Terms of Use and User Agreement

Terms of Use | User Agreement

Terms of Use

These Terms of Use constitute a binding contract between You and GuideStar USA, Inc. ("GuideStar"). Your access to and continued use of the GuideStar Web site located at www.guidestar.org (including any successor site) (the "GuideStar Site") constitutes Your acceptance, without limitation, of the terms and conditions of these Terms of Use. If You do not agree to be bound by these terms, You may not access or use the GuideStar Site.

Permitted and Prohibited Uses

Permitted Uses. You may access and use such portions of the GuideStar Site for which neither registration nor a fee is required (but not any other portions of the GuideStar Site, including, without limitation, any features and services for which registration is required, such as features and services associated with "GuideStar Basic" (collectively, "Registration-Based Products"), and any fee-based features or services, such as features and services associated with "GuideStar Premium" (collectively, "Fee-Based Products")) for the following purposes (collectively, "Permitted Uses"):

  1. to learn about nonprofit organizations for the purposes of evaluating them as recipients of personal charitable donations; or
  2. if You are an entity or governmental agency:
    1. investigating nonprofit entities for purposes of providing goods or services to them or for entering into other types of business relationships with them;
    2. fulfilling Your business or organizational mission of making charitable donations to nonprofit entities;
    3. conducting comparative or other "best practices" research purposes;
    4. for Your own internal business use; and
    5. in the case of governmental agencies, performing regulatory or research functions related to nonprofit entities.

You may download and print information from the GuideStar Site in connection with the Permitted Uses. GuideStar reserves all rights not expressly licensed. If You desire to access or use any Registration-Based Products, You can do so only by agreeing to the User Agreement with respect thereto. If You desire to access or use any Fee-Based Products, You can do so only by agreeing to the License Agreement with respect thereto. Persons or organizations wishing to obtain access to any Fee-Based Products for more than one subscriber must obtain an Enterprise License Agreement.

Prohibited Uses. You may not:

  1. use the GuideStar Site other than as authorized by these Terms of Use;
  2. use the GuideStar Site for the benefit of any third party, other than as part of a Permitted Use;
  3. republish or distribute information from the GuideStar Site (including by posting same on any other Web site);
  4. modify information from the GuideStar Site except in connection with a Permitted Use;
  5. disassemble, decode, decompile, or otherwise reverse engineer the GuideStar Site, including, without limitation, any interfaces or software programs comprising the GuideStar Site;
  6. take any action that would impede or interfere with the operation of the GuideStar Site or alter the contents of the GuideStar Site, or alter or interfere with any other content, site or software that GuideStar owns or controls;
  7. directly or indirectly, change, recompile, reframe, rent, sell, distribute or publish any of the GuideStar Site, any database thereon and/or any content thereon, or any portion thereof;
  8. use any data mining, robots or similar data gathering and extraction methods with respect to the GuideStar Site or any portion thereof; or
  9. use the GuideStar Site directly or indirectly in competition with GuideStar in any way whatsoever.

Access to the GuideStar Site

GuideStar reserves the right, for any reason and without notice, in its sole discretion, to terminate, change, suspend, or interrupt access, in whole or in part, to the GuideStar Site. GuideStar further reserves the right to impose registration, password and other security precautions on access to and use of the GuideStar Site.

Privacy Policy

You agree to the terms of our Privacy Policy, which is incorporated by reference.

Legal Notices and Proprietary Rights

You acknowledge and agree to the terms of GuideStar's Legal Notices, which are incorporated by reference. You agree not to take any action that would infringe, misappropriate, or violate GuideStar's intellectual property interests.

You agree not to upload or otherwise place any information on the GuideStar Site that would infringe or otherwise violate anyone's intellectual property interests or other rights, or that is false, misleading, defamatory, or otherwise contrary to law or regulation.

ACCURACY AND WARRANTY DISCLAIMERS

GuideStar does not warrant or guarantee the accuracy, quality, completeness, currency, or validity of any information on the GuideStar Site (including, without limitation, any database accessible via the GuideStar Site and its content) or linked from the GuideStar Site. The descriptive information is derived from IRS Forms 990, Forms 990-EZ, and Forms 990-PF filed by the nonprofit organizations or their voluntary responses to a GuideStar questionnaire. The financial data are taken from the IRS Business Master File, IRS Forms 990, Forms 990-EZ, Forms 990-PF, or information provided to GuideStar by organizations that are not required to file returns with the IRS. The news releases are also provided by the organizations. GuideStar 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.

Due to, among other things, the possibility of human and/or mechanical error, GuideStar shall not be responsible for any errors or omissions on the GuideStar Site. GuideStar makes no representations as to the accuracy or integrity of the information contained therein, including, without limitation, any content thereon. GuideStar shall not be liable for any damages of any kind incurred as a result of the information posted on the GuideStar Site including, without limitation, any content thereon.

GUIDESTAR MAKES NO WARRANTY THAT THE GUIDESTAR SITE 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. THE GUIDESTAR SITE IS PROVIDED "AS IS" AND "WITH ALL FAULTS." GUIDESTAR HAS MADE AND MAKES NO OTHER WARRANTIES, AND IT DISCLAIMS 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 OR THAT ANY INFORMATION, EFFORTS, SERVICES OR SYSTEM PROVIDED BY GUIDESTAR WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS. GUIDESTAR MAKES NO REPRESENTATIONS OR WARRANTIES ON BEHALF OF ITSELF WITH RESPECT TO THIRD PARTY SOFTWARE OR EQUIPMENT AND EXPRESSLY EXCLUDES ANY AND ALL LIABILITY ARISING FROM OR RELATING TO A THIRD PARTY'S SOFTWARE AND/OR EQUIPMENT.

LIMITATIONS ON LIABILITY; INDEMNITY

IN NO EVENT SHALL GUIDESTAR (INCLUDING ITS 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 THESE TERMS OF USE, THE GUIDESTAR SITE, ANY DATABASE OR CONTENT THEREON OR THE USE OR INABILITY TO USE THE GUIDESTAR SITE, OR ANY DATABASE OR CONTENT THEREON, REGARDLESS OF THE LEGAL THEORY ON WHICH SUCH DAMAGES ARE CLAIMED OR REGARDLESS OF WHETHER GUIDESTAR HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. NOT ALL STATE LAWS ALLOW SUCH LIMITATIONS, AND YOUR RIGHTS MAY VARY.

You agree to indemnify, defend and hold harmless GuideStar, its affiliates, and their 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 GuideStar Site, 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 these Terms of Use or resulting in connection with or arising from Your use of the GuideStar Site.

Endorsement Disclaimer

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

Disclaimer Regarding Financial and Legal Advice

The information on the GuideStar Site 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.

Disclaimer Regarding Documents Uploaded to the GuideStar Web Site

You are solely responsible for the documents you upload to the GuideStar Web site. You are advised not to upload Schedule B (List of Contributors) with the Form 990 for a public charity. You are advised to block any signatures, social security numbers, and personal addresses from documents that you upload. GuideStar reserves the right to refuse any document. In addition, GuideStar has the right to terminate any document at any time for any reason. GuideStar and its affiliates make no representations or warranties of any kind, whether express or implied, regarding any of the documents on the GuideStar Web site. GuideStar will not be held liable for any damages.

Termination; Equitable Remedies

GuideStar may terminate these Terms of Use (including Your rights hereunder) at any time, with or without notice and with or without cause. Terms of these Terms of Use that, by their nature, survive the termination or expiration of these Terms of Use, shall so survive.

You acknowledge and agree that any unauthorized use or disclosure by You of the GuideStar Site or any infringement or violation of GuideStar's intellectual property rights, shall cause GuideStar irreparable injury for which GuideStar could not be fully compensated by money damages. You agree that, in the event of such a violation, GuideStar 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 GuideStar would be entitled to recover from You its attorneys' fees and costs incurred in seeking and obtaining such relief.

Force Majeure

GuideStar shall have no liability whatever for delays or interruptions in delivery or accessibility of any of the GuideStar Site, interruptions of service or other breach of these Terms of Use due to fire, explosion, lightning, power surge or failure, water, acts of God, war, civil disturbance, terrorism, acts or omissions of communications carriers, or other causes beyond GuideStar's reasonable control.

Dispute Resolution

These Terms of Use shall be governed and construed by the laws of the Commonwealth of Virginia, without regard to its choice of law rules. You agree that, by entering into these Terms of Use and accessing and/or using the GuideStar Site, You are transacting business in the Commonwealth of Virginia and are subject to jurisdiction in its courts. Any legal or equitable action arising from these Terms of Use or in connection with the GuideStar Site shall be commenced and maintained in a court of competent subject matter jurisdiction within the Commonwealth of Virginia, and You consent to personal jurisdiction and venue in any such court. In the event it is held that jurisdiction or venue is wanting in such a court, an action then may be commenced in any other court having proper jurisdiction under applicable statutes and court rules. In the event of any dispute adjudicated between the parties, whether in litigation or permitted appeal, the prevailing party shall be entitled to recover from the party not prevailing its reasonable attorneys' fees and costs incurred in such proceeding. The parties agree that neither may bring a claim or assert a cause of action against the other, in any forum or manner, more than one (1) year after the cause of action accrued, except where the party could not have reasonably discovered the wrong giving rise to the claim within the basic facts supporting the claim within one (1) year.

Modification of These Terms of Use

GuideStar reserves the right, in its sole discretion, to modify, alter, or otherwise revise these Terms of Use (as well as its User Agreement, the License Agreements to our Fee-Based Products and the Legal Notices and Privacy Policy referenced in these Terms of Use) at any time by posting such modified versions on the GuideStar Site. You agree to monitor regularly these Terms of Use as they appear on the GuideStar Site. Your continued use of the GuideStar Site after the posting of any modified versions shall constitute agreement to these Terms of Use. These Terms of Use may be modified by Your agreement to any User Agreement and/or a License Agreement or License Agreements to one or more of our Fee-Based Products. These Terms of Use may not otherwise be modified or amended.

Notices

Except as is stated herein to the contrary, any notices to GuideStar must be given by postal mail sent to GuideStar's headquarters as then listed on the GuideStar Site. Any notices to You will be sent to the e-mail address that You provide to GuideStar.

Severability

Should any term of these Terms of Use be finally held by a court of competent jurisdiction to be invalid, unenforceable, void, or otherwise contrary to law or equity, GuideStar and You agree that such provision shall be automatically severed and the remainder of these Terms of Use that can be given effect shall continue to be given effect.

Entire Agreement

Subject to the following sentence, these Terms of Use constitute the entire agreement between GuideStar and You with respect to the subject matter of these Terms of Use, and supersede all prior agreements, understandings or representations between You and GuideStar with respect to the subject matter of these Terms of Use. These Terms of Use do not supersede or alter any User Agreement and/or License Agreement to one or more of our Fee-Based Products; and You must comply with the terms of these Terms of Use and each such other agreement to which You have agreed or may agree in the future. In the event of a conflict between these Terms of Use and any such other agreement to which you have agreed or in the future agree, the terms of such other agreement shall control. These Terms of Use may not be modified except in writing and as is permitted herein.


User Agreement

READ THE TERMS AND CONDITIONS HEREIN CAREFULLY BEFORE CONTINUING OR USING THE GUIDESTAR SITE (AS DEFINED BELOW). IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR OTHERWISE USE THE GUIDESTAR SITE. YOUR CLICKING ON THE BUTTON MARKED "I ACCEPT" AND YOUR CONTINUED USE OF THESE SERVICES INDICATES YOUR ACKNOWLEDGMENT THAT YOU HAVE READ AND ACCEPTED THESE TERMS AND CONDITIONS AND THIS USER AGREEMENT.

This User Agreement is a binding contract between You and Philanthropic Research, Inc. ("GuideStar"). Your access to and continued use of the GuideStar Web site located at www.guidestar.org (including any successor site) (the "GuideStar Site") constitutes your acceptance, without limitation, of the terms and conditions of this User Agreement. If You do not agree to be bound by these terms, You may not access or use the GuideStar Site.

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 GUIDESTAR SITE OR ANY FEE-BASED PRODUCT (AS DEFINED BELOW). If you do not agree to these terms and conditions, you may not use the GuideStar Site or any Fee-Based Product.

Permitted and Prohibited Uses

Permitted Uses. Upon Your acceptance of this Agreement by clicking on the button marked "I Accept", You are granted limited, non-exclusive and nontransferable license to access and use the GuideStar Site (including its database and certain other contents, but excluding portions of the GuideStar Site relating to fee-based features or services, such as features and services associated with "GuideStar Premium" (collectively, "Fee-Based Products")) for the following purposes (collectively, "Permitted Uses"):

  1. to learn about nonprofit organizations for the purposes of evaluating them as recipients of personal charitable donations; or
  2. if You are an entity or governmental agency:
    1. investigating nonprofit entities for purposes of providing goods or services to them or for entering into other types of business relationships with them,
    2. fulfilling Your business or organizational mission of making charitable donations to nonprofit entities;
    3. conducting comparative or other "best practices" research purposes;
    4. for Your own internal business use; and
    5. in the case of governmental agencies, performing regulatory or research functions related to nonprofit entities.

Prohibited Uses. You may not:

  1. use the GuideStar Site other than is authorized by this Agreement;
  2. use the GuideStar Site for the benefit of any third party, other than as part of a Permitted Use;
  3. republish or distribute information from the GuideStar Site (including by posting same on any other Web site);
  4. modify information from the GuideStar Site except in connection with a Permitted Use;
  5. disassemble, decode, decompile, or otherwise reverse engineer the GuideStar Site, including, without limitation, any interfaces or software programs comprising the GuideStar Site;
  6. take any action that would impede or interfere with the operation of the GuideStar Site or alter the contents of the GuideStar Site, or alter or interfere with any other content, site or software that GuideStar owns or controls;
  7. directly or indirectly, change, recompile, reframe, rent, sell, distribute or publish any of the GuideStar Site, GuideStar Database and/or GuideStar Content, or any portion thereof;
  8. use any data mining, robots or similar data gathering and extraction methods with respect to the GuideStar Site or any portion thereof; or
  9. use the GuideStar Site directly or indirectly in competition with GuideStar in any way whatsoever.

Access to the GuideStar Site

Except as provided below with respect to library Patrons (as defined below), if You are an individual, You will select a user name and password at the time You complete Your registration on the GuideStar Site. If You are an entity or governmental agency, You will, upon purchasing any of GuideStar's Fee-Based Products that permit access by one or more of your authorized users (which (unless Your agreement with GuideStar with respect to such Fee-Based Product expressly provides otherwise) may be Your employees but not independent contractors or third parties), be permitted to designate those of Your authorized users who will be permitted to access such Fee-Based Product on Your behalf, subject to the maximum number of authorized users to which You are permitted to grant access to such Fee-Based Product, as provided in the subscription or other agreement pursuant to which You purchased such Fee-Based Product. Such authorized users must complete GuideStar's registration process in order to receive passwords that will permit them to access such Fee-Based Product. (For the avoidance of doubt, if you are an authorized user of an entity or governmental agency (including, without limitation, a library) that has purchased one or more Fee-Based Products, all of the rights, obligations and agreements stated in this User Agreement as applicable to "You" shall apply equally to you as such an authorized user.) Only one individual may access the GuideStar Site at a time using the same user name and password. You are responsible for maintaining the confidentiality of the user name and password and are fully responsible for all activities that occur under Your user name or password, and, if You are an entity or governmental agency, for all activities that occur under the user names and passwords of Your authorized users to the extent such user names and/or passwords are used or misused in connection with any Fee-Based Product purchased by You.

You are responsible for ensuring that no unauthorized person will have access to Your user name, password or account. It is Your sole responsibility to monitor and control access to and use of Your user name, password and account. Your user name, password and account are not transferable. You grant GuideStar and all other persons and entities involved in the operation of the GuideStar Site the right to transmit, monitor, store, retrieve and use Your information in connection with the operation of the GuideStar Site. You agree to (a) immediately notify GuideStar of any unauthorized use of Your user name, password or account or any other breach of security, and (b) ensure that You exit from Your account at the end of each session. GuideStar cannot and will not be liable for any loss or damage arising from Your (or any authorized users') failure to comply with the provisions of this Section.

If Your access to the GuideStar Site is provided by or through a third party library that has entered into an agreement with GuideStar to allow its legitimate Patrons to access any Fee-Based Product without requiring such Patrons to sign in individually with user name and passwords, by using the GuideStar Site (including, without limitation, such Fee-Based Product), You agree to abide by all of the provisions of this User Agreement, except that the provisions above regarding registration and use of a user name and password may be inapplicable to Your use of the GuideStar Site and such Fee-Based Product to the extent such use is made via access provided by such library. "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.

GuideStar reserves the right, for any reason and without notice, in its sole discretion, to terminate, change, suspend, or interrupt access, in whole or in part, to the GuideStar Site. GuideStar further reserves the right to impose additional or other registration, password and other security precautions on access to and use of the GuideStar Site.

Downloading of Information

We may, in Our sole discretion, from time to time determine to permit You to download information accessible by You pursuant to one or more Fee-Based Products to which You have subscribed ("Information"). In the event GuideStar does so determine to permit downloading of any such Information, any such downloading shall be subject to the provisions of this Section. In addition to and not in limitation of any restrictions set forth elsewhere in this User Agreement or in any License Agreement for a Fee-Based Product, You agree that you shall not copy, download, upload or in any other way reproduce any Information except as expressly permitted pursuant to this Section.

If GuideStar determines to permit downloading of Information with respect to a Fee-Based Product, and You are then duly licensed by Us to access such Fee-Based Product, You shall be permitted to download such Information as and to the extent provided below:

  1. Information accessible pursuant to such Fee-Based Product may be downloaded solely for Your internal use (but not for general internal distribution) and only in accordance with this User Agreement and the License Agreement with respect to such Fee-Based Product. All Information so downloaded shall continue to be subject to all restrictions on use and other provisions applicable to such Fee-Based Product and/or the GuideStar Site set forth in this User Agreement or such License Agreement. The Information available to be downloaded with respect to any organization shall be as determined from time to time by Us in Our sole discretion.
  2. Information available to be downloaded by You may be saved in one or more files on the GuideStar Site created based upon the results of one or more searches conducted by You by means of such Fee-Based Product and accessible via Your subscription management page with respect to such Fee-Based Product on the GuideStar Site.
  3. You may access and download any such file, in such format or formats as We may make available on the GuideStar Site from time to time, in Our sole discretion, within the time period during which such file is available to be accessed by You as set forth from time to time on the subscription management page on the GuideStar Site with respect to Your subscription to such Fee-Based Product.
  4. During each monthly or yearly term, as applicable, and each renewal term, of Your subscription to a Fee-Based Product for which downloading of Information is permitted, Your and Your authorized users (if any) acting on Your behalf shall be limited to downloading up to such total number of Records as set forth from time to time on such subscription management page. The term "Record" means a set of Information with respect to a single organization returned by a search using a Fee-Based Product.
  5. Notwithstanding the foregoing, You acknowledge and agree that We reserve the right at any time and from time to time in Our sole discretion to (a) increase or decrease any limit on the maximum number of Records that may comprise any such file, including, without limitation, the maximum number of Records that may be returned per search or per session, (b) increase or decrease the time period during which You may access any such file, (c) increase or decrease any limit on the number of times You may access any such file, (d) increase or decrease any limit on the number of times You may download any such file, and (e) limit access to such Fee-Based Product to viewing or printing using a third party web browser function. In addition, You acknowledge and agree that You and Your authorized users (if any) shall be bound by any other access and download limitations per search and/or session applicable to such Fee-Based Product, as determined by Us from time to time in Our sole discretion. All download limitations will be enforced at Our sole discretion.
  6. Systematic access to or extraction of content from any Fee-Based Product or downloaded file or Information (as determined by GuideStar in Our sole discretion), including, but not limited to, the use of "bots" or "spiders", is strictly prohibited. Without limiting any other provision of this User Agreement, We reserve the right to monitor Your use of the GuideStar Site and any Fee-Based Product to ensure compliance with this User Agreement (including, without limitation, the provisions of this Section) and any License Agreement for a Fee-Based Product, and to prevent fraudulent use. Such monitoring of use may include but shall not be limited to determining whether or not the GuideStar Site or any Fee-Based Product is accessed under Your account from multiple computers, as well as noting downloads beyond the limit of the total number of allowable Records as may be set forth with respect to Your subscription to a Fee-Based Product for which downloading is permitted, or a disproportionate number of users. If such monitoring indicates You (or your authorized users, if any) are not in compliance with this User Agreement (including, without limitation, the provisions of this Section) or the License Agreement with respect to such Fee-Based Product, or if fraudulent activity is suspected, GuideStar reserves the right to take such action as it deems necessary, including, but not limited to, suspension or termination of your rights under this User Agreement and any and all License Agreements for Fee-Based Products, and any and all of Your account(s).

Use of Cookies

GuideStar may use cookie technology to help personalize Your experience on the GuideStar Site. A cookie is a small file that is sent to Your computer by a site's server. A cookie can be a record of Your visit to a site, including information such as Your user name, registration information, time of last visit, pages viewed, etc. A cookie created by one site's servers can be retrieved only by that site's servers.

You have the ability to accept or decline cookies. Most web browsers automatically accept cookies, but browser settings can usually be modified to decline all cookies, or to notify the user each time a cookie is sent and permit cookies to be accepted or declined on an individual basis. If You (or one of Your authorized users, if any) choose to decline cookies, You (or such authorized user) will need to enter Your (or such authorized user's) user name and password each time You (or such authorized user) desire to sign in to the GuideStar Site, and use of the GuideStar Site by You (or such authorized user) may also otherwise be negatively impacted.

Communications from GuideStar

You understand and agree that, as part of Your use of the GuideStar Site, GuideStar may send to You certain communications from time to time, including (a) product announcements, such as announcements concerning upgrades, modifications and/or enhancements to the GuideStar Site and any other products or services offered by GuideStar; (b) service announcements, such as announcements regarding possible interruptions or other conditions that may affect access to and/or use of the GuideStar Site and/or any other products or services offered by GuideStar; (c) subscription-related announcements, such as notification of impending subscription expirations and opportunities to upgrade subscriptions; and (d) other administrative updates. You further understand and agree that Your agreement to receive such communications is a condition to Your use of the GuideStar Site and other products and services offered by GuideStar, and that You will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new feature that augments or enhances the GuideStar Site, shall be subject to this Agreement.

Registration Information and Privacy Policy

As a condition of Your right to use the GuideStar Site, You agree to provide us with true, accurate and complete information as required by the registration process, including Your legal name, address, telephone number, and e-mail address (collectively, "Registration Data"), to allow us to share Your Registration Data with third parties for the purpose of verifying the information you provide and to otherwise use such Registration Data consistent with our Privacy Policy. You agree to the terms of our Privacy Policy, which is incorporated by reference.

Legal Notices and Proprietary Rights

You acknowledge and agree to the terms of GuideStar's Legal Notices, which are incorporated by reference. You agree not to take any action that would infringe, misappropriate, or violate GuideStar's intellectual property interests.

You agree not to upload or otherwise place any information on the GuideStar Site that would infringe or otherwise violate anyone's intellectual property interests or other rights, or that is false, misleading, defamatory, or otherwise contrary to law or regulation.

ACCURACY AND WARRANTY DISCLAIMERS

GuideStar does not warrant or guarantee the accuracy, quality, completeness, currency, or validity of any information on the GuideStar Site (including, without limitation, database accessible via the Site and its content) or linked from the GuideStar Site. The descriptive information is derived from IRS Forms 990, Forms 990-EZ, and Forms 990-PF filed by the nonprofit organizations or their voluntary responses to a GuideStar questionnaire. The financial data are taken from the IRS Business Master File, IRS Forms 990, Forms 990-EZ, Forms 990-PF, or information provided to GuideStar by organizations that are not required to file returns with the IRS. The news releases are also provided by the organizations. GuideStar 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.

Due to, among other things, the possibility of human and/or mechanical error, GuideStar shall not be responsible for any errors or omissions on the GuideStar Site. GuideStar makes no representations as to the accuracy or integrity of the information contained therein, including, without limitation, the GuideStar Content. GuideStar shall not be liable for any damages of any kind incurred as a result of the information posted on the GuideStar Site including, without limitation, the GuideStar Content.

GUIDESTAR MAKES NO WARRANTY THAT THE GUIDESTAR SITE 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. THE GUIDESTAR SITE IS PROVIDED "AS IS" AND "WITH ALL FAULTS." GUIDESTAR HAS MADE AND MAKES NO OTHER WARRANTIES, AND IT DISCLAIMS 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 OR THAT ANY INFORMATION, EFFORTS, SERVICES OR SYSTEM PROVIDED BY GUIDESTAR WILL FULFILL ANY OF YOUR PARTICULAR PURPSOSES OR NEEDS. GUIDESTAR MAKES NO REPRESENTATIONS OR WARRANTIES ON BEHALF OF ITSELF WITH RESPECT TO THIRD PARTY SOFTWARE OR EQUIPMENT AND EXPRESSLY EXCLUDES ANY AND ALL LIABILITY ARISING FROM OR RELATING TO A THIRD PARTY'S SOFTWARE AND/OR EQUIPMENT.

LIMITATIONS ON LIABILITY; INDEMNITY

IN NO EVENT SHALL GUIDESTAR (INCLUDING ITS 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 USER AGREEMENT, THE GUIDESTAR SITE, ANY DATABASE OR CONTENT THEREON OR THE USE OR INABILITY TO USE THE GUIDESTAR SITE, OR ANY DATABASE OR CONTENT THEREON, REGARDLESS OF THE LEGAL THEORY ON WHICH SUCH DAMAGES ARE CLAIMED OR REGARDLESS OF WHETHER GUIDESTAR HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. NOT ALL STATE LAWS ALLOW SUCH LIMITATIONS, AND YOUR RIGHTS MAY VARY.

You agree to indemnify, defend and hold harmless GuideStar, its affiliates, and their 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 GuideStar Site, 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 User Agreement or resulting in connection with or arising from Your use of the GuideStar Site.

Endorsement Disclaimer

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

Disclaimer Regarding Financial and Legal Advice

The information on the GuideStar Site 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.

Termination; Equitable Remedies

GuideStar may terminate this User Agreement at any time, with or without notice and with or without cause. Terms of this User Agreement that, by their nature, survive the termination or expiration of this User Agreement, shall so survive.

You acknowledge and agree that any unauthorized use or disclosure by you of the GuideStar Site or any infringement or violation of GuideStar's intellectual property rights, shall cause GuideStar irreparable injury for which GuideStar could not be fully compensated by money damages. You agree that, in the event of such a violation, GuideStar 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 GuideStar would be entitled to recover from you its attorneys' fees and costs incurred in seeking and obtaining such relief.

Force Majeure

GuideStar shall have no liability whatever for delays or interruptions in delivery or accessibility of any of the GuideStar Site, interruptions of service or other breach of this User Agreement due to fire, explosion, lightning, power surge or failure, water, acts of God, war, civil disturbance, terrorism, acts or omissions of communications carriers, or other causes beyond GuideStar's reasonable control.

Dispute Resolution

This User Agreement shall be governed and construed by the laws of the Commonwealth of Virginia, without regard to its choice of law rules. You agree that, by entering into this User Agreement and accessing and/or using the GuideStar Site, You are transacting business in the Commonwealth of Virginia and are subject to jurisdiction in its courts. Any legal or equitable action arising from this User Agreement or in connection with the GuideStar Site shall be commenced and maintained in a court of competent subject matter jurisdiction within the Commonwealth of Virginia, and you consent to personal jurisdiction and venue in any such court. In the event it is held that jurisdiction or venue is wanting in such a court, an action then may be commenced in any other court having proper jurisdiction under applicable statutes and court rules. In the event of any dispute adjudicated between the parties, whether in litigation or permitted appeal, the prevailing party shall be entitled to recover from the party not prevailing its reasonable attorneys' fees and costs incurred in such proceeding. The parties agree that neither may bring a claim or assert a cause of action against the other, in any forum or manner, more than one (1) year after the cause of action accrued, except where the party could not have reasonably discovered the wrong giving rise to the claim within the basic facts supporting the claim within one (1) year.

Modification of This User Agreement

GuideStar reserves the right, in its sole discretion, to modify, alter, or otherwise revise this User Agreement (as well as the License Agreements to our Fee-Based Products, Legal Notices, and Privacy Policy referenced in the User Agreement) at any time by posting such modified versions on the GuideStar Site. You agree to monitor regularly the User Agreement as it appears on the GuideStar Site. Your continued use of the GuideStar Site after the posting of any modified versions shall constitute agreement to the modified User Agreement. This User Agreement may be modified by Your agreement to a License Agreement or License Agreements to one or more or our Fee-Based Products. This User Agreement may not otherwise be modified or amended.

Notices

Except as is stated herein to the contrary, any notices to GuideStar must be given by postal mail sent to GuideStar's headquarters as then listed on the GuideStar Site. Any notices to You will be sent to the e-mail address that you provide to GuideStar.

Severability

Should any term of this User Agreement be finally held by a court of competent jurisdiction to be invalid, unenforceable, void, or otherwise contrary to law or equity, GuideStar and you agree that such provision shall be automatically severed and the remainder of this User Agreement that can be given effect shall continue to be given effect.

Entire Agreement

This User Agreement constitutes the entire agreement between GuideStar and You with respect to the subject matter of this User Agreement, and it supersedes all prior agreements, understandings or representations between You and GuideStar with respect to the subject matter of this User Agreement. This User Agreement may not be modified except in writing and as is permitted herein.