The Foundation Directory Online Subscription Service

Subscriber Agreement

The Foundation Directory Online service and the functions, facilities, and services related thereto ("Service") is a subscription service within a proprietary World Wide Web site operated and maintained by the Foundation Center ("Center"), a nonprofit organization, at the URL: http://www.fdncenter.org and http://www.fconline.fdncenter.org (the "Foundation Center's Web Site"and the "Service Web Site," respectively). The Service consists of multiple subscription services, each of which is described in paragraph 15(a) of this Agreement, and each of which is for use solely by individuals and/or entities who are authorized by the Center to use it. As used in this Subscriber Agreement ("Agreement"), the terms "you," "your" and "Subscriber" refer to the individual, company, organization or other legal entity on whose behalf this Agreement is accepted.

By clicking on the "I ACCEPT" button at the bottom of this Agreement, you are applying to become a paid Subscriber to the particular subscription service(s) that you select ("Subscription"). This Agreement sets forth the terms and conditions on which the Center is willing to permit your use of the Service and your responsibilities as a Subscriber. If your application to become a Subscriber is accepted by the Center, you agree to use the Service in strict accordance with, and to be bound by, all of the terms and conditions contained in this Agreement. If you do not wish to be bound by this Agreement, simply click the "I DO NOT ACCEPT" button at the bottom of this Agreement and you will be returned to the Foundation Center's Web Site home page.

If you are applying for a Subscription under a Multiple User Plan, as described in paragraph 15(d)(1) below, you agree to obtain, for the benefit of the Center, the consent to the terms and conditions of this Agreement by all Additional Users designated by you and to be responsible for the full compliance with the terms and conditions of this Agreement by all such Additional Users. Only companies, organizations or other legal entities may be Subscribers under Multiple User Plans, and Additional Users under Multiple User Plans must be employees of the Subscriber. This Agreement may be viewed at any time by you and Additional Users at http://www.fconline.fdncenter.org/fdhlp2/1subagre.htm or at http://www.fconline.fdncenter.org/learnmore/agree.html. If you are an Additional User of a Subscription under a Multiple User Plan, as described in paragraph 15(d)(1) hereof, all of the rights, obligations and agreements of Subscribers stated in this Agreement (whether referred to as "Subscriber," "you" or "your") shall apply equally to you as an Additional User, except for the obligation to pay the Subscription fees and any other rights, obligations or agreements expressly excepted from application to Additional Users.

This Agreement is between you and the Center. The Center may be reached through the following e-mail address: customerservice@fdncenter.org. Use of the Service signifies your agreement to all of the terms and conditions set forth in this Agreement and modifications thereto made in accordance with paragraph 13 hereof.

NOTICE TO SUBSCRIBERS IN CALIFORNIA: Any complaints about the Service should first be brought to the attention of the Center at the following e-mail address: customerservice@fdncenter.org. Any complaint not resolved between the Center and yourself may be brought to the attention of The Department of Consumer Affairs, Complaint Mediation Division, 400 R Street, Sacramento, California 95814; toll-free telephone number 1-800-952-5210.

1. Subscription Services and Pricing

The subscription services provided through the Service are described in paragraph 15(a) below. Each subscription service provides access to one or more databases (the "Database(s)") and is available under both Single User Plans and Multiple User Plans, each of which are available on both monthly and annual Subscription plans at the rates set forth in paragraph 15(d)(1) below, subject to the Center's right at any time to increase or otherwise modify the Subscription rates, or types of Subscriptions available. Notice of changes in rates and/or types of subscription services will be sent to Subscribers via e-mail notification, or will be posted on the Service Web Site or at the Foundation Center's Web Site.

2. User Name and Password

(a) Subscribers will select their own identification code ("User Name") and password ("Password") at the time of application to become a Subscriber. The User Name and Password selected will be required to access your Subscription on the Service. Subscribers may access the Service only using their User Name and Password, and (except as expressly provided below for Multiple User Plans) may not allow any other person to access the Service using their User Name or Password. Subscribers shall not disclose their Password to any other person or entity and shall make all reasonable efforts to maintain their Password as secret and confidential. Subscribers under a Multiple User Plan shall disclose their User Name and Password only to the number of Additional Users permitted under the Multiple User Plan for which the Subscription fee is paid. Additional Users must be employees of the Subscriber to the Multiple User Plan.

(b) Subscribers are solely responsible for maintaining the confidentiality of their Password, and for all use, whether authorized or unauthorized, of the Service under their User Name and Password. The Center shall have no obligation with regard thereto. If the individual Subscriber has subscribed on behalf of a library or other public institution entitled under paragraph 4(c) to extend the license rights herein granted to patrons of such institution, the Subscriber shall personally access the Subscription prior to permitting access thereto by the patron, without disclosing the Subscriber's Password to the patron.

(c) Subscribers must promptly inform the Center if they suspect any breach of security, such as loss, theft, or unauthorized disclosure or use of any User Name, Password, or credit card number used in connection with the Service. Until the Center is properly notified of a breach of security by e-mail notice at customerservice@fdncenter.org or by telephone at 1-800-424-9836, the Subscriber will remain responsible for any unauthorized use of the Service occurring under the Subscriber's User Name and Password. Liability for unauthorized use of your credit card is subject to your agreement with your credit card company.

(d) Logs of all accesses to the Service may be kept and (except in the case of Multiple User Plans) logins from more than three (3) distinct second-level domains shall constitute proof of violation of a Subscriber's obligation not to disclose his/her Password, and may result in the Center's termination of the Subscriber's access to the Service, without notice or warning.

(e) REMEMBER YOUR USER NAME AND PASSWORD! If you forget either of them, the Center may disclose them to you under security procedures determined by the Center, which may result in substantial delays in your ability to access the Service.

3. Grant of Rights

This Agreement constitutes a non-exclusive, non-transferable license to use the Service in strict accordance with the provisions of this Agreement. The Database(s) and all other aspects of the Service are the property of the Center and are protected by copyright laws and international treaties. This Agreement does not grant you the right to use any Center trademark, service mark, or logo for any purpose whatsoever.

4. License Rights

Upon your acceptance as a Subscriber or selection by a Subscriber as an Additional User, and subject to the restrictions in paragraph 5 below, you are hereby granted a non-exclusive license to:

(a) Use the Service to perform searches of the Database(s) included in your Subscription; and

(b) Print hard copies of any search output that does not contain a significant segment of the Database(s), which copies (i) may be used by Subscriber for INTERNAL PURPOSES ONLY; (ii) must retain the Center's copyright information on said hard copies; and (iii) may not be sold or distributed.

The license rights granted herein are limited to the Subscriber and authorized Additional Users alone and do not extend to any subsidiary, parent, related or affiliated organizations, OR TO ANY THIRD PARTY, except that where the Subscriber is a library or other public institution, Subscriber's rights to use the Service and the Database(s) are extended to the patrons of those institutions as well, so long as such use is in accordance with the terms of this Agreement. All rights not expressly granted in this Agreement are reserved to the Center.

5. Restrictions

(a) Subscriber shall not sell, distribute, loan, lease, or commercially exploit the Database(s), or any search output therefrom, or create any derivative work using the Database(s).

(b) Subscriber shall not transfer, assign, or sublicense this Agreement or its rights hereunder without the prior written permission of the Center.

6. Personal Information

(a) The Center will maintain as confidential all information regarding your credit card used to pay the Subscription fee, where applicable, and will not disclose such information to any third party except as may be necessary to validate the card or to implement charges for your Subscription, or as permitted by paragraph 8(b) hereof.

(b) You acknowledge and agree that the Center may use other information about you which the Center obtains either directly from you or which it obtains by the nature of your use of the Service as permitted by paragraph 8(b) thereof.

7. Proprietary Materials

(a) The Service contains copyrighted material, trademarks, and other proprietary information of the Center (collectively "Proprietary Material"), including, but not limited to, text, software, photos, graphics, and images. You agree not to modify, publish, transmit, participate in the transfer or sale of, create derivative works of, or in any way exploit, in whole or in part, any Proprietary Material.

(b) The Service in its entirety is: Copyright 1995-2003, The Foundation Center. All Rights Reserved.

(c) Except as otherwise expressly permitted by this Agreement, or as permitted under copyright law, no posting, copying, downloading, uploading, transmission, retransmission, distribution, redistribution, publication, republication, decompilation, disassembling, reverse engineering, or otherwise modifying or commercially exploiting of any Proprietary Material is permitted without the express permission of the copyright owner. In the event of any copying, redistribution, or publication of copyrighted material as permitted by law, no changes in or deletion of author attribution, trademark, legend, or copyright notice shall be made.

(d) The Foundation Directory Online, The Foundation Directory Online Plus, The Foundation Directory Online Premium, and The Foundation Directory Online Platinum service marks and other Center marks and logos are servicemarks and trademarks of the Center. Other trademarks, service marks, and logos used in the Service Web Site or the Foundation Center's Web Site are the trademarks, service marks, or logos of their respective owners.

8. Subscriber Information

(a) For purposes of identification, billing, and marketing, Subscribers agree to provide the Center with accurate, complete, and updated information required at the time of registration as a Subscriber ("Registration Data"), including your legal name, address, telephone number(s), e-mail address, and applicable payment data (e.g., credit card number and expiration date for Subscribers paying by credit card), and other information. The Center reserves the right to verify the accuracy of this information. You agree to promptly notify the Center of any change in your Registration Data. See paragraph 15 below for details on notifying the Center of these changes. Failure to comply with this provision may result in immediate suspension or termination of your license to use the Service.

(b) The Center reserves the right to reveal any Registration Data or other information in its possession regarding Subscribers and Additional Users in cooperation with a request or investigation by any governmental body or governmental agency, or as otherwise required by law.

9. Indemnification

(a) You agree to indemnify, defend, and hold harmless the Center and its directors, employees, licensors, independent contractors, providers, subsidiaries and affiliates (collectively, the "Affiliates") from and against any and all liability and costs (including attorneys' fees and costs) incurred by the Center and/or the Affiliates in connection with any claim arising out of any breach by you of any provision of this Agreement.

(b) You agree to cooperate as fully as reasonably required in the defense of any such claims. The Center reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any claim without the written consent of the Center.

10. LIMITED WARRANTY

(a) THE SERVICE AND THE DATABASE(S) ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY, OR CONTENT OF ANY INFORMATION OR MATERIAL PROVIDED BY OR THROUGH THE SERVICE, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY, ACCURACY, ADEQUACY, COMPLETENESS, CURRENCY, CORRECTNESS, OR VALIDITY OF ANY INFORMATION OR MATERIAL PROVIDED BY OR THROUGH THE SERVICE RESTS WITH THE SUBSCRIBER.

(b) The Center does not warrant that the functions of the Service will meet Subscriber's requirements or that the operation of the Service or the Database(s) will be uninterrupted or error free.

(c) The Center shall not be liable for any loss or injury arising out of or caused, in whole or in part, by any negligent acts or omissions in procuring, compiling, collecting, interpreting, reporting, communicating, or delivering information contained in the Service or the Database(s).

(d) The Center has no control over the content of the World Wide Web sites or Portable Document Format (PDF) files of foundation IRS 990-PF filings that may be accessed from the Foundation Center Web Site or the Service Web Site through hypertext links ("Linked Sites"), and is not responsible for their content. The Linked Sites are provided for your convenience only and you access them at your own risk.

11. LIMITATIONS ON LIABILITY AND REMEDIES

(a) THE CENTER IS NOT AND SHALL NOT BE LIABLE FOR ANY CLAIM, INJURY, OR DAMAGE ARISING FROM THE USE OR INABILITY TO USE THE SERVICE. THIS DISCLAIMER OF LIABILITY INCLUDES, BUT IS NOT LIMITED TO, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION OR DELIVERY, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORDS, PROGRAMS OR FILES, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.

(b) In no event shall the Center be liable for any indirect, special, incidental, punitive, or consequential damages, including lost profits, arising out of the use or performance of the Service, even if the Center has been advised of the possibility of such damages.

(c) In the event that any of the limitations on liability or remedies contained herein shall be adjudged invalid by a court of competent jurisdiction, in no event shall the Center's damages under any legal theory exceed the total fees paid by Subscriber under the license granted herein during the twelve months immediately preceding the date on which the cause of action arose.

12. Termination

The Center may terminate the right of any Subscriber to access the Service at any time, with or without cause, in the Center's absolute discretion and without notice. The recital in this Agreement of specific grounds for termination of a Subscriber's right to access the Service shall in no manner whatsoever limit the Center's absolute right to terminate any Subscriber's access to the Service under this paragraph.

13. Modifications of Agreement or Service

(a) The Center has the right to modify this Agreement in any manner and at any time, without notice or liability. Any modification is effective immediately upon the earlier of (i) notice by electronic mail to the e-mail address last provided to the Center by you; or (ii) fifteen days following the date that the modified Agreement is first posted on the Service. Your continued use of the Service following its effective date shall be conclusively deemed an acceptance of all such modification(s). Your only right with respect to any dissatisfaction with any modifications made pursuant to this provision, or any policies or practices of the Center in providing the Service, including, without limitation, (i) any changes in the content of the Service, or (ii) any change in the amount or type of fees, charges, or assessments payable under this Agreement, is to terminate your Subscription and continued use of the Service by delivering proper notice thereof to the Center in accordance with the instructions provided in paragraph 15(d)(7) below. Such notice will be effective at the end of your current billing cycle, as set forth in paragraph 15(d)(7)(ii) below.

(b) The Center may at any time, without notice or liability, change or eliminate any content or feature of the Service, or restrict the use of any portion of the Service, including limiting the time of its availability, the amount of use permitted, or the persons who are permitted to use it. Your only right with respect to any dissatisfaction with any service related change or elimination is to terminate your Subscription and continued use of the Service by delivering proper notice to the Center in accordance with the instructions provided in paragraph 15(d)(7) below. Such notice will be effective at the end of your current billing cycle, as set forth in paragraph 15(d)(7)(ii) below.

14. General

(a) Failure by the Center to enforce any provision(s) of this Agreement shall not be construed as a waiver of any provision or right.

(b) This Agreement, and all other aspects of a Subscriber's use of the Service, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws rules. All claims and disputes arising out of this Agreement or your use of the Service shall be submitted to and resolved by binding arbitration, pursuant to the Rules and Regulations, and under the auspices of the American Arbitration Association. Any arbitration proceeding shall take place in the Borough of Manhattan, New York, New York. No demand for arbitration or action of any kind or nature arising out of this Agreement, or out of any use of the Service by a Subscriber, shall be brought by either the Center or any Subscriber more than one year after the date on which the cause of action first arises. Judgment upon the award rendered by the arbitrator may be entered in, and enforced by, and each party to this Agreement submits to the exclusive jurisdiction of, the state and federal courts sitting in the Borough of Manhattan, New York, New York, and waives any jurisdictional, venue, or inconvenient forum objections to such courts. In any arbitration proceeding or action to enforce the arbitrator's award, the prevailing party will be entitled to costs and attorneys' fees.

(c) This Agreement constitutes the entire agreement between you and the Center with respect to the Service and supersedes all prior agreements or understandings between you and the Center with respect thereto.

15. Subscription Services, Fees and Policies

(a) The subscription services currently available through the Service are:

(1) The Foundation Directory Online, which provides Subscribers with access to a database of information on approximately 10,000 of the largest foundations in the United States. By entering specific criteria into search fields, Subscribers can perform searches that will assist them in targeting appropriate funding sources.

(2) The Foundation Directory Online Plus, which provides Subscribers with access to the same database provided in The Foundation Directory Online, plus an additional searchable database of more than 250,000 grants awarded by approximately 1,200 of the largest foundations in the United States.

(3) The Foundation Directory Online Premium, which provides Subscribers with access to information on approximately 20,000 large and mid-sized foundations in the United States, plus an additional searchable database of more than 250,000 grants awarded by approximately 1,200 of the largest foundations in the United States.

(3) The Foundation Directory Online Platinum, which provides Subscribers with access to information on the Foundation Center's comprehensive database of more than 74,000 foundations, corporate givers, and grantmaking public charities in the United States, plus an additional searchable database of more than 250,000 grants awarded by approximately 1,200 of the largest foundations in the United States.

(b) You are responsible for all fees, charges, or assessments resulting from use of the Service. All amounts are to be paid in U.S. dollars.

(c) The Center reserves the right to increase any fees, charges, or assessments and to institute new fees at any time by notifying Subscribers via e-mail or posting a notice on the Service Web Site and/or the Foundation Center's Web Site.

(d) The terms and conditions relating to Subscription fees and policies are as follows:

(1) Subscription Plans and Rate Schedule

You may subscribe to any subscription service described in paragraph 15(a) under either a Single User Plan (available to individuals, companies, organizations or other legal entities), in which you are the only person authorized to use the Subscription, or a Multiple User Plan (available only to companies, organizations or other legal entities), in which you are the Subscriber and are entitled to designate a limited number of "Additional Users" (the number of Additional Users being determined by the Multiple User Plan selected) to use the Subscription. At present, the following Multiple user Plans are available: the Three User Plan (permitting the Subscriber and two Additional Users to access the Subscription under the same User Name and Password), the Six User Plan (permitting the Subscriber and five Additional Users to access the Subscription under the same User Name and Password), the the Nine User Plan (permitting the Subscriber and eight Additional Users to access the Subscription under the same User Name and Password), the Twelve User Plan (permitting the Subscriber and eleven Additional Users to access the Subscription under the same User Name and Password), the Fifteen User Plan (permitting the Subscriber and fourteen Additional Users to access the Subscription under the same User Name and Password), and the Eighteen User Plan (permitting the Subscriber and seventeen Additional Users to access the Subscription under the same User Name and Password). The Subscription fees payable for each Subscription plan are as follows:

(i) The Foundation Directory Online Subscription:

(I) Monthly Subscription: The monthly Subscription is available only where payment is made by credit card. The monthly fees payable for each of the available Subscription plans for The Foundation Directory Online are: (A) Single User Plan -- $19.95; (B) Three User Plan -- $39.95; (C) Six User Plan -- $69.95; (D) Nine User Plan -- $99.95; (E) Twelve User Plan -- $129.95; (F) Fifteen User Plan -- $159.95; and (G) Eighteen User Plan -- $189.95.

(II) Annual Subscription: The annual fees payable for each of the available Subscription plans for The Foundation Directory Online are: (A) Single User Plan -- $195; (B) Three User Plan -- $395; (C) Six User Plan --$695; (D) Nine User Plan -- $995; (E) Twelve User Plan -- $1,295; (F) Fifteen User Plan -- $1,595; and (G) Eighteen User Plan -- $1,895.

(ii) The Foundation Directory Online Plus Subscription:

(I) Monthly Subscription: The monthly Subscription is available only where payment is made by credit card. The monthly fees payable for each of the available Subscription plans for The Foundation Directory Online Plus are: (A) Single User Plan -- $29.95; (B) Three User Plan -- $59.95; (C) Six User Plan -- $89.95; (D) Nine User Plan -- $119.95; (E) Twelve User Plan -- $149.95; (F) Fifteen User Plan -- $179.95; and (G) Eighteen User Plan -- $209.95.

(II) Annual Subscription: The annual fees payable for each of the available Subscription plans for The Foundation Directory Online Plus are: (A) Single User Plan -- $295; (B) Three User Plan -- $595; (C) Six User Plan --$895; (D) Nine User Plan -- $1,195; (E) Twelve User Plan -- $1,495; (F) Fifteen User Plan -- $1,795; and (G) Eighteen User Plan -- $2,095.

(iii) The Foundation Directory Online Premium Subscription:

(I)Monthly Subscription: The monthly Subscription is available only where payment is made by credit card. The monthly fees payable for each of the available Subscription plans for The Foundation Directory Online Premium are: (A) Single User Plan -- $59.95; (B) Three User Plan -- $89.95; (C) Six User Plan -- $119.95; (D) Nine User Plan -- $149.95; (E) Twelve User Plan -- $179.95; (F) Fifteen User Plan -- $209.95; and (G) Eighteen User Plan -- $239.95.

(II)Annual Subscription: The annual fees payable for each of the available Subscription plans for The Foundation Directory Online Premium are: (A) Single User Plan -- $595; (B) Three User Plan -- $895; (C) Six User Plan -- $1,195; (D) Nine User Plan -- $1,495; (E) Twelve User Plan -- $1,795; (F) Fifteen User Plan -- $2,095; and (G) Eighteen User Plan -- $2,395.

(iv) The Foundation Directory Online Platinum Subscription:

(I)Monthly Subscription: The monthly Subscription is available only where payment is made by credit card. The monthly fees payable for each of the available Subscription plans for The Foundation Directory Online Platinum are: (A) Single User Plan -- $149.95; (B) Three User Plan -- $179.95; (C) Six User Plan -- $209.95; (D) Nine User Plan -- $239.95; (E) Twelve User Plan -- $269.95; (F) Fifteen User Plan -- $299.95; and (G) Eighteen User Plan -- $329.95.

(II)Annual Subscription: The annual fees payable for each of the available Subscription plans for The Foundation Directory Online Platinum are: (A) Single User Plan -- $995; (B) Three User Plan -- $1,295; (C) Six User Plan -- $1,595; (D) Nine User Plan -- $1,895; (E) Twelve User Plan -- $2,195; (F) Fifteen User Plan -- $2,495; and (G) Eighteen User Plan -- $2,795.

(2) Billing Process and Procedures

(i) Monthly Recurring Subscription credit card payment- When you subscribe to a subscription service on a monthly Recurring Subscription, which requires credit card billing, you are agreeing to have your credit card billed automatically each month, unless and until you inform the Center's Customer Service Department, via e-mail, that you wish to terminate your Subscription. However, please note that under paragraph 15(d)(7) below there is no proration of your monthly Subscription charge if you terminate your Subscription before the end of its monthly period. Your Subscription will be billed to your credit card, in advance, each month, on the anniversary of your Subscription start date. For example, if you subscribe on January 15^th, your credit card will be billed at the then current monthly rate on that date for the period between January 15^th and the following February 14^th. Unless you provide notice of termination of your Subscription, your credit card will be billed once again at the then current rate, on February 15^th for the period between February 15^th and the following March 14^th, and so forth. PLEASE NOTE THAT SUBSCRIPTIONS ARE NON-REFUNDABLE.

(ii) Annual Recurring Subscription credit card payment - If you elect to pay your annual Recurring Subscription fee by credit card, you are agreeing to have your credit card billed automatically each year at the then applicable Subscription rate, unless and until you inform the Center's Customer Service Department, via e-mail, that you wish to terminate your Subscription. However, please note that under paragraph 15(d)(7) below there is no proration of your annual Subscription charge if you terminate your Subscription before the end of its annual period. Your Subscription will be billed to your credit card, in advance, each year on the anniversary of your Subscription start date. For example, if you subscribe on January 15^th, your credit card will be billed at the then current rate on that date for the period between that date and January 14^th of the following year. Unless you provide notice of termination of your Subscription by that date, your credit card will be billed once again at the then current rate on January 15^th of the that year for one year ending January 14^th of the following year, and so forth. You will receive a notice approximately one month prior to the end of your annual subscription cycle informing you that your credit card will be automatically charged for the subsequent year on the anniversary date of your annual subscription. PLEASE NOTE THAT SUBSCRIPTIONS ARE NON-REFUNDABLE.

(iii) Annual Subscription check payment - If you elect to pay your annual Subscription fee by check, you will receive two renewal notices, the first approximately two months prior to the end of your current Subscription year and the second notice approximately one month prior to the end of your current Subscription year. Your payment of the renewal fee set forth in the renewal notice will be required before the end of your current Subscription year, or your Subscription will automatically terminate at that time. PLEASE NOTE THAT SUBSCRIPTIONS ARE NON-REFUNDABLE.

(3) Credit Card Payment Process

(i) Credit card authorization - The credit card information you supplied is automatically submitted for authorization, once you have clicked on the "I ACCEPT" button at the bottom of this Agreement. This authorization process takes only seconds; once your credit card is authorized, you will receive a "Welcome" message and e-mail confirming the successful authorization of your credit card and the completion of your registration process. (See paragraph 15(d)(4) below.) This credit card authorization process will be repeated prior to billing each subsequent Subscription fee charge; however, you will receive the "Welcome" and e-mail messages only at the time of your initial registration.

(ii) Secure payment processing - The Center's secure server software encrypts information to protect your credit card transaction. If you have concerns, please read our Security Statement. This statement is available for future reference in the Service Help file.

(iii) Unsuccessful authorization - If, at the time of any billing, the Center is unsuccessful in its attempts to receive authorization for your credit card, the Center will automatically send you an e-mail informing you of this difficulty. You will be required to contact your credit card processor and/or bank immediately to determine the nature of the problem with your account, and to notify the Center immediately of your updated credit card information. In the interim, the Center will continue to attempt to successfully bill your account, each day, for up to 10 days. If the Center is unable to do so, and has not heard from you by the end of this 10-day period, your Subscription will be terminated.

(iv) Credit card expiration date - As a service to Subscribers, the Center will automatically send you e-mail notification informing you that your credit card is due to expire within the next 30 days. In order to continue your Subscription, without interruption, you must supply the Center's Customer Service Department with updated credit card information, or a brand new credit card and expiration date prior to the expiration of your credit card. If the Center has not heard from you during this period, your Subscription will be terminated.

(4) Registration/Subscription Confirmation

The following notices will be sent confirming your registration and Subscription information:

(i) Welcome/Subscription Services pages - If you authorize credit card payment for your Subscription, once you accept the Subscriber Agreement, and your credit card payment is authorized, you will be taken to a "Welcome" page, which will confirm your successful registration. If you elect to pay for your Subscription by check, once you accept the Subscriber Agreement, you will be taken to a "Subscription Services" page that provides you with information needed to complete the subscription process by mail.

(ii) E-mail confirmation - In addition to the above, if you elect to pay for your Subscription by credit card, a confirmation notice will be sent to the e-mail address you provided on your registration form. This notice will be sent to those authorizing credit card payment immediately upon authorization of the credit card and will confirm your Subscription start date, User Name and Password, the number of authorized Additional Users (if a Multiple User Plan Subscription), and the Subscription rate applicable to you. The e-mail notice will serve as your receipt; save it for future reference.

If you elect to pay for your Subscription by check, a Subscription invoice will be sent to the e-mail address you provided on your registration form, which will include your User Name and Password, and Subscriber ID number, along with instructions for completing the Subscription process by mail. Once your check, accompanied by a printout of your Subscription invoice is received, a subsequent e-mail will be sent to you confirming your successful registration, the activation of your account, and your Subscription start date.

Note: If you have not received e-mail confirmations during the Subscription process, please notify our Customer Service Department by sending an e-mail to customerservice@fdncenter.org.

(5) Access to the Service

Upon the successful completion of your registration process and payment, you may immediately use the Database(s) included in your Subscription through a direct link that will be provided either on the Welcome page (for those who subscribe by credit card) or on the e‑mail account activation notice (for those who elect to pay by check). As an active Subscriber, you can access your Subscription at any time by clicking on either of the links below (you may wish to bookmark these pages to save time in the future):

(i) Application URL - www.fconline.fdncenter.org

(ii) Web Site home page - www.fdncenter.org

(6) User Name and Password

(i) Confidentiality - Upon successful completion of your registration and payment process, you may enter the Service Web Site through its home page, using the User Name and Password you chose during the registration process. You will need to enter your User Name and Password at this location each time you use the Database(s). Your User Name and Password are reserved exclusively for your use and the use of authorized Additional Users under Multiple User Plans. Please keep these confidential in accordance with the terms of this Subscriber Agreement.

(ii) Forgotten Passwords - Should you forget your Password, please contact the Center's Customer Service Department. You will be asked to supply your mother's maiden name or other security word chosen during the registration process. Additional Users may obtain forgotten Passwords only from the Subscriber who initially authorized them.

(iii) Account Inquiries - You will be asked to supply your User Name and Password to the Center's Customer Service Department when you inquire about your billing or account information. Each Subscriber under a Multiple User Plan understands that the Additional Users authorized by such Subscriber will be able to access billing or account information of such Subscriber, and hereby agrees that under no circumstances shall The Center be liable to such Subscriber for any harm, damage, embarrassment or other circumstances arising about of or as a result of such access by an Additional User.

(7) Terminating Your Subscription

(i) Notifying the Foundation Center - If you wish to terminate your Subscription, you must do so by contacting the Center's Customer Service Department, in writing, either by sending an e-mail to customerservice@fdncenter.org or writing to: The Foundation Center, Customer Service Department, 79 Fifth Avenue, New York, NY 10003.

(ii) Termination and your billing cycle - As noted in paragraph 15(d)(2) above, your account is billed and payable in advance, each month or year (depending on the type of Subscription you have), on the anniversary of your Subscription start date. It is important to note that Subscriptions are not prorated. Once you notify the Center's Customer Service Department that you wish to terminate your Subscription, the Center will stop billing your account starting with the next monthly or annual billing cycle. Example: if you are on an annual Subscription and your start date is December 15^th and you notify the Center on July 15^th of the next year to terminate your Subscription, your account would have already been billed through the end of your annual billing cycle (December 14^th). You would be able to continue using the Service through the end of your current Subscription period, and your account would be terminated on that date. PLEASE NOTE THAT SUBSCRIPTIONS ARE NON-REFUNDABLE.

(iii) Confirmation of account termination - Once you have notified the Center's Customer Service Department that you wish to terminate your Subscription, the Center will automatically send a confirmation notice to your e-mail address. This notice will include your Subscription end date; you can save this for future reference.

(iv) Involuntary termination/non-compliance - The Center reserves the right to terminate your Subscription based on our inability to successfully bill your credit card according to the terms outlined in paragraph 15(d)(3) above. In addition, the Center reserves the right to terminate your Subscription at any time, based on non-compliance with any terms and conditions set forth in this Subscriber Agreement.

(v) Re-subscribing - If you voluntarily terminated your Subscription, you may re-subscribe at any time to any subscription service provided through the Service, as long as your account was in good standing at the time of termination. To do so, visit the Foundation Center's Web Site at www.fdncenter.org, click on the link to The Foundation Directory Online Subscription Service, and follow the instructions for subscribing to the subscription service you desire.

(vi) This paragraph 15(d)(7) shall not apply to Additional Users.

(8) Changing Your Account Information

In addition to changes to your account referenced above, such as credit card and User Name/Password information, you should report any change in your contact information immediately (address, telephone, e-mail address) to the Center's Customer Service Department. For fastest service, you may use the Subscriber Services area, accessible to Subscribers to the Service after logging in, to update your contact information automatically online, or to change your Password. You may also use the e-mail address or telephone numbers provided below. This paragraph 15(d)(8) shall not apply to Additional Users.

(9) Changing or Upgrading Subscriptions

Current Subscribers of the Service may change or upgrade their subscriptions automatically, online, through the Subscriber Services area, accessible to Subscribers after logging in with your User Name and Password. Instructions are provided for changing subscription cycles (e.g., from a monthly to an annual subscription), changing subscription plans (e.g., from a Single User Plan to a Multiple User Plan), or for upgrading to another service (e.g., from The Foundation Directory Online to The Foundation Directory Online Plus).

(10) Contact Information - Billing and Subscription Inquiries

The Center's Customer Service Department is available to respond to your billing and account questions Monday through Friday, between 9:00 a.m. and 5:00 p.m., Eastern Standard Time.

(i) E-mail - send e-mails to customerservice@fdncenter.org

(ii) Telephone - You may also call, toll-free, 1-800-424-9836. In New York State, call 212‑807-3690.

(iii) Fax - Send all faxes to 212-807-3691.

(iv) Mail - Send all written correspondence to: The Foundation Center, Customer Service Department, 79 Fifth Avenue, New York, NY 10003-3076.

(11) Contact Information - Technical/Product Support

Subscribers seeking technical assistance or other assistance using the Service may send inquiries via e-mail to: FDONLINE@fdncenter.org. or call our Electronic Product Support Line at 1-800-478-4661.