Data Marketplace User Agreement

Last updated April 25, 2025

This Agreement between Candid ('Candid' or 'We') and Licensee ('Licensee' or 'You'), collectively referred as ‘Parties’, is effective as of the date that Licensee accepts this Agreement and completes the registration process (‘Effective Date’). 

WHEREAS, Candid is a charitable organization whose charitable purposes include to collect, organize, and make available to the public information about the nonprofit sector and to study               and give counsel on the organization, management, and programming of nonprofits;

WHEREAS, Licensee desires to obtain a license to Candid’s data for the purpose of benefiting the social sector;

WHEREAS, Licensee uses machine learning technology that may excerpt, abstract, index, decode, or extract data provided by Candid, and then combines unassociated data sets from various sets of data (from multiple, disparate licensor sources) to create various forms of derivative data;

WHEREAS, the license of Candid's data to Licensee directly furthers Candid’s charitable purposes of strengthening the social sector by advancing knowledge about philanthropy in the United States and around the world;

NOW, THEREFORE, in consideration of the mutual promises set forth below, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the following:

1. Acceptance
   1. Licensee acknowledges that Licensee has read the terms and conditions herein and that Licensee accepts such terms and conditions. LICENSEE AGREES TO READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING A CANDID DATA SET ('Data Set'). If Licensee does not agree to these terms and conditions, Licensee may not use the Data Set.
2. Definitions

In addition to the terms defined elsewhere in this Agreement, the following terms shall have the meanings indicated:

1. ­“Authorized Users” means those Licensee employees, contractors, or individuals that are authorized by Licensee to access and use the Data Set.
2. “Data Marketplace” means the Candid platform that Authorized Users are using to purchase and access the Data Set.
3. “Data Set” means all content, contained in the feed from Candid, that the Licensee is being granted a license to use.  The specific content of the Data Set is described in the marketplace that the Data Set was purchased from.
4. “Intellectual Property” means copyright interests in works of authorship of all types (including, without limitation, the right to use, reproduce, modify, distribute, publicly display and publicly perform that copyrighted work), rights in names and marks (including, without limitation, corporate names, trade names, trademarks, service marks, combination marks, logos, trade dress, and domain names), patent rights (including, without limitation, the right to make, use and sell), trade secrets, moral rights, right of publicity, right of privacy, rights held under licenses, all registrations and applications for registration associated with any of the foregoing (including, as applicable, provisional applications, continuations, continuations in part, reissues, renewals, re-examinations and foreign counterparts); all goodwill associated with the business conducted under names and marks; and all other intellectual property rights, regardless of whether such rights arise under the law of the United States or any other state, country, or jurisdiction.
5. “Derivative Works” means any work based on, or derived from, the Data Set that is sufficiently distinct and different from the Data Set.

1. Ownership of Intellectual Property

As between the Parties, Candid is and shall remain the sole owner of all Intellectual Property rights related to the Data Set. Candid acknowledges Licensee owns all right, title, and interest in any derivative data sets created by Licensee that are not owned or copyrighted by Candid. Nothing in this Agreement will be construed to prevent Candid from granting third parties any other licenses or rights to exploit the Data Set in any manner whatsoever.  

1. License

The Licensee and its Authorized Users are granted limited, non-exclusive, worldwide, and non-transferable right and license of the Data Set, subject to the terms and conditions of this Agreement. All rights not explicitly granted to Licensee remain with Candid.

1. Permitted Uses. Licensee may, subject to the terms of the Agreement, only use the Data Set:
   1. For business development, marketing or research purposes in a manner that is consistent with the Fair Use provisions of United States Law; 
   2. To load the Data Set on secured servers using its own technology to create various forms of non-commercial derivative data; 
   3. To access the Data Set, either manually or by machine(s) via the Candid Data Marketplace;
   4. To use the Data Set as follows: download, extract, index, modify, combine, analyze, and otherwise process the Data Set with other data, on Licensee’s server(s); and
   5. To redistribute integrated portions of the Data Set to Licensee’s Authorized Users as part of Licensee’s Derivative Works, provided Candid is informed and identified as a source of information. 
2. Prohibited Uses. Licensee shall not:
   1. Use the Data Set other than is expressly authorized by this Agreement;
   2. For clarity, Licensee is strictly barred from renting, reselling, distributing, displaying, republishing, or sublicensing the Data Set, in portions or in its entirety without Candid’s express prior written consent. 
   3. Change, recompile, or reframe the Data Set, or any portion thereof, or enable others to do so, except as expressly permitted herein; 
   4. Without Candid’s express prior written consent, use any data mining, robotics, or similar data gathering and extraction methods with respect to the Data Set. This prohibition expressly applies to data mining or extraction for use in artificial intelligence (“A.I.”), large language models, machine learning, or similar applications.
   5. Remove metadata that is unique to Candid or the Data Set.
   6. Use the Data Set, or permit it to be used, in connection with hate, discrimination, harassment, or any other malicious or unlawful activity, or otherwise in any manner that may (in Candid’s sole discretion) be considered harmful to Candid or any third party.
3. Data Attribution.

Licensee shall give Candid credit as a source of data in any Derivative Works utilizing the Data Set.

1. Data Security.
   1. Licensee shall ensure that access to the Data Set is only permitted to Authorized Users, and is limited to the use as permitted in this Agreement.
   2. Licensee shall ensure that the Data Set is stored solely on a secure server, shall undertake reasonable measures within its control to prevent access to and improper use of the Data Set, and shall remediate all issues uncovered of which it has actual notice or knowledge.
   3. Licensee shall promptly notify Candid of any breaches of data security that may impact the Data Set or Licensee’s use of the Data Set.

1. Warranties; Disclaimers
   1. Candid cannot guarantee the accuracy of the data contained in the Data Set. Except for the situation described in Section 5b., Candid's Data Sets are provided to Licensee 'as is,' without warranty of any kind. Candid does not make any representations as to the accuracy or integrity of the information. It disclaims all express, implied, and statutory warranties of any kind, including warranties as to accuracy, timeliness, completeness, merchantability, or fitness for any particular purpose.
   2. If the Licensee receives a file that is damaged or blank, Candid will send a replacement Data Set to the Licensee.
   3. Licensee acknowledges that, the Data Set is a compilation of specific data derived from multiple sources and that:

(1)  Candid did not prepare any such information or data;

(2)  Any descriptive information is derived from IRS Forms 990, Forms 990-EZ, and Forms 990-PF filed by the organizations or their voluntary responses to a Candid questionnaire; and (3) any financial data are taken from the IRS Business Master File, IRS Forms 990, Forms 990-EZ, Forms 990-PF, or information provided to Candid by organizations that are not required to file returns with the IRS;

1. Licensee also acknowledges that Candid does not edit or control the financial information it receives; although it may (in its sole discretion) note obvious mathematical errors that it believes may exist in the materials as received by it.

1. Limitation of Liability and Remedy
   1. Candid will not be liable for any indirect, incidental, consequential, special, punitive, or other damages of any kind incurred as a result of the information in this Data Set, even if Candid has been advised of the possibility of such damages. In no event shall Candid be liable for any direct damages in excess of the amount expended under this Agreement.
   2. Candid shall not have any liability to Licensee with respect to any actual or alleged inaccuracy, untimeliness, incompleteness, inadequacy, unmerchantability or unfitness with respect to the Candid Database or Candid Data Set.
   3. We may use third-party machine learning or A.I. services to generate results for some inquiries on the Candid Site (“Output”). Given the still evolving, probabilistic nature of machine learning, use of the Candid Site may in some situations result in incorrect Output that is inconsistent or does not accurately reflect real facts. You should evaluate the accuracy of any Output as appropriate for your use case, including by using human review of the Output. You are responsible for the actions you take based on the Output, including for ensuring that it does not violate any applicable law or this Agreement.
2. Term and Termination
   1. Term.
      1. This Agreement shall be effective as of the Effective Date until the last day of the then current term, as outlined in the applicable registration form. 
      2. Further, Candid reserves the right, for any reason and with or without notice, and in its sole discretion, to terminate, change, or suspend, in whole or in part, the delivery of the Data Set through the Candid Data Marketplace. In the event Candid decides to discontinue delivery of the Data Set through its Data Marketplace, Candid will provide the Data Set directly to Licensee for the remainder of Licensee’s current term.
      3. Upon the termination or expiration of this License the Licensee may no longer exercise the rights granted by this Agreement, including, without limitation, accessing and using the Data Set.  Licensee may continue to use information and materials Licensee downloaded or printed prior to termination or expiration of this Agreement, but any such use remains subject to the terms and restrictions of this Agreement.
      4. Termination or expiration of this Agreement shall not relieve a party of its obligations, to make payment or otherwise, at all times prior to the effective date of termination or expiration.
3. Payment Terms

In exchange for the license granted herein, Licensee shall pay Candid the fees set forth in the marketplace registration form in accordance with the payment terms therein.  Payment of fees shall constitute acceptance of this Agreement by Licensee and shall make this agreement binding. All fees are non-refundable. 

1. Miscellaneous

 

1. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable in any jurisdiction for any reason, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired thereby and such remaining provisions will remain in full force and effect.  In addition, this Agreement may be modified by Candid to the extent necessary to cure or, if necessary, delete the offending provision.
2. Assignment. Licensee shall not directly or indirectly sell, transfer, assign, convey, pledge, encumber, or otherwise dispose of this Agreement without the prior written consent of Candid.  Candid may, without the prior written consent of Licensee, assign or transfer this Agreement at its sole discretion.
3. Successors and Assigns. Any assignment of this Agreement will bind and inure to the benefit of the Parties and their respective permitted successors and permitted assigns.
4. Governing Law; Venue. If a dispute arises out of or relates to (i) this Agreement or (ii) any agreements between the Parties related to or issued under this Agreement or (iii) any actions in breach of any such agreement, the Parties agree to endeavor in good faith to settle the dispute in an amicable manner. The Parties will first make reasonable efforts to settle the dispute through direct discussion among the personnel involved with the implementation of the terms of the Agreement in dispute.

 

The Parties acknowledge and agree that any legal suit, claim, cause of action, or proceeding relating to this Agreement or the transactions contemplated hereby will be governed by, and enforced in accordance with, the substantive and procedural laws of the State of New York, without regard to conflicts of law rules and must be brought in the state or federal courts sitting in the Borough of Manhattan, New York, New York.  Each Party submits to the exclusive jurisdiction of such courts and irrevocably and unconditionally waives any jurisdictional, venue, or inconvenient forum objections to such courts.  The prevailing party will be entitled to be reimbursed all costs and attorneys’ fees.

1. Survival. Provisions of this Agreement that, by their nature are meant to be performed after the termination or expiration of this Agreement, shall so survive, including without limitation those provisions governing ownership, confidentiality, indemnification, limitations of liability, governing law and audit rights.
2. Waiver. A waiver of any term or breach of this Agreement must be in writing and signed by the waiving Party. A waiver in one instance will not constitute a waiver in another instance, whether similar or different. No failure or delay in exercising any right or remedy will be construed as a waiver of that right or remedy and no partial exercise of a right or remedy will preclude any further exercise.
3. Entire Understanding. This Agreement is the entire agreement and understanding of the Parties with respect to the subject matter hereof, and it supersedes all prior and contemporaneous agreements, understandings, representations, and warranties, both written and oral, relating to the subject matter hereof.