GuideStar Premium Subscription and Premium Pay as You Go License Agreement

Updated 9-08-10

Please note that subscriptions and "pay as you go" report purchases are non-refundable (subject to terms of applicable product license agreement).

READ THE TERMS AND CONDITIONS HEREIN CAREFULLY BEFORE CONTINUING OR USING GUIDESTAR PREMIUM SUBSCRIPTION OR A GUIDESTAR PREMIUM PAY AS YOU GO PRODUCT (EACH AS DEFINED BELOW). IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR OTHERWISE USE GUIDESTAR PREMIUM SUBSCRIPTION OR THE APPLICABLE GUIDESTAR PREMIUM PAY AS YOU GO PRODUCT. YOUR CLICKING ON THE BUTTON MARKED "I ACCEPT" AND YOUR CONTINUED USE OF GUIDESTAR PREMIUM SUBCRIPTION OR THE GUIDESTAR PREMIUM PAY AS YOU GO 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" or "We"), and You. 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.

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 GUIDESTAR PREMIUM SUBSCRIPTION OR ANY GUIDESTAR PREMIUM PAY AS YOU GO PRODUCT. If you do not agree to these terms and conditions, you may not use GuideStar Premium Subscription or any GuideStar Premium Pay as You Go product.
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 (a) the fee-based, subscription-based features and services from time to time designated individually and collectively on the GuideStar Site as "GuideStar Premium Subscription" for the term selected by You when You purchased Your subscription License using the "Shopping Cart" feature of the GuideStar Site; and/or (b) the individual report or other product that you purchased on a "Pay as You Go" basis, subject to the pricing, feature descriptions and access terms set forth on the Product Description Page that appears prior to the consummation of your purchase. The term "Premium Pay as You Go" refers to reports or other products offered by GuideStar that you purchase on an à la carte basis and that are available to you online for a limited period of time (e.g., thirty (30) days) as set forth in the applicable Premium Pay as You Go Product Description Page. You are granted access to GuideStar Premium Subscription and Premium Pay as You Go products hereunder as an individual subscriber only; persons or organizations wishing to obtain access for more than one subscriber must obtain an Enterprise License Agreement. While Your License is in effect, You are permitted to access and use GuideStar Premium Subscription and/or the applicable Premium Pay as You Go product for the Permitted Uses specified in the User Agreement. 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. For purposes of this License Agreement, any reference in the User Agreement to the GuideStar Site shall be deemed to include a reference to GuideStar Premium Subscription and GuideStar's Premium Pay as You Go products. For avoidance of doubt, the pricing, term of access and other applicable features of each GuideStar Premium Pay as You Go product will be set forth on the Product Description Page. Please review the Product Description Page carefully prior to consummating your purchase, as the Premium Pay as You Go product descriptions and features may change from time to time.
Charges and Fees; Billing and Automatic Renewals.
1. Charges and Fees. You agree as follows:
  i. You agree that the term of Your License shall be for the period (which may be monthly, yearly, Pay as You Go or such other period as may then be offered by GuideStar) selected by You when You purchased such License using the "Shopping Cart" feature on the GuideStar Site, as such initial monthly, yearly, Pay as You Go or other term may from time to time be renewed pursuant to Section 3.b. below. For the avoidance of doubt, if you have selected a term other than monthly or yearly for Your License, any reference in the User Agreement or this License Agreement to a monthly or yearly term with respect to Your License shall be deemed to refer to such other term.
  ii. 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 (whether monthly, yearly, Pay as You Go or otherwise, as applicable based on the term of Your License) to GuideStar Premium Subscription or the applicable Premium Pay as You Go product, as may then be set forth on the GuideStar Site.
  iii. 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 GuideStar Site (or any portion thereof), GuideStar Premium Subscription, GuideStar Premium Pay as You Go products or any of our other Fee-Based Products.
2. Billing and Automatic Renewals.
  i. By using GuideStar Premium Subscription or a GuideStar Premium Pay as You Go product, You are expressly agreeing that We are permitted to bill You a License fee. The License fee will be billed (a) for GuideStar Premium Subscription services, at the beginning of your subscription License term and of each renewal term thereafter unless and until You cancel Your subscription License; and (b) for Premium Pay as You Go products, as a one-time up front payment for the applicable product prior to GuideStar's grant to You of access to the applicable Premium Pay as You Go product.
  ii. As used in this License Agreement, "billing" shall indicate a charge against the credit card account number you provided when You subscribed to GuideStar Premium Subscription or licensed the right to access a Premium Pay as You Go product.
  iii. With respect to GuideStar Premium Subscription, your subscription 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. The billing and renewal term of Your License will depend on the term You chose. Unless Your License is so canceled or terminated, You will be billed on the first day of each successive renewal term, whether such renewal term is a monthly term, yearly term or other term selected by You when You purchased Your License. You must cancel Your subscription License before it renews in order to avoid billing of the next renewal License fees to Your credit card.
  iv. For GuideStar Premium Subscription, 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 GuideStar Premium Subscription, You shall be deemed to reaffirm Your agreement that We may charge Your credit card.
  v. 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.
  vi. In the event we cannot at any time charge Your credit card, we reserve the right to terminate Your access to GuideStar Premium Subscription without notice.
Term and Termination.
1. GuideStar may terminate Your License to GuideStar Premium Subscription or the applicable GuideStar Premium Pay as You Go 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. For GuideStar Premium Subscription, You may terminate Your subscription License, with or without cause, by giving GuideStar written notice of termination or by canceling through Your subscription-management page on the GuideStar Site, and ceasing all use of GuideStar Premium Subscription, and all use of the GuideStar Site excepting uses expressly permitted under the User Agreement (or under any separate license agreement for a GuideStar Premium Pay as You Go product or other fee-based service).
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 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.
4. 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 GuideStar Premium Subscription or the applicable Premium Pay as You Go product, but shall not in itself cause termination or expiration of the User Agreement. 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.
5. 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.