Nonprofit Startup Assessment Terms of Use

We grant you a personal, non-transferable and non-exclusive right and license to use this web site for non-commercial purposes provided that you do not copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code comprising this web site or the associated assessment tool. You agree not to access the assessment tool by any means other than through the web interface that is provided by us. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the assessment tool available through foundationcenter.org with or without notice. You agree that we are not liable to you or to any third party for any modification, suspension or discontinuance of the assessment tool.

The Foundation Center will not give out, vend, sell, exchange, barter, peddle, auction, trade, rent or market e-mail addresses or other personally identifiable information of its users or customers to third parties. Any information you transmit to us through the assessment tool, other than your personally identifiable information and the identity of your proposed or actual nonprofit (which is covered by the privacy policy set forth on the Foundation Center's web site), but including any other data, response, comment, suggestion, idea or the like ("Materials") will be treated as non-confidential and non-proprietary. By voluntarily submitting any Materials to us, or by responding to the assessment, you grant to us, and all users of the assessment tool and the web site, a non-exclusive, royalty free, perpetual, irrevocable, and fully sub-licensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Materials in any form, media or technology.

By using this web site, you agree to these terms of use and you agree that they may be updated by us from time to time without notice to you. To the extent of any conflict between these terms of use and the privacy policy or any different terms of use on any other foundationcenter.org web site, these terms of use will apply to your use of the nonprofit startup assessment tool.

Disclaimer and Liability Limitations

FOUNDATION CENTER DOES NOT GIVE ANY WARRANTY OR OTHER ASSURANCES AS TO THE OPERATION, QUALITY OR FUNCTIONALITY OF THE NONPROFIT STARTUP ASSESSMENT TOOL OR THE WEB SITE ON WHICH IT IS OPERATED, INCLUDING AS TO ACCURACY, COMPLETENESS OR TIMELINESS. ACCESS TO THE SITES MAY BE INTERRUPTED, RESTRICTED OR DELAYED FOR ANY REASON.

YOUR USE OF THE ASSESSMENT TOOL IS AT YOUR SOLE RISK. THE ASSESSMENT TOOL IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT WE WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLES (EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE ASSESSMENT TOOL; OR (ii) ANY OTHER MATTER RELATING TO THE ASSESSMENT TOOL.

Indemnity

YOU AGREE TO INDEMNIFY AND HOLD FOUNDATION CENTER AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING ANY ATTORNEYS' FEES, THEY (OR THE OTHER INDEMNITEES) MAY INCUR RESULTING FROM OR ARISING OUT OF YOUR ACTIONS, YOUR ACCESS AND USE OF THIS WEB SITE OR THE ASSESSMENT TOOL, YOUR VIOLATION OF THESE TERMS OF USE, OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER.

Miscellaneous

In the event that any portion of these terms of use are held to be invalid or unenforceable, the invalid or unenforceable portion shall be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of these terms shall remain in full force and effect. The Foundation Center’s failure to enforce your strict performance of any provision hereof will not constitute a waiver of its right to subsequently enforce such provision or any other provision of these terms. Neither the course of conduct between parties nor trade practice shall act to modify any provision of these terms. These terms shall be governed by and construed in accordance with the laws of the State of New York, except with regard to its conflicts of law rules. Any action relating to the assessment tool, the web site or these terms must be brought in the federal or state courts located in the Borough of Manhattan, New York, and you hereby irrevocably consent to the jurisdiction of such courts. Any cause of action you may have with respect to the assessment tool, the web site or these terms must be commenced within one (1) year after the claim or cause of action arose, or be barred. These terms contain the entire agreement of the parties for the assessment tool and supersede all existing agreements and all other oral, written, or other communication between the parties concerning its subject matter. You agree to use the assessment tool and the web site only for lawful purposes. You are prohibited from any use of the assessment tool or the web site that would constitute an illegal offense, give rise to liability, or otherwise violate any applicable local, state, national, or international law or regulation.