Foundation Directory Online
Terms of Service
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") and agree to the
respective Payment Term
for such Subscription. This Agreement sets forth the terms and conditions on which Foundation Center is
willing to permit your use of the Service and your responsibilities as a Subscriber. If your application to
Subscriber is accepted by Foundation Center, you agree to use the Service in strict accordance with, and to be
all of the terms and conditions contained in this Agreement. If you do not wish to be bound by this Agreement,
exit this page without clicking the "I ACCEPT" button.
This Terms of Service Agreement (the “Agreement”, “TOS Agreement” or “TOS”)
will become effective on the date of completion by you of the online registration process to license Foundation
Center Foundation Directory Online (the “Effective Date”). The Service consists of multiple
subscription services, each of which is for use solely by individuals and/or entities who are authorized by
Foundation Center to use it. As used in this TOS Agreement, the terms "you," "your" and "Subscriber" refer to
the individual, company, organization or other legal entity on whose behalf this Agreement is accepted, and
Foundation Center, a New York not-for-profit corporation (“we,” “our,” “us,”
Center,” “the Licensor” or “FC”).
WHEREAS Foundation Center makes available the Foundation Directory Online service and the functions,
facilities, and services related thereto ("Service") through a subscription service within proprietary websites
operated and maintained by Foundation Center, and,
WHEREAS Foundation Center wishes to provide, and You wish to receive the rights to access and use the Foundation
Directory Online service based on the terms and pricing posted, from time to time on Foundation Center’s
NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable
the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
CONTENT OF LICENSED MATERIALS; GRANT OF LICENSE
- The materials that are the subject of this Agreement shall consist of Foundation Directory
database(s), hereby incorporated by reference herein, as identified on Licensor's website at https://fconline.foundationcenter.org/
(hereinafter referred to as the "Licensed Materials" or “FDO”).
- Authorized Users. "Authorized Users" are:
- For Single User – the account holder is the only person authorized to use the
- For Multi-user – in addition to one designated administrator, only employees of the
subscribing organization who have been authorized by the subscription administrator
- For Enterprise – in addition to one designated administrator,
- Any persons affiliated with Licensee.
- Full and part time students and/or employees (including faculty, staff, affiliated
researchers and independent contractors) of Licensee, regardless of the physical
such persons, who are authorized by Licensee to access Licensee's Intranet; or,
- Walk-ins. Patrons not affiliated with Licensee who are physically present at
Licensee's site(s) and are authorized by Licensee to access Licensee's Intranet
- Upon your acceptance as a Subscriber or selection by a Subscriber as an Additional Licensee,
and subject to the restrictions in Section 2 below, Foundation Center hereby grants to You a
non-exclusive and non-transferable license to use the Licensed Materials, and the right to
provide access to the Licensed Materials for use by Authorized Users through the Service, strictly
in accordance with this TOS for purposes of research, education or other non-commercial uses, to:
- For Single User and Multi-User
- Licensee and Authorized Users shall have the right to use the Service to
perform searches of the FDO database(s) included in your Subscription; and, for some
subscription services, access additional Foundation Center content (“Additional
- Digitally Copy. Licensee and Authorized Users may download
and digitally copy a reasonable portion of the Licensed Materials for research,
education or other non-commercial uses.
- Print Copy. Licensee and Authorized Users may print a
reasonable portion of the Licensed Materials for research, education or other
- For Enterprise Users
- All rights of single and multi-users, plus:
- Licensee and Authorized Users shall have the right to electronically display
the Licensed Materials for research, education or other non-commercial uses.
- Recover Copying Costs. Licensee may charge a reasonable fee
to Authorized Users to cover costs of copying or printing portions of Licensed
Materials for Authorized Users, provided such copies of such portions of Licensed
Materials are used for research, education or other non-commercial uses.
- Licensee and Authorized Users may make such local digital copies of the
Materials as are necessary to ensure efficient use by Authorized Users by
browser or other software.
- Collections of Information. Authorized Users shall be
permitted to extract or use information contained in the Licensed Materials database
educational, scientific, or research purposes, including extraction and manipulation
information for the purpose of illustration, explanation, example, comment,
teaching, research, or analysis. Except for permitted Scholarly Sharing as defined
below, under no circumstances may such extracted information be compiled into a new
derivative database that is made available to any other Authorized User or third
by the Licensee or by any Authorized User.
- Course Packs and Course Reserves (Print and Electronic).
Licensee and Authorized Users may use a minimal, insubstantial portion of the
Materials solely in connection with specific courses of instruction offered by
- Electronic Links. Licensee may provide an electronic link
to the Licensed Materials from Licensee’s Intranet and is encouraged to do so
in ways that will increase the usefulness of the Licensed Materials to Authorized
Users. Licensor staff will assist Licensee upon request in creating such links
effectively and directing Licensee as to permissible uses of any Licensor trademark
in conjunction with such links.
- Scholarly Sharing. Authorized Users may transmit to a third
party colleague in hard copy or electronically, minimal, insubstantial amounts of
the Licensed Materials for personal, non-commercial use, scholarly, educational or
scientific research, or non-commercial professional use, which in no case shall
for sale or re-sale of such materials. In addition, Authorized Users have the right
use, with appropriate credit, figures, tables and brief excerpts from the Licensed
the Authorized User’s own non-commercial scientific, scholarly and educational
- All rights not expressly granted in this Agreement are reserved to Foundation Center.
- LIMITATIONS ON GRANT OF LICENSE The rights granted in Section 1 above are limited as
- Unauthorized Use. Licensee shall not knowingly encourage, permit or allow anyone
other than Authorized Users to use the Licensed Materials.
- Modification of Licensed Materials. Licensee shall not, and shall reasonably ensure
that Authorized Users shall not, modify or create a derivative work of the Licensed Materials
prior written permission of Licensor.
- Removal of Copyright Notice. Licensee may not and shall reasonably ensure that the
Authorized Users shall not, remove, obscure or modify any copyright or other notices included in the
Any stored hard copy or digital copy remains the property of Foundation Center and must retain
Foundation Center's copyright information.
- Internal Use Only. Use of the FDO database(s) or of Additional FC Content is for
INTERNAL PURPOSES ONLY. Subscriber shall not sell, distribute, loan, lease, or commercially exploit
database(s), any search output therefrom, or any Additional FC Content included in the service, or
derivative work using the FDO database(s) or any Additional FC Content included in the service.
- No Commercial Purposes. Licensee shall not and shall reasonably ensure that
Authorized Users shall not use the Licensed Materials for any commercial purposes, including but not
limited to the
sale, lease, barter, rental, commercial exploitation, or bulk reproduction, distribution or
any of the Licensed Materials or of the results of searches conducted using the Licensed Materials,
in any form.
- Non-Exploitation. You explicitly are PROHIBITED from selling, reselling or
otherwise commercially exploiting the FDO database(s) or any Additional FC Content.
- No Transfer. Subscriber shall not transfer, assign, or sublicense this Agreement or
its rights hereunder without the prior written permission of Foundation Center.
- No Excessive Printing/Downloading. Printing or downloading of any search output may
not exceed a significant segment (as determined at the sole discretion of the Foundation Center) of
database(s), or of Additional FC Content.
- No Excessive Use. Scraping or other technological means of wholesale or material
downloading or storing of the FDO database(s) or of Additional FC Content is STRICTLY PROHIBITED.
PLEASE NOTE that
excessive downloading (as determined at the sole discretion of Foundation Center) justifies
to immediately suspend or terminate access to a Subscriber subscription without further liability to
Foundation Center or recourse by the Subscriber.
- No attribution. The license rights are limited to the Subscriber and authorized
Additional Licensees alone and do not extend to any subsidiary, parent, related or affiliated
TO ANY THIRD PARTY, except that where the Subscriber is a library or other public institution,
rights to use the Service and the FDO database(s) and Additional FC Content are extended to the
those institutions as well, so long as such use is in accordance with the terms of this Agreement.
- PROPRIETARY MATERIALS
- The Service contains copyrighted material, trademarks, and other proprietary information of
(collectively "Proprietary Material"), including, but not limited to, text, software, photos,
graphics, images, code, design, coloring, layout and all other attributes in and to the Licensed
Materials and any
trademarks or service marks relating thereto belong to and shall remain the property of Foundation
Center and/or its
suppliers. You agree not to modify, publish, transmit, participate in the transfer or sale of,
works of, or in any way exploit, in whole or in part, any Proprietary Material.
- Neither Licensee nor its Authorized Users shall have any right, title or interest in the Licensed
Materials. Nothing in this Agreement, nor use of the Licensed Materials pursuant to this Agreement,
Licensee or any Authorized User to acquire any right of title or interest in the Licensee Materials.
This TOS does not grant
Licensee or any Authorized User the right to use any Licensor trademark, service mark, or logo for
any purpose whatsoever without the prior written consent of Licensor, in its sole discretion.
- Except as otherwise expressly permitted by this Agreement, or as permitted under copyright law, no
posting, copying, downloading, uploading, transmission, retransmission, distribution,
publication, republication, decompilation, disassembling, reverse engineering, or otherwise
commercially exploiting of any Proprietary Material is permitted without the express permission of
owner. In the event of any copying, redistribution, or publication of copyrighted material as
law, no changes in or deletion of author attribution, trademark, legend, or copyright notice shall
- Foundation Directory Online Essential and Foundation Directory Online
Professional service marks and other Foundation Center marks and logos are service marks
and trademarks of
Foundation Center. Other trademarks, service marks, and logos used in the Service Website or
Website are the trademarks, service marks, or logos of their respective owners.
- ACCESS TO THE SERVICE
- Upon the successful completion of your registration process and payment, you may immediately use the
FDO database(s) included in your Subscription through a direct link that will be provided either on
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
either of the links below (you may wish to bookmark these pages to save time in the future):
(i) Single and Multi-User Application Access URL - https://fconline.foundationcenter.org
(i) Enterprise Application Access URL - https://fconline.foundationcenter.org/ipl.php
For Single User and Multi-User Access:
- You will access by Username and Password
You may enter the Service Website through its home page, using the Username and Password
you chose during the registration process. You will need to enter your Username and
Password at this location
each time you use the FDO database(s). Your Username and Password are reserved
exclusively for your use. Please
keep these confidential in accordance with the terms of this Subscriber Agreement.
Authorized Users of Multi-users Access Accounts will be invited by the account
administrator to create a Username and Password to access the Licensed Materials. Each
Authorized User will then use their own
Username and Password as described above.
- Account Inquiries - You will be asked to supply your Username and Password
to Foundation Center's Customer Service Department when you inquire about your billing or
information. Each Subscriber under a Multiple License Plan understands that the Additional
Licensee authorized by such
Subscriber will be able to access billing or account information of such Subscriber, and
hereby agrees that
under no circumstances shall Foundation 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
For Enterprise Access:
- If you access by IP authentication
As an Authorized User, the Subscriber organization will make available the Enterprise
Application Access URL through its website; the location may be behind a firewall
requiring you to enter an institutional
- For Public Libraries with an Enterprise Access subscription
Remote access by members of the public is not allowed; access for public library patrons
is limited to on premises access of the subscribing library during its normal hours of
- For all other subscribing organizations with an Enterprise Access
Both on-site and remote access by its Authorized Users is allowed, based on the Internet
supplied at the time of registration.
- Account Inquiries
Only those designated as the subscription account holder or billing contact at the time
of registration may
contact Foundation Center’s Customer Service Department with inquiries about
account information for an Enterprise Access subscription.
- The Subscription fees payable for each Subscription plan may be viewed or accessed at https://fconline.foundationcenter.org/.
- Licensee shall make payment to Licensor for use of the Licensed Materials pursuant to the terms and
pricing posted, from time to time on Licensor’s website, located at
- IMPORTANT BILLING INFORMATION: For single and multi-user accounts electing to
subscribe to any
monthly Subscription plan, which requires credit card billing, or to all account types with an
annual or biennial Subscription plan and elect to pay your fee by credit card, you are agreeing to
credit card charged according to and agree to the respective terms for the plan you select. All
automatically renew, at the then current subscription plan fee, upon the next anniversary date of
subscription. Please note that there is no proration of your Subscription charge if you terminate
before the end of the Subscription period. PLEASE NOTE THAT ALL SUBSCRIPTIONS ARE
- LICENSOR PERFORMANCE OBLIGATIONS
- Availability of Licensed Materials. Upon successful completion of the registration
process by Licensor, Licensor shall make the Licensed Materials available to Licensee. For Single
and Multi-User Access accounts, access should generally be available on the Effective Date. For
Enterprise Access accounts, it is anticipated that access will be made available within 72 hours of
the Effective Date.
- Licensor will provide and maintain help files and other appropriate user documentation.
- Licensor will offer activation or installation support, including assisting with the implementation
of any Licensor software. Licensor will offer reasonable levels of continuing support to assist
Licensee in use of the Licensed Materials. Licensor will make its personnel available by email,
phone or fax
during normal business hours for feedback, problem-solving, or general questions.
- Licensor will provide appropriate training to Licensee staff relating to the use of the Licensed
Materials and any Licensor software in accordance with any training schedule agreed to by the
parties and subject to Licensor standard fees for such services.
- Quality of Service. Licensor shall use reasonable efforts to ensure that the
Licensor's server or servers have sufficient capacity and rate of connectivity to provide the
Licensee and its
Authorized Users with a quality of service comparable to current standards generally provided in the
scholarly information provision industry in the Licensee's locale.
Licensor shall use reasonable efforts to provide continuous service seven (7) days a week with an
average of 98% up-time per month. In addition, Licensor shall use reasonable efforts to minimize
down-time and periodic unavailability due to maintenance of the server(s), the installation or
testing of software, the
loading of additional Licensed Materials as they become available. Licensor shall have no
in relation to downtime related to the failure of equipment or services outside the control of
including but not limited to public or private telecommunications services or internet nodes or
facilities. Licensor shall
use reasonable efforts to schedule planned down-time to be performed at a time to minimize
both parties. Licensor shall use reasonable efforts to notify Licensee (which may include notice
Licensor's website) of all instances of system unavailability that occur outside the Licensor's
normal maintenance window
as soon as reasonably practicable after Licensor learns of such system unavailability and use
(which may include notice posted on Licensor's website) to provide advance notice of known
hardware or software changes
that may affect system performance, where the same materially affects the availability of the
Further, Licensor shall notify Licensee as soon as reasonably possible (which may include notice
Licensor's website) when the URLs and server domain names that affect Licensee's access are
If the Licensed Materials fail to operate in material conformance with the terms of this
Agreement, Licensee shall immediately notify Licensor, and Licensor shall use reasonable efforts
to restore access to the
Licensed Materials as soon as reasonably practicable. In the event that Licensor fails to repair
in a reasonable time, Licensor shall compensate Licensee in an amount that the nonconformity is
the total Licensed Materials and the total Fees owed by Licensee under this Agreement.
- Modifications of Licensed Materials. Licensee understands that from time to time
the Licensed Materials will be added to, updated, modified and deleted from (e.g., to keep current
certain expired data will be routinely deleted) by Licensor and/or that portions of the Licensed
may migrate to other formats.
- Notice of "Click-Through" License Terms or Other Means of Passive Assent. In the
event Licensor requires Authorized Users to agree to terms relating to the use of the Licensed
Licensee permits Authorized Users to gain access to the Licensed Materials (commonly referred to as
"click-through" licenses), or otherwise attempts to impose such terms on Authorized Users through
the use or viewing
of the Authorized Materials, Licensor shall provide Licensee with notice of and an opportunity to
on such terms. In no event shall such terms materially differ from the provisions of this Agreement.
event of any conflict between such terms and this Agreement, the terms of this Agreement shall
- Withdrawal of Licensed Materials. In addition to Licensor's right to modify the
Licensed Materials as stated above, Licensor reserves the right to withdraw from the Licensed
Materials any item (or part of an item) for which it no longer retains the right to publish, or
which it has reasonable grounds to believe: (i) infringes copyright or any other third party right;
is defamatory, obscene, unlawful or otherwise objectionable; or, (ii) may cause harm to Licensor,
Licensor's assets or any of Licensor's website users. Licensor shall use reasonable efforts to
notify the Licensee of such withdrawal (which may include notice posted on Licensor's website). If
any such withdrawal renders the Licensed Materials substantially and materially less useful to
Licensee or its Authorized Users, Licensee shall promptly notify Licensor of the same and Licensor
shall reimburse Licensee a portion of the total Fees owed by Licensee hereunder in an amount
reflecting the withdrawn portion as a proportion of the Licensed Materials.
- Usage Data. Only upon specific request by the account administrator, Licensor shall
available to Licensee statistics regarding the usage of the Licensed Materials by Licensee and/or
Users. Except as otherwise required under applicable laws, regulations or court rulings: (i)
maintain the confidentiality of any data relating to the usage of the Licensed Materials by Licensee
Authorized Users; (ii) Such usage data may be used solely for purposes directly related to the
Materials and may only be provided to third parties in aggregate form; and (iii) Raw usage data,
not limited to information relating to the identity of specific Authorized Users and/or uses, shall
provided to any third party.
- LICENSEE PERFORMANCE OBLIGATIONS
- Provision of Notice of License Terms to Additional Authorized Users.
- For Multiple License Accounts. Only companies, organizations or other corporate legal
entities may be
Subscribers under Multiple License Plans, and Authorized Users under Multiple License Plans
must be employees of
such entities. This TOS may be viewed at any time by you and Authorized Users at https://fconline.foundationcenter.org/welcome/terms.
If you are an Authorized User of a Subscription under a Multiple License Plan, all of the
agreements of Subscribers stated in this TOS (whether referred to as "Subscriber," "you" or
"your") shall apply
equally to you as an Authorized User, except for the obligation to pay the Subscription fees
and any other
obligations or agreements expressly excepted from application to Authorized User.
- For Enterprise Access Accounts. Licensee shall provide Authorized Users with reasonable and
of the terms and conditions under which access to the Licensed Materials is granted under
in particular, the limitations on access or use of the Licensed Materials as set forth in
Licensee shall use its best efforts to ensure that Authorized Users comply with these Terms
- IP Addresses (For Enterprise Access Accounts Only). Licensee shall provide
writing, with the Internet Protocol (IP) addresses representing Authorized Users of its Intranet who
granted authorized access to the Licensed Materials. Licensee retains sole responsibility for
accuracy, management, and confidentiality of IP addresses and is further responsible for immediately
Licensor, in writing, of any changes to the IP addresses. The addition of new IP addresses
be discussed with Licensor in advance and may affect pricing.
- Protection from Unauthorized Use. Reasonable procedures should be implemented to
access to the Licensed Materials to only Authorized Users. For Multi-User and Enterprise
Accounts, Licensee, through their subscription administrator, shall implement
procedures to restrict access to the Licensed Materials to only Authorized Users, including
access when an Authorized User is no longer employed by, enrolled in or otherwise affiliated with
Furthermore, Licensee shall maintain the confidentiality of any institutional passwords
Licensed Materials provided by Licensor (e.g., for administrative purposes). Licensee has sole
for issuing and managing Authorized User’s access to Licensee's Intranet, and Licensor shall
obligations whatsoever with regard thereto. Licensee shall instruct Authorized Users to maintain the
confidentiality of their passwords for access to the Licensed Materials.
- Notice of Unauthorized Use. If Licensee reasonably suspects or believes that
of the Licensed Materials has occurred or is occurring by an Authorized User or by any person or
any access codes issued to or by Licensee under this TOS, Licensee shall promptly notify Licensor of
suspected or actual unauthorized use of the Licensed Materials. Notwithstanding such notice to
Licensee and the Authorized User will remain responsible for any unauthorized use of the Licensed
- Cooperation regarding Unauthorized Use. If Licensee or any Authorized User access
appears to be in violation of this TOS, or if Authorized User or Licensee becomes aware of uses of
Materials or Licensee's procedures that may affect compliance with the terms of this TOS, including
limitation breach of password or other security, such Authorized User or Licensee shall promptly
Licensor. In the event Licensee notifies Licensor, or Licensor becomes aware, of any suspected or
unauthorized use of the Licensed Materials by an Authorized User or by any person or entity using
codes issued to or by Licensee under this TOS, Authorized User or Licensee shall promptly and fully
with Licensor in the investigation of such unauthorized use of the Licensed Materials of which it is
and shall use reasonable efforts to remedy such unauthorized use and prevent its recurrence.
terminate any such Authorized User's access to the Licensed Materials during or as a result of such
investigation at its sole discretion as detailed in Section 10.2, provided that Licensor shall
reasonable notice to Licensee of such actions and the parties shall reasonably cooperate with each
avoid recurrence of any unauthorized use.
- All Authorized Users shall be subject to the terms and conditions of this TOS and shall be
full compliance with the terms and conditions of this TOS.
- This Agreement shall commence on the Effective Date, and continue in effect for the term specified
registration process, unless terminated earlier for cause in accordance with the provisions below.
- This Agreement will then renew automatically renew at its plan level and frequency unless either
the other at least thirty (30) days prior written notice to the expiration of the then current term.
- TERMINATING YOUR ACCOUNT
If you wish to terminate your Subscription, the account administrator must do so by contacting Foundation
Customer Service Department, either by email or in writing to the email or address listed in the Notices
via the “Cancel your subscription link available in your account area of the FDO system, which can
account is billed and payable in advance, each month, year, or every two years (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 Foundation Center's Customer Service Department that you
terminate your Subscription, Foundation Center will stop billing your account starting with the next
annual, or biennial billing cycle. Example: if you are on an annual Subscription and your start date is
and you notify Foundation Center on July 15 of the next year to terminate your Subscription, your
already been billed through the end of your annual billing cycle (December 14). You would be able to
the Service through the end of your current Subscription period, and your account would be terminated on
PLEASE NOTE THAT SUBSCRIPTIONS ARE NON-REFUNDABLE.
- In the event that either Party believes that the other has materially breached any obligations under
including without limitation if Licensor believes that Licensee has exceeded the scope of the
party shall so notify the breaching party in writing. The breaching party shall have fifteen (15)
receipt of notice to cure the alleged material breach and to notify the non-breaching party in
has been effected. If the material breach is not cured within the fifteen (15) day period, the
party shall have the right to terminate the Agreement effective upon receipt of such notice.
- Notwithstanding the above section, the Foundation Center reserves the right to terminate your
immediately based on our inability to successfully bill your credit card according to the terms of
subscription. In addition, Foundation Center reserves the right to terminate your Subscription at
based on non-compliance with any terms and conditions set forth in this TOS. In addition, the
may terminate the right of any Subscriber to access the Service at any time, with or without cause,
Foundation Center's absolute discretion and without notice, and Authorized User or Licensee shall
entitled to any pro-rata refund of Fees paid. The recital in this TOS of specific grounds for
Subscriber's right to access the Service shall in no manner whatsoever limit Foundation Center's
to terminate any Subscriber's access to the Service under this Section.
- EFFECTS OF TERMINATION
- Upon termination of this Agreement for any reason, online access to the Licensed Materials by
Authorized Users shall be terminated. Copies of Licensed Materials made by Licensee or Authorized
termination and in accordance with the terms of the Agreement may be retained by Licensee or
and may be used only as permitted by the terms of this Agreement. Copies of the Licensed Materials
of the Licensed Materials made in breach of the Agreement shall be immediately returned to Licensor
option of the Licensor, be destroyed.
- In the event of early termination of this Agreement by Licensee as a result of an uncured breach of
the Licensor, Licensee shall be entitled to a refund of any fees or pro-rata portion thereof paid by
for any remaining period of the Agreement from the date of termination, and such refund shall be in
final satisfaction of all liabilities Licensor may have to Licensee.
- REPRESENTATIONS AND WARRANTIES
- Subject to the Limitations set forth elsewhere in this Agreement, Licensor represents that it has
license the rights granted under this Agreement to use Licensed Materials. The Licensor shall
Licensee and Authorized Users harmless for any final damages and penalties awarded, including
attorney's fees incurred in relation thereto, to the extent resulting from any claim by any third
infringement of copyright or any other property right arising out of the use of the Licensed
Licensee or any Authorized User, provided such use is wholly in accordance with the terms of this
This indemnity shall survive the termination of this agreement. NO LIMITATION OF LIABILITY SET FORTH
IN THIS AGREEMENT IS APPLICABLE TO THIS INDEMNIFICATION.
- THE SERVICE AND THE FDO DATABASE(S) AND ADDITIONAL FC CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY
WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY AS TO THE ACCURACY,
CURRENCY, RELIABILITY, OR CONTENT OF ANY INFORMATION OR MATERIAL PROVIDED BY OR THROUGH THE SERVICE,
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO
ACCURACY, ADEQUACY, COMPLETENESS, CURRENCY, CORRECTNESS, OR VALIDITY OF ANY INFORMATION OR MATERIAL
OR THROUGH THE SERVICE RESTS WITH THE SUBSCRIBER.
- Foundation Center does not warrant that the functions of the Service will meet Subscriber's
the operation of the Service or the FDO database(s) or any Additional FC Content will be
- Foundation Center shall not be liable for any loss or injury arising out of or caused, in whole or
any negligent acts or omissions in procuring, compiling, collecting, interpreting, reporting,
delivering information contained in the Service or the FDO database(s) or any Additional FC Content.
- Foundation Center has no control over the content of the websites or Portable Document Format (PDF)
foundation IRS 990-PF or 990 filings that may be accessed from Foundation Center Website or the
through hypertext links ("Linked Sites"), and is not responsible for their content. The Linked Sites
provided for your convenience only and you access them at your own risk.
- LIMITATIONS ON LIABILITIES AND REMEDIES
- FOUNDATION CENTER IS NOT AND SHALL NOT BE LIABLE FOR ANY CLAIM, INJURY, OR DAMAGE ARISING FROM THE
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.
- In no event shall Foundation Center be liable for any direct, indirect, special, incidental,
or consequential damages, including lost profits, arising out of the use or performance of the
even if Foundation Center has been advised of the possibility of such damages.
- In the event that a limitation on liability or remedy contained herein shall be adjudged invalid by
court of competent jurisdiction, all other limitations on liability or remedies shall remain valid,
in no event shall Foundation 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
which the cause of action arose.
- Notwithstanding anything else in this Agreement, neither party shall be liable for any indirect,
special, incidental, punitive or consequential damages, including but not limited to loss of data,
business interruption, or loss of profits, arising out of the use of or the inability to use the
- Licensor makes no representation or warranty, and expressly disclaims any liability with respect to
content of any Licensed Materials, including but not limited to errors or omissions contained
libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the
of confidential information. Except for the express warranties stated above, THE LICENSED MATERIALS
PROVIDED "AS IS" WITHOUT WARRANTY, CONDITIONS OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESSED OR
IMPLIED, ORAL OR WRITTEN, INCLUDING BUT NOT LIMITED TO ANY WARRANTY AS TO THE ACCURACY,
CURRENCY, RELIABILITY, OR CONTENT OF ANY INFORMATION OR MATERIAL PROVIDED BY OR THROUGH THE LICENSED
MATERIALS, 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
ANY INFORMATION OR MATERIAL PROVIDED BY OR THROUGH THE SERVICE RESTS WITH THE SUBSCRIBER.
does not warrant that the functions of the Licensed Materials will meet Licensee's or Authorized
requirements or that the operation of the Licensed Materials will be uninterrupted or error free.
Licensor makes no representations or warranties, and specifically disclaims any responsibility
whatsoever, regarding any harm that may be caused by the transmission of a computer virus, worm,
bomb, logic bomb or other such computer program through use of the Licensed Materials.
further expressly disclaims any warranty or representation to Authorized Users, or to any third
- Licensor has no control over the content of third party websites or documents that may be accessed
hypertext links within the Licensed Materials ("Linked Sites"), and hereby disclaims any
for the content, services or data collection and use practices of any Linked Site. Linked Sites are
provided solely for the convenience of Licensee and Authorized Users, and access is provided at your
- 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 Licensee's damages under any legal
theory exceed the total Fees paid by Licensee under this Agreement during the twelve months
preceding the date on which the cause of action arose.
- You agree to indemnify, defend, and hold harmless Foundation Center and its directors, employees,
independent contractors, providers, subsidiaries and affiliates (collectively, the "Affiliates")
against any and all liability and costs (including attorneys' fees and costs) incurred by Foundation
and/or the Affiliates in connection with any claim arising out of any breach by you of any provision
- You agree to cooperate as fully as reasonably required in the defense of any such claims. Foundation
reserves the right, at its own expense, to assume the exclusive defense and control of any matter
subject to indemnification by you and you shall not in any event settle any claim without the
- FORCE MAJEURE
Neither Party shall be liable in damages or have the right to terminate this Agreement for any delay or
performing hereunder if such delay or default is caused by conditions beyond its control including, but
to Acts of God, Government restrictions (including the denial or cancellation of any export or other
license), wars, insurrections and/or any other cause beyond the reasonable control of the Party whose
- CHANGING ACCOUNTS AND INFORMATION
- Any changes to your account referenced in this TOS, such as contact information, credit card,
Username/Password or IP information, must be reported immediately to Foundation Center's Customer
Service Department, using the e-mail address or telephone numbers you provided during the FDO
registration process. For fastest service, you may use the Account area if you are the Subscriber of
Single License Plan or a Multiple License Plan, accessible to Subscribers to the Service after
in, to update your contact information automatically online, or to change your Password.
- Current Subscribers of the Service with a Single License Plan or a Multiple License Plan may change
upgrade their subscriptions automatically, online, through the Subscriber Services area, accessible
Subscribers after logging in with your Username and Password. Instructions are provided for changing
subscription cycles (e.g., from a monthly to an annual subscription), changing subscription plans
from a Single License Plan to a Multiple License Plan), or for upgrading to another service (e.g.,
Foundation Directory Online Essential to Foundation Directory Online Professional).
- Enterprise Access Account subscription administrators should contact the Foundation Center as
for in Section 17 to update their any relevant Subscriber information.
- Subscriber Information
- For purposes of identification, billing, and marketing, Subscriber agree to provide
Center with accurate, complete, and updated information required at the time of registration
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
Subscribers paying by credit card), and other information. Foundation Center reserves the
to verify the accuracy of this information. You agree to promptly notify Foundation Center
any change in your Registration Data. See Section 17 below for details on notifying
Center of these changes. Failure to comply with this provision may result in immediate
suspension or termination of your license to use the Service.
- Foundation Center reserves the right to reveal any Registration Data or other information in
possession regarding Subscribers and Additional Licensees in cooperation with a request or
investigation by any governmental body or governmental agency, or as otherwise required by
- All notices given pursuant to this TOS shall be sent via email to the respective Party as provided
is the responsibility of the Licensee to ensure their E-mail and other contact details are current
current term of their subscription.
- If to Foundation Center: E-mail: CustomerSuccess@candid.org
- If to Licensee: E-mail: sent to the relevant email submitted on the registration form
BILLING AND SUBSCRIPTION INQUIRIES
Foundation Center's Customer Service Department is available to respond to your billing and account
through Friday, between 9:00 a.m. and 5:00 p.m., Eastern Standard Time.
- E-mail - CustomerSuccess@candid.org.
- Telephone - Call, toll-free, 1-800-424-9836. In New York State, call 212-807-3690.
- Fax - 212-807-3691.
- Mail - Send all written correspondence to:
Customer Service Department
32 Old Slip
New York, NY 10005.
Subscribers seeking technical assistance or other assistance using the Service may send inquiries via
e-mail at -
- ENTIRE AGREEMENT, COUNTERPARTS, ENFORCEMENT
- This TOS Agreement constitutes the entire agreement between you and Foundation Center with respect
Service and supersedes all prior agreements or understandings between you and Foundation Center with
thereto. There are no representations, warranties, promises, covenants, or understandings other than
expressly set forth herein.
- Notwithstanding Section 18.1, Foundation Center has the right to modify this TOS in any manner and
without notice or liability. Any modification is effective immediately upon the earlier of (i)
electronic mail to the e-mail address last provided to Foundation Center by you; or (ii) fifteen
the date that the modified TOS is first posted on the Service. Your continued use of the Service
effective date shall be conclusively deemed an acceptance of all such modification(s). Your only
respect to any dissatisfaction with any modifications made pursuant to this provision, or any
practices of Foundation Center in providing the Service, including, without limitation, (i) any
content of the Service, or (ii) any change in the amount or type of fees, charges, or assessments
this Agreement, is to terminate your Subscription and continued use of the Service by delivering
thereof to Foundation Center in accordance with the instructions provided in Section 17 below. Such
be effective at the end of your current billing cycle.
- This Agreement, and all other aspects of a Subscriber's use of the Service, shall be governed by and
in accordance with the laws of the State of New York, without regard to its conflict of laws rules.
and disputes arising out of this Agreement or your use of the Service shall be submitted to and
binding arbitration, pursuant to the Rules and Regulations, and under the auspices of the American
Association. Any arbitration proceeding shall take place in the Borough of Manhattan, New York, New
demand for arbitration or action of any kind or nature arising out of this Agreement, or out of any
Service by a Subscriber, shall be brought by either Foundation Center or any Subscriber more than
the date on which the cause of action first arises. Judgment upon the award rendered by the
entered in, and enforced by, and each party to this Agreement submits to the exclusive jurisdiction
state and federal courts sitting in the Borough of Manhattan, New York, New York, and waives any
venue, or inconvenient forum objections to such courts. In any arbitration proceeding or action to
arbitrator's award, the prevailing party will be entitled to costs and attorneys' fees.
- If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable
conflict with the law of any jurisdiction, the validity, legality and enforceability of the
shall not in any way be affected or impaired thereby.
- Waiver of any provision herein shall not be deemed a waiver of any other provision herein, nor shall
any breach of this Agreement be construed as a continuing waiver of other breaches of the same or
provisions of this Agreement.
- Failure by Foundation Center to enforce any provision(s) of this Agreement shall not be construed as
any provision or right.