a. 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 Nonprofit Compensation Report for the year indicated on the Product Description Page (the "Compensation Report") 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 Compensation Report 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 Compensation Report 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 Compensation Report as the source thereof. "Authorized User(s)" means the individual or individuals authorized by You (if any) to access and use the Compensation Report pursuant to Section 2.c.ii or 2.d, as applicable.
b. 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 Compensation Report, whether the Compensation Report 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 Nonprofit Compensation Report so purchased by You, and not any other products, including, without limitation, updates there to or subsequent editions thereof, or any similar compensation reports with respect to any other time periods.
c. If, when You purchased the Compensation Report, 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 Compensation Report; or (ii) if You are a corporation or other entity, You may authorize only one (1) employee of You to access and use the Compensation Report. 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 Compensation Report.
d. If, when You purchased the Compensation Report, 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 Compensation Report. 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 Compensation Report. 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 Compensation Report, provided any such Patron agrees to the provisions of the User Agreement and this License Agreement prior to any access or use of the Compensation Report. 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.
e. Corporations or other entities wishing to authorize more than twenty-five (25) employees to access and use the Compensation Report must obtain an Enterprise License Agreement.
f. 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:
- transmit electronically, extract, excerpt, summarize or otherwise use the Compensation Report in any manner that directly or indirectly competes with GuideStar in any way whatsoever; or
- distribute, publish or copy the Compensation Report 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 Compensation Report 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.
Term and Termination.
a. 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.
b. You may terminate Your License, with or without cause, by giving Us written notice of termination, and ceasing all use of the Compensation Report, and all use of the GuideStar Site excepting uses expressly permitted under Your basic User Agreement.
c. 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 Compensation Report reflecting Your actual proven damages.
d. 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 Compensation Report, 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 Compensation Report hereunder.
e. 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.
f. 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".