement

Updated 3-01-12

Please note that Financial SCAN Fees are non-refundable.

READ THE TERMS AND CONDITIONS HEREIN CAREFULLY BEFORE USING THE FINANCIAL SCAN PRODUCT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR OTHERWISE USE THE FINANCIAL SCAN PRODUCT. YOUR CLICKING ON THE BUTTON MARKED "I ACCEPT" AND YOUR CONTINUED USE OF THE FINANCIAL SCAN PRODUCT 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, ON BEHALF OF THE PARTY THAT YOU REPRESENT, TO THIS LICENSE AGREEMENT.

This LICENSE AGREEMENT is made by and between GuideStar USA, Inc. ("GuideStar") and Nonprofit Finance Fund (“NFF”) (collectively, NFF and GuideStar are defined as “Licensors”, “We” or “Us”), on the one hand, and You, on the other hand. This License Agreement shall be effective upon Your acceptance of this Agreement by clicking on the button marked "I Accept" and payment of the initial 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 exchange for the covenants exchanged herein and for other good and valuable consideration, the receipt and sufficiency of which each party hereby acknowledges, the parties agree as follows.

  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 OF USE CAREFULLY BEFORE USING THE FINANCIAL SCAN PRODUCT. If you do not agree to these terms and conditions, you may not use the Financial SCAN product.
  2. License. Upon Your acceptance of this License Agreement and payment of the initial associated fee, You are granted a limited, non-exclusive and nontransferable license (the "License") to access the Financial SCAN product. The Financial SCAN product is a web-based, software as a service product offered and administered by GuideStar and NFF together. "Authorized User(s)" means the specific individual or individuals authorized by You (if any) to access and use the Financial SCAN product pursuant to the terms and conditions of this License Agreement. For avoidance of doubt, each Authorized User will establish a unique user ID and password, which authentication credentials shall not be shared with other individuals. Organizations wishing to obtain access for more than ten (10) Authorized Users must obtain an Enterprise License Agreement. While Your License is in effect, You and your Authorized Users are permitted to access and use the Financial SCAN product in order to run searches and generate reports to enable You to benchmark a specified nonprofit organization's financial metrics against industry standards and industry best practices. Your access to the online Financial SCAN subscription product is for Your internal use only. 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. Notwithstanding any provision herein or in the User Agreement, You and Your Authorized Users (if any) may not use any reports generated via the Financial SCAN product (i) for the purposes set forth in the Section hereunder titled "Prohibited Uses", or (ii) 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.

    Based on the number of licensed seats that you designated in your order form, You may authorize up to ten (10) individuals who are Your employees (unless Your order form expressly permits broader authorization) to access and use the Financial SCAN. For the avoidance of doubt, (i) You may purchase a multi-user license to Financial SCAN only if You are a corporation or other entity; and (ii) if You purchase a multi-user access, 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)) unless such broader authorization is expressly permitted by Your order form, to access and use Financial SCAN. 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 License Agreement.

    During the Term, you may download and/or print reports generated via Financial SCAN for your internal use. You may share final downloaded reports with third parties without limitation, subject to the terms of conditions of the License Agreement. You may continue to use those copies of reports generated via the Financial SCAN product that you downloaded or printed prior to termination or expiration of this License Agreement. All use of such reports hereunder remains subject to the terms of this License Agreement that survive the termination of this License Agreement and the User Agreement. Any excerpts from the Financial SCAN reports must clearly identify GuideStar, NFF and the Financial SCAN product as the source thereof. You hereby agree to reprint on reports and excerpts of reports all trademarks, logos, copyright notices and credits included by the Licensors and never to modify or remove any such trademarks, logos, copyright notices and credits.

    For purposes of this License Agreement, any reference in the User Agreement to the GuideStar Site shall be deemed to include a reference to the Financial SCAN product and any reference to GuideStar shall be deemed to be a reference to Licensors. For avoidance of doubt, the pricing, term of access and other applicable features of the Financial SCAN Product will be set forth on the applicable product pages within the GuideStar Site and the NFF website (located at www.nff.org), as well as in any sales materials provided to you by GuideStar or NFF. Please review the Product Description Page carefully prior to consummating your purchase, as the Financial SCAN product descriptions and features may change from time to time.

  3. Charges and Fees; Billing and Automatic Renewals.

    1. Charges and Fees. You agree as follows:

      1. You agree that the term of Your License shall be for a period of one (1) year (except with respect to a limited number of nonprofit organizations, as set forth in the section entitled "Financial SCAN Nonprofit Express Pass"), which License period may be renewed by the parties as set forth in Section 3(b)(iii) below.
      2. You agree to pay, using a valid credit card, the fixed and periodic charges and fees in effect from time to time with respect to Your License to the Financial SCAN product, as may then be set forth on the GuideStar Site.
      3. 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, License or subscription and refuse any and all current or future use by You of the Financial SCAN product.
    2. Billing and Automatic Renewals.

      1. By using the Financial SCAN product, You expressly agree that We are permitted to bill You a License fee. The License fee will be billed as a one-time up front payment for the Financial SCAN product prior to the Licensors' grant to You of access to the Financial SCAN product and the amount of the License fee will be based on the number of seats for Authorized Users that you purchase (for avoidance of doubt, there must one-to-one correlation between the number of Authorized Users and the number of seats licensed).
      2. As used in this License Agreement, "billing" shall indicate a charge against the credit card account number you provided when You subscribed to the Financial SCAN product.
      3. With respect to the Financial SCAN product, your License will automatically renew at the end of the then current initial term or renewal term, without prior notice to You, unless and until You cancel Your License or We terminate it. Unless Your License is so canceled or terminated, You will be billed on the first day of each successive renewal term. You must cancel Your subscription License before it renews in order to avoid billing of the next renewal License fees to Your credit card.
      4. We will automatically charge Your credit card at the start of each renewal period, unless You terminate or cancel Your subscription License before the relevant renewal period begins. Each time You use the Financial SCAN product, You shall be deemed to reaffirm Your agreement that We may charge Your credit card.
      5. We reserve the right to change fees payable under, and other terms of, this License Agreement for any renewal term, and will give You prior written notice of any such changes.
      6. In the event we cannot at any time charge Your credit card, we reserve the right to terminate Your access to the Financial SCAN product without notice.
  4. Term and Termination.

    1. GuideStar may terminate Your License to the Financial SCAN product 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 a pro rata portion of the fees billed to Your credit card with respect to the then-current initial or renewal term, as applicable.
    2. 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 Agreement in accordance with the terms and conditions hereof; or (B) termination of this Agreement; and, as appropriate, (ii) a refund of a portion of the fee paid by You with respect to the then current initial or renewal term reflecting Your actual proven damages.
    3. Termination or expiration of Your License means You may no longer exercise the additional rights granted by this License Agreement, including, without limitation, the rights to access and use Financial SCAN. You may continue to use information and materials You downloaded or printed prior to termination or expiration of this License Agreement, but any such use remains subject to the ownership, intellectual property and other terms and restrictions of this License Agreement (which survive the termination of this License Agreement and remain in full force and effect) and the User Agreement.
    4. You acknowledge and agree that any unauthorized use or disclosure by you of the Financial SCAN product or any infringement or violation of the Licensors' intellectual property rights, shall cause the Licensors irreparable injury for which the Licensors could not be fully compensated by money damages. You agree that, in the event of such a violation, the Licensors would be entitled to seek and recover (in addition to any other available remedies) preliminary and permanent injunctive relief without the necessity of posting bond or security, and further that the Licensors would be entitled to recover from you their attorneys' fees and costs incurred in seeking and obtaining such relief.
  5. Prohibited Uses. You may not, and shall not permit any Authorized User or third party, to do the following:

    1. use the Financial SCAN product other than as authorized by this Agreement;
    2. republish or distribute information from the Financial SCAN (including by posting same on any other web site) or use the information or reports obtained from Financial SCAN for commercial purposes;
    3. modify reports generated by Financial SCAN;
    4. disassemble, decode, decompile, or otherwise reverse engineer the Financial SCAN product, including, without limitation, any interfaces or software programs embedded therein;
    5. take any action that would impede or interfere with the operation of the Financial SCAN product;
    6. directly or indirectly, change, recompile, reframe, rent, sell, distribute or publish the Financial SCAN product, or any portion thereof;
    7. use any data mining, robots or similar data gathering and extraction methods with respect to the Financial SCAN product or any portion thereof;
    8. upload, post or transmit any content that is unlawful, harmful, threatening, abusive, disparaging, defamatory, libelous or obscene;
    9. impersonate any person or entity, attempt to hide the origin of any content you submit to the Financial SCAN product or falsely state or otherwise misrepresent your affiliation with another entity;
    10. upload, post or transmit any content that you do not have a right to make available under any law or under any contractual or fiduciary relationship (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
    11. upload, post or transmit any content that infringes any patent, trademark, trade secret, copyright or other proprietary right of any party; or
    12. otherwise engage in or encourage others to engage in unlawful activity using the Financial SCAN product.
  6. Financial SCAN Nonprofit Express Pass. Financial SCAN Express Pass is a lower cost, limited access subscription made available by the Licensors to nonprofit organizations that meet the Financial SCAN Eligibility Qualifications below. Financial SCAN Nonprofit Express Pass provides a qualifying nonprofit organization with a one-time, seven (7) day pass to access and use the Financial SCAN product to view the same type of report that donors or other users of Financial SCAN might see. For avoidance of doubt, each Financial SCAN Nonprofit Express Pass provides the nonprofit organization the right to run one report for one single EIN only. Financial SCAN Nonprofit Express Pass organizations who wish to gain unlimited annual access to Financial SCAN must register for a standard one-year License as set forth in this Agreement.

    1. Financial SCAN Nonprofit Express Pass Eligibility Qualifications. You may sign up for a Financial SCAN Nonprofit Express Pass if and only if you meet the following qualifications: (i) You are eighteen (18) years of age or older; and (ii) You are an officer, director, trustee or employee of the nonprofit organization for which you are registering for a Financial SCAN Express Pass.
    2. Certification. If you have registered for a Financial SCAN Nonprofit Express Pass, you represent and warrant that (i) you meet the Financial SCAN Nonprofit Express Pass Eligibility Qualifications set forth above; and (ii) you are an officer, director, trustee, employee or other authorized representative of a qualifying nonprofit organization that is classified as such under Section 501(c) of the Internal Revenue Code of 1986, and that you will use Financial SCAN solely for the purpose set forth in Section 6 above.
    3. Termination. Any violation of the provisions set forth in this Section 6 constitutes a material breach of this License Agreement. In addition to terminating the applicable Financial SCAN Nonprofit Express Pass and prohibiting the violating nonprofit organization from registering for Financial SCAN, the Licensors may pursue any and all other remedies available at law, in equity and under this Agreement.
  7. ACCURACY AND WARRANTY DISCLAIMERS

    The Licensors do not warrant or guarantee the accuracy, quality, completeness, currency, or validity of any information within Financial SCAN. The descriptive information and financial information is, in most cases, provided by non-profit organizations themselves or publicly available sources. Due to, among other things, the possibility of human and/or mechanical error, the Licensors shall not be responsible for any errors or omissions in the Financial SCAN product. The Licensors make no representations as to the accuracy or integrity of the information contained therein. The Licensors shall not be liable for any damages of any kind incurred as a result of the information posted within the Financial SCAN product.

    LICENSORS MAKE NO WARRANTY THAT THE FINANCIAL SCAN PRODUCT IS BUG FREE OR ERROR FREE, THAT SAME WILL OPERATE WITHOUT ANY INTERRUPTION, OR THAT USE OF SAME WILL RESULT IN ANY PARTICULAR RESULTS. THERE ARE NO WARRANTIES AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF ANY INFORMATION OR AGAINST INFRINGEMENT. FINANCIAL SCAN IS PROVIDED "AS IS" AND "WITH ALL FAULTS." THE LICENSORS MAKE NO WARRANTIES, AND DISCLAIM ALL WARRANTIES EXPRESS OR IMPLIED, OR ARISING BY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS OR WARRANTIES RELATING TO NONINFRINGEMENT, NONINTERFERENCE, ACCURACY, MERCHANTABILITY, TIMELINESS, PERFORMANCE, TITLE, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE.

  8. Limitation on Liability/Indemnity.

    IN NO EVENT SHALL THE LICENSORS (INCLUDING EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS) HAVE LIABILITY FOR PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOSS (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST BUSINESS, LOST PROFITS, OR LOST DATA) ARISING IN CONNECTION WITH THIS LICENSE AGREEMENT OR THE FINANCIAL SCAN SERVICE, REGARDLESS OF THE LEGAL THEORY ON WHICH SUCH DAMAGES ARE CLAIMED OR REGARDLESS OF WHETHER A LICENSOR HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. NOT ALL STATE LAWS ALLOW SUCH LIMITATIONS, AND YOUR RIGHTS MAY VARY. IN NO EVENT SHALL THE LICENSORS BE LIABLE FOR DAMAGES ARISING OUT OF THIS AGREEMENT OR THE USE OF FINANCIAL SCAN IN AN AMOUNT IN EXCESS OF $100.00.

    You agree to indemnify, defend and hold harmless the Licensors and each of their affiliates, respective officers, directors, employees, agents, successors, assigns, licensors, partners, joint venturers, customers and any other person or entity involved in the creation, production and/or distribution of the Financial SCAN product, from and against any and all claims, liabilities, costs and expenses (including, without limitation, attorneys' fees and expenses) incurred in connection with or arising from any breach by You of this License Agreement or resulting in connection with or arising from Your use of the Financial SCAN product.

  9. Endorsement Disclaimer

    The Licensors do not endorse, support, sanction, or verify the information or material on or accessible via the Financial SCAN product. Unless otherwise specifically indicated, the Licensors do not endorse and has no affiliation with any of the organizations mentioned, listed in, described on or linked to via the Financial SCAN product, and it makes no representations or warranties whatsoever with regard to those organizations or any other organization, entity or person.

  10. Disclaimer Regarding Financial and Legal Advice

    The information within Financial SCAN 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.

  11. Entire Agreement. 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 the Licensors 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.