Foundation Center APIs
Foundation Center, with offices at 32 Old Slip, New York NY 10005 maintains several APIs with access to various data content from its databases, websites, and platform ("Site"). Foundation Center offers developers access to a variable amount of data in Foundation Center’s leading source of information on philanthropy worldwide via API (the “Service”). The incorporation of APIs will help to advance knowledge of philanthropy at every level.
Eligibility and Acceptance of Terms
Accordingly, you agree to review this TOU periodically, and your continued use of the Service will be deemed as your acceptance of the amended TOU.
PLEASE NOTE THAT this TOU outlines the understanding between you and Foundation Center and explains the terms and conditions that govern use of the Service and the rights you have regarding the ownership of the API and content Foundation Center provides. This TOU also describes your obligations as well as the limitations to the use of the Service and Site.
By using the Service or Site, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older; (d) your use of the Service or Site does not violate any applicable law or regulation; and (e) you are fully responsible for all use of your account and for any actions that take place using your account.Use of the Service and Site is void where prohibited.
YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN THIS TOU AND ALL OTHER APPLICABLE SERVICE TERMS AND CONDITIONS AND PRIVACY POLICIES AND WILL NOT USE THE SERVICE UNTIL AND UNLESS YOU EXPRESSLY AGREE TO SUCH TERMS AND CONDITIONS BY ACTIVATING YOUR REGISTERED ACCOUNT.
1. Foundation Center Ownership Rights – Foundation Center is the owner of the following:
- All material and services available on the Site, and all material and services provided by or through Foundation Center, its affiliates, subsidiaries, employees, agents, or other commercial partners including, but not limited to, APIs, software, software documentation, design of and "look and feel," layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the "Materials"), are owned by Foundation Center or other parties that have licensed their material or provided services to Foundation Center, and are protected by copyright, trademark, trade secret and other intellectual property laws, unless otherwise stated in this TOU.
- All Foundation Center trademarks and service marks, logos, slogans and taglines are the property of Foundation Center.
- All other trademarks, service marks, logos, slogans and taglines are the property of their respective owners.
- Except as otherwise specifically provided herein, nothing should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or taglines displayed on Foundation Center website without Foundation Center’s express written permission, or the express written permission of such third-party that may own or create the trademark, service mark, logo, slogan or tagline.
- Foundation Center reserves the right to change any and all content, software (including APIs), and other items used or contained in the Site and any Service offered through the Site at its sole discretion and at any time with or without notice. Reference to any products, Service, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Foundation Center.
2. License Granted in this TOU
Subject to compliance with each of the terms of this TOU, Foundation Center grants you a limited, revocable, non-exclusive, terminable, non-transferable, right to use the Service and Site for the purpose of incorporating, via an API, a knowledge bank of U.S. and global grantmakers and their grants to advance knowledge of philanthropy; provided that this TOU is subject to, and conditioned upon you abiding by the Prohibited Uses limitations set forth in Section 3.
3. Prohibited Uses of the Service
- Any use of the Site or content on the Site and available through the Service, including but not limited to designs, text, graphics, pictures, video, information, applications, software, music, sound and other files, and their selection and arrangement (the "Site Content"), other than as specifically authorized by the terms set forth herein, is strictly prohibited and will terminate any license granted herein. Unless explicitly stated herein, nothing in this TOU shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time by Foundation Center without notice should you fail to comply with this TOU.
- The license granted in this TOU does not permit you, and you agree not to: store, copy, reproduce, publish, republish, modify, upload, post, translate, scrape, rent, lease, loan, sell, distribute, sublicense, grant a security interest in or otherwise attempt to transfer any right, assign, transmit, display, decompile, reverse engineer, reverse assemble, decipher or otherwise attempt to discover any programming code or any source code used in or with, create derivative works based on or in any manner commercially exploit the materials or the Service or otherwise distribute in any way the content on the Site other than as specifically permitted herein.
- Any use of the materials or the Service for any purpose other than as specifically permitted herein or without Foundation Center’s prior consent or the prior written consent of Foundation Center’s partners, as applicable, is expressly prohibited, and we reserve all rights not expressly granted in this TOU.
- You may not use the Service, Site or Site Content in any way which, in Foundation Center’s sole judgment, adversely affects Foundation Center’s business, business prospects, the performance or functioning of the Service, Site or Site Content, or interferes with the ability, of other subscribers to access the Service, Site or Site Content.
- You are specifically prohibited from using information available through the Service, Site or Site Content to sell or promote any products or to take any other action that is, in Foundation Center’s sole judgment, inconsistent with the terms and conditions in this TOU, misleading or incomplete, or in violation of any Federal, State, Local law, statute, code, rule, or regulation.
- By permitting access to the Service and Site, Foundation Center does not convey any interest in or to the Service or Site or any other Foundation Center property or Service. All right, title and interest in and to the Service and Site is and shall remain in Foundation Center.
- The Service and Site must be used in accordance with the applicable license granted to you by Foundation Center, any other licenses governing the content accessed on the Site and the terms set forth herein.
- In addition, you agree not to use the Service or the Site to:
- harvest or collect email addresses or other information from the Service or Site by electronic or other means;
- use the Service or Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site;
- use automated scripts to collect information from or otherwise interact with the Service or Site without prior written permission;
- post, transmit, share, store, or otherwise make available any content that Foundation Center deems to be harmful, unlawful, defamatory, infringing, abusive, inflammatory, harassing, fraudulent, invasive of privacy or publicity rights, or otherwise objectionable;
- post, transmit, share, or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
- post, transmit, share, store, or otherwise make available content that would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law;
- use or attempt to use another's account, Service, or system without proper authorization, or create a false identity on the Service or Site.
- post, transmit, share, store, or otherwise make available content that, in the sole judgment of Foundation Center, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or which may expose Foundation Center or its Subscribers to any harm or liability of any type.
- This TOU shall commence when you expressly accept the terms set forth herein and pay any applicable fees, as set forth in Section 5. This TOU shall continue until all applicable keys, credits or tokens have been used by you (“Subscription Period”).
- Your continued use of the Service shall constitute acceptance of any additional term(s). Additionally, Foundation Center may terminate the Service at any time, without penalty and without notice, if you fail to comply with any of the terms of this TOU or the intellectual property protections applicable to the Service.
- Upon termination, Foundation Center has the right to delete all data, files, or other information that is stored in your account.
- Foundation Center further reserve the right to withhold, remove and or discard any content available as part of your account, with or without notice if deemed by Foundation Center to be contrary to this TOU. For avoidance of doubt, Foundation Center have no obligation to store, maintain or provide you a copy of any content that you access when using the Service.
5. Fees and Payment Terms. For information on applicable fees associated with this TOU, contact Customer Service at 800-424-9836. By subscribing, you agree to have your credit card billed automatically each month, on the anniversary date of your subscription. If you wish to discontinue your subscription, contact Customer Service via email at firstname.lastname@example.org prior to the next month’s billing date. Please note that subscriptions are non-refundable.
6. Copyrights. Foundation Center respects the intellectual property rights of others and prohibits you from uploading, posting, or otherwise transmitting through the Service or Site any materials that violate another party's intellectual property rights.
7. Third Party Websites and Content. The Site contains (or you may be sent through the Service or Site) links to other websites ("Third Party Sites") as well as articles, photographs, text, graphics, pictures, designs, information, applications, software, and other content or items belonging to or originating from third parties ("Third Party Applications, Software, or Content"). Such Third Party Sites and Third Party Applications, Software, or Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by Foundation Center, and Foundation Center is not responsible for any Third Party Sites accessed through the Site or any Third Party Applications, Software, or Content posted on, available through, or installed from the Site, including without limitation the content, accuracy, opinions, reliability, privacy practices, or other policies of or contained in the Third Party Sites or the Third Party Applications, Software, or Content. Inclusion of, linking to, or permitting the use or installation of any Third Party Site or any Third Party Applications, Software, or Content does not imply approval or endorsement thereof by Foundation Center. If you decide to leave the Site and access the Third Party Sites or to use or install any Third Party Applications, Software, or Content, you do so at your own risk and you should be aware that Foundation Center's terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site or relating to any applications you use or install from the site.
8. Attribution. FC grants you a non-transferable (subject to Sections 1 and 2), nonexclusive, revocable, license during the Subscription Period to place FC trademarks on your sites, for the purpose of display and identification of those FC trademarks in accordance with the terms of this Agreement and solely in connection with the use of the API and associated materials on the Site. You agree to provide commercially reasonable attribution to FC, for the purposes of brand awareness of FC Sites and materials, in connection with this Agreement. You agree that this attribution will include, but not be limited to, the following: (a) any website pages related to or incorporating the Site or materials therein; and (b) any marketing collateral or press releases promoting or otherwise offering access to external, third-party users of products created by You and incorporating the API, the Site or materials therein.
10. DISCLAIMER OF WARRANTY
- THE SITE, SERVICE AND MATERIALS ARE PROVIDED “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS” AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.
- TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, FOUNDATION CENTER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- WITHOUT LIMITING THE FOREGOING, NEITHER FOUNDATION CENTER WARRANTS THAT ACCESS TO THE SITE, THE MATERIALS AND/OR THE SERVICE AVAILABLE ON OR THROUGH THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES FOUNDATION CENTER MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF THE SERVICE, THE MATERIALS OR THE SITE. FOUNDATION CENTER ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT, OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, SUBSCRIBER COMMUNICATIONS. FOUNDATION CENTER IS NOT RESPONSIBLE FOR ANY TECHNICAL MALFUNCTION OR OTHER PROBLEMS OF ANY NETWORK OR SERVICE, COMPUTER SYSTEM, SERVER OR PROVIDER, COMPUTER OR MOBILE PHONE EQUIPMENT, SOFTWARE, FAILURE OF EMAIL OR PLAYERS ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY SITE OR COMBINATION THEREOF, INCLUDING INJURY OR DAMAGE TO SUBSCRIBER’S OR TO ANY OTHER PERSON'S COMPUTER, MOBILE PHONE, OR OTHER HARDWARE OR SOFTWARE, RELATED TO OR RESULTING FROM USING OR DOWNLOADING MATERIALS IN CONNECTION WITH THE INTERNET AND/OR IN CONNECTION WITH THE SERVICE OR SITE.
- FOUNDATION CENTER CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE AND/OR SERVICE AND/OR ANY PLATFORM APPLICATIONS.
- FOUNDATION CENTER DOES NOT REPRESENT OR WARRANT THAT SOFTWARE, CONTENT, OR MATERIALS ON THE SITE OR SERVICE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE OR THAT THE SITE OR SERVICE, ITS SERVERS, OR ANY PLATFORM APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH SOFTWARE, CONTENT, OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA, OR SOFTWARE (INCLUDING ANY MOBILE CLIENT) FROM OR THROUGH THE SERVICE AND ANY PLATFORM APPLICATIONS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM OR OTHER HARDWARE OR SOFTWARE, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT. FOUNDATION CENTER DOES NOT WARRANT THAT YOUR USE OF THE SERVICE OR SITE WILL BE UNINTERRUPTED, SECURE, OR ERROR FREE.
- YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND YOUR RELIANCE UPON THE SERVICE AND/OR THE MATERIALS IS AT YOUR SOLE RISK. UNDER NO CIRCUMSTANCES WILL FOUNDATION CENTER BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING ANY LOSS OR DAMAGE TO ANY SUBSCRIBER CONTENT, RESULTING FROM ANYONE'S USE OF THE SERVICE OR SITE, ANY SUBSCRIBER OR SUBSCRIBER CONTENT OR THIRD PARTY APPLICATIONS, SOFTWARE, OR CONTENT POSTED ON OR THROUGH THE SERVICE OR SITE OR TRANSMITTED TO SUBSCRIBERS, OR ANY INTERACTIONS BETWEEN SUBSCRIBERS OR SUBSCRIBERS OF THE SITE, WHETHER ONLINE OR OFFLINE.
- IN ADDITION, FOUNDATION CENTER IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS EMAILS, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH THE SITE TO ANYONE.
- IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT ANY DATA, INFORMATION, CONTENT OR MATERIALS CONTAINED IN OR MADE AVAILABLE IN CONNECTION WITH THE SERVICE IS NOT INTENDED AS A SUBSTITUTE FOR, THE KNOWLEDGE, EXPERTISE, SKILL AND JUDGMENT OF TAX, LEGAL OR OTHER PROFESSIONALS.
- FURTHER, FOUNDATION CENTER MAKES NO REPRESENTATION OR WARRANTIES THAT THE SERVICE OR THE MATERIALS OR THE SITE ARE APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS. IF YOU USE THE SITE, THE SERVICE OR THE MATERIALS OUTSIDE THE UNITED STATES OF AMERICA, YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING WITHOUT LIMITATION EXPORT AND IMPORT REGULATIONS OF OTHER COUNTRIES. NEITHER FOUNDATION CENTER NOR ANY THIRD PARTY PROVIDERS, PARTNERS OR AFFILIATES WARRANT THAT THE SITE, ITS SERVERS THE MATERIALS OR THE SERVICE OR ANY E-MAIL SENT FROM THE SITE OR ANY THIRD PARTY PROVIDERS, PARTNERS OR AFFILIATES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
- THIS TOU APPLIES SOLELY TO THE SITE. AS PART OF THE SERVICE PROVIDED TO OTHER FOUNDATION CENTER USERS, FOUNDATION CENTER HOST WEBSITES FOR CERTAIN THIRD PARTIES (“THIRD PARTY SITES”). THIRD PARTY SITES INCLUDE CONTENT GENERATED BY THIRD PARTIES AND ARE NOT UNDER THE MANAGEMENT AND CONTROL OF FOUNDATION CENTER. FOUNDATION CENTER IS NOT RESPONSIBLE FOR SUCH THIRD PARTY SITES, INCLUDING WITHOUT LIMITATION, THE ACCURACY, SUFFICIENCY, CORRECTNESS, RELIABILITY, VERACITY, COMPLETENESS OR TIMELINESS THEREOF, ANY LINK CONTAINED THEREIN, OR ANY CHANGES OR UPDATES THERETO, OR ANY GOODS OR SERVICE SOLD THEREON. YOUR ACCESS OR USE OF ANY THIRD PARTY SITE IS GOVERNED BY THE TERMS APPLICABLE TO SUCH THIRD PARTY SITE. THE HOSTING OF ANY THIRD PARTY SITE BY FOUNDATION CENTER DOES NOT IMPLY AN ENDORSEMENT THEREOF BY FOUNDATION CENTER, OR OF THE PROVIDER OF SUCH CONTENT OR SERVICE, OF ANY THIRD PARTY SITE.
11. LIMITATION OF LIABILITY
- IN NO EVENT WILL FOUNDATION CENTER OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, OR PENALTIES, INCLUDING, WITHOUT LIMITATION, FOR ANY PERSONAL INJURY, LOST PROFITS OR LOSS OF PROGRAMS OR OTHER DATA (ON YOUR COMPUTER OR OTHERWISE), ARISING FROM YOUR USE OF THE SERVICE OR SITE, OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH, OR DOWNLOADED FROM THE SITE, THE COMMERCIAL PRODUCTS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE OR OTHERWISE, EVEN IF FOUNDATION CENTER IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR PENALTIES.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, FOUNDATION CENTER'S LIABILITY FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO FOUNDATION CENTER FOR THE SERVICE DURING THE TERM OF MEMBERSHIP. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO FOUNDATION CENTER FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM FOUNDATION CENTER, REGARDLESS OF THE CAUSE OF ACTION.
- YOU HEREBY RELEASE FOUNDATION CENTER AND HOLD FOUNDATION CENTER AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, AND THEIR OFFICERS, DIRECTORS, TRUSTEES, AFFILIATES, SUBCONTRACTORS, AGENTS AND EMPLOYEES, HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, ACTUAL, SPECIAL, INCIDENTAL AND CONSEQUENTIAL), KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICE, MATERIALS, SITE, YOUR CONTENT, COMMERCIAL PRODUCTS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGHTHE SITE.
- TO THE EXTENT AVAILABLE TO YOU, YOU HEREBY WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE.
12. EXCLUSIVE REMEDY
- IN THE EVENT OF ANY PROBLEM WITH THE SITE, THE SERVICE, THE MATERIALS, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE USING THE SITE, THE SERVICE AND THE MATERIALS.
- UNDER NO CIRCUMSTANCES SHALL FOUNDATION CENTER OR ITS AFFILIATES BE LIABLE IN ANY WAY FOR YOUR USE OF THE SITE, THE SERVICE, THE MATERIALS, YOUR CONTENT, OR THIRD PARTY USER-GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS, ANY INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND. CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
You agree to indemnify, hold harmless, and defend Foundation Center, suppliers, contractors, partners, officers, directors, employees, agents, affiliates, subsidiaries, successors and assigns (collectively "Indemnified Parties") from and against any and all liability, loss, claim, damages, expense, or costs (including but not limited to attorneys' fees and expenses), incurred by or made against the Indemnified Parties in connection with any claim arising from or related to (i) your use (or anyone using your account’s) use of the Service, the Site, or the materials, (ii) Subscriber Content, (iii) any Commercial Products you offer on or through the Site or using the Service, or (iv) any Third Party Applications, Software, or Content posted or shared on or through the Service or Site by you, your use of the Service or Site, your conduct in connection with the Service, Site, or with other Subscribers of the Service or Site. This includes, but is not limited to, any breach or violation of this TOU by you, anyone utilizing your account or of any law or the rights of any third party. You agree to fully cooperate at your expense as reasonably required by an Indemnified Party. Each Indemnified Party may, at its election, assume the defense and control of any matter for which it is indemnified hereunder. You shall not settle any matter involving an Indemnified Party without the consent of the applicable Indemnified Party. In the event Foundation Center seeks to enforce this provision against you with respect to a third party claim, Foundation Center will give you prompt notice of such claim. Failure to provide such notice will relieve your obligations only to the extent you were prejudiced by such failure.
Foundation Center reserves the right, in Foundation Center’s sole discretion, to modify the terms and conditions of this TOU at any time. Notification will be posted on Foundation Center’s website or by otherwise making such revised terms available for review by you and it is your responsibility to check the website periodically for changes. Changes to the TOU shall be posted on the Site and such changes shall be effective immediately upon posting. Your continued use of or access to the Service following the posting of any changes to this TOU constitutes acceptance of those changes. Any such modifications will supersede all prior versions after the revised version has been posted on the Site or otherwise made available as described above. Foundation Center may also, in the future, offer new services and/or features through Site (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this TOU.
The formation, interpretation and performance of this TOU and any disputes arising out of it shall be governed by the substantive and procedural laws of the state of New York without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of the United States of America. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in New York County, New York, and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to this TOU. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this TOU.
16. Force Majeure. Foundation Center shall not be liable or responsible for any delay or failure in performance if such delay or failure is due to causes beyond its control.
17. No Assignment. You may not assign this TOU or any of your rights hereunder. Any such attempted assignment shall be null and void.
- If any provision of this TOU is held invalid, the remainder of this TOU shall continue in full force and effect. If any provision of this TOU shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this TOU and shall not affect the validity and enforceability of any remaining provisions.
- If Foundation Center fails to enforce any provision of this TOU, it will not constitute a waiver of such right or provision in that or any other instance.
- You will not transfer any of your rights or obligations under this TOU to anyone else without our prior written consent.
- All of Foundation Center’s rights and obligations under this TOU are freely assignable by Foundation Center in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.
- This TOU does not confer any third party beneficiary rights.
- A printed version of this TOU and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this TOU to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
- Entire TOU. This TOU constitutes the entire TOU between you and Foundation Center regarding the use of the Service and/or Site, superseding any prior TOU between you and Foundation Center relating to your use of the Service or Site.