PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY
This Agreement is a binding, contractual agreement between the client (“Client” or “You”) and Tedesco and Affiliates, LLC d/b/a NPO Authority (“The NPOAuthority”). This Agreement applies to your access to and/or use of the Services (defined below) pursuant to this Agreement. By using a service of The NPOAuthority/NPOAuthority , you are indicating your acceptance of the Agreement. You represent that you have the authority to bind the Client and its affiliates to the terms and conditions of this Agreement. If you do not have such authority, or if you do not accept and agree to all of the Terms and Conditions, contact NPOAuthority by email at: patrick@npoauthority.net

“Addendum” or “Addenda” means the document(s) attached hereto and incorporated herein at any time, and only to the extent applicable, that set(s) forth additional descriptions and requirements of particular hosting-specific terms, subscription information, and test file submission matters.

If You and The NPOAuthority have executed a written agreement, that agreement shall apply and govern the relationship between You and NPOAuthority/ The NPOAuthority, instead of these Terms.

The Terms and Conditions were last updated on May 27, 2021.

A downloadable and printable version of these Terms and Conditions can be found here.

CONFIDENTIALITY
NPOAuthority acknowledges that the data submitted to NPOAuthority by Client (the “Data”) is to be used by NPOAuthority for the sole purpose of enhancing the Data. Therefore, NPOAuthority certifies that from the time that NPOAuthority receives the Data until the analysis process has been completed, no person or persons who are not employees of NPOAuthority, or consultants working for NPOAuthority, will have access to the Data.

Each party acknowledges and agrees that all information emanating from the other party’s business in any form that is marked confidential or reasonably should be deemed confidential, including and not limited to marketing information, prospective plans, activities of technical and other personnel, and any compilations of otherwise non-public information, including the terms of this Agreement, are confidential and proprietary information (collectively, the “Confidential Information”). Each party agrees that it will not, during or after the term of this Agreement, permit the duplication, use, or disclosure of any such Confidential Information to or by any person (other than any of its employees, agents, independent contractors, or other representatives who must have such information for the performance of such party’s obligations hereunder), unless such duplication, use or disclosure is specifically authorized in writing by the other party.

NPOAuthority shall notify Client of any unauthorized or inadvertent disclosure of Data following the requirements outlined in any Addendum hereto.

INFORMATION DELIVERY SCHEDULE
NPOAuthority will deliver to the Client the results of NPOAuthority’s analysis of the Data (the “Information”) not later than fifteen (15) days from receipt of the Data, provided NPOAuthority has received the subscription payment.

The NPOAuthority will make every effort to have the online research service available (the “Services”) seven (7) days a week, twenty-four (24) hours a day, except for planned and unplanned outages not to exceed five (5) business days in any one calendar year.

The client shall purchase the Information and/or Services from The NPOAuthority at a price (the “Price”) listed on the Order Summary. Unless otherwise stated in the Order Summary or any quote provided by The NPOAuthority, prices quoted shall be good for a period of thirty (30) days. Unless otherwise stated in the Order Form, full payment is due within thirty (30) days of Client’s receipt of any Information or Services. Payment to The NPOAuthority is not contingent upon payment to the Client from a third party. Late payments shall cause suspension of Services and shall accrue a finance charge equal to the lesser of ten percent (10%) or the highest rate allowable by law. The NPOAuthority shall be entitled to recover all costs and expenses, including reasonable attorneys’ fees, arising out of the Client’s failure to make all payments due on time. Where required by law, sales and use tax shall be charged in addition to all quoted fees.

RIGHTS OF CLIENT
The client acknowledges that The NPOAuthority, or the data owners who provided the Information to The NPOAuthority, own the Information. The Client has no proprietary rights to the Information used by The NPOAuthority to enhance the Data.

The client has the right to use all Information provided via The NPOAuthority’s Data analysis process, or via the Services, without limitation, solely in connection with Client marketing programs.

The client may not sell, lease, rent, or otherwise provide to any other party its own Data as enhanced with the Information or any direct marketing list, model, analysis, code, or report utilizing or derived from the Information, except that Client may provide without charge its own Data as enhanced with the Information or any direct marketing list, model, analysis, code or report utilizing or derived from the Information to an employee, agent, independent contractor, or other representatives of Client assisting Client in connection with the marketing programs permitted under the Section above.

REPRESENTATIONS AND WARRANTIES BY THE NPOAUTHORITY
The NPOAuthority represents and warrants to Client as follows:

The NPOAuthority has all rights and licenses necessary to deliver the Information to the client and grant the client all rights granted in this Agreement to analyze and use the Information.

To the knowledge of The NPOAuthority’s principles without investigation, the Information does not infringe upon or otherwise violate any copyright, trade secret, trademark, patent, invention, right of privacy, known third party rights, or non-disclosure requirements of any third party. In furtherance of these representations and Client’s reliance thereon, The NPOAuthority shall indemnify and hold Client, its officers, directors, agents, and employees harmless against all claims, demands, or liabilities of or to third parties arising from or in connection with The NPOAuthority’s breach of its representations or warranties as to third party infringement under this Section D(2). Said indemnification shall survive the expiration or termination of this Agreement.

The NPOAuthority will obtain the Information from sources it considers reliable and run reasonable control checks on the Information, but will not be subject to liability for truth or accuracy of the Information conveyed or for its completeness or errors or mistakes made by humans or machines. The NPOAuthority shall take reasonable steps to control the continuing quality of the Information. Application of such quality control procedures constitutes the full extent of warranty concerning the information provided. The client acknowledges that it may be necessary or advisable from time to time, in the ordinary course of The NPOAuthority’s business, for The NPOAuthority to add, delete, and substitute Information it makes available to its clients including the Client. The NPOAuthority expressly reserves the right to revise the Information and to make changes in content. The NPOAuthority will give the Client written prior notification of any such changes.

THE NPOAUTHORITY MAKES NO WARRANTIES EXCEPT FOR THOSE SET FORTH ABOVE AND DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE NPOAUTHORITY MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET THE CLIENT’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. These disclaimers must be conveyed to all Client authorized users of the Information. The NPOAuthority’s sole and exclusive liability and Client’s sole and exclusive remedy for breach of the limited warranty outlined in this Section D shall be reperformance of the affected services or, at The NPOAuthority’s option, a refund to Client of a portion of the fees previously paid by Client corresponding to the defective services.

The NPOAuthority acknowledges that information received from the Client may be subject to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and its implementing regulations, in each case as amended and as set forth more fully in any Addendum hereto. Further, the parties acknowledge that these regulations may supersede the confidentiality items concerning any information to which HIPAA applies.

LIMITATION OF LIABILITY
IN NO EVENT SHALL THE NPOAUTHORITY BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY (A) LOSS OF USE, INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (B) LOSS OF GOODWILL OR REPUTATION; (C) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (D) FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE NPOAUTHORITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

IN NO EVENT SHALL THE NPOAUTHORITY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO THE NPOAUTHORITY FOR THE INFORMATION AND SERVICES THAT ARE THE SUBJECT OF THE APPLICABLE CLAIM.

TERM AND TERMINATION
This Agreement shall be effective for a term of the Agreement beginning on the Effective Date of the Order and shall continue for a period of one (1) year (the “Initial Term”).

Upon any material default under this Agreement by either party, the other party shall give written notice of such default to the defaulting party. Unless the default is cured within thirty (30) days after delivery of such notice, then, without limitation of any other remedy available herein, the non-defaulting party may terminate this Agreement by delivery of a notice of termination to the defaulting party at any time before such default has been cured. Notwithstanding the foregoing, if the client cannot cure the default within the thirty (30) day cure period despite the defaulting party’s good faith efforts and diligence, and if the defaulting party commences the cure within the thirty (30) day cure period and thereafter uses good faith efforts and reasonable diligence to cure the default, then the non-defaulting party shall not be entitled to terminate this Agreement until the sixtieth (60th) day after delivery of the default notice. Notwithstanding anything to the contrary contained herein, if Client fails to pay to The NPOAuthority, any amount as and when due hereunder, The NPOAuthority may at its sole discretion discontinue any or all Information and/or Services provided hereunder and/or exercise any rights it may have at law, in equity, under this Agreement or otherwise, all without any obligation to provide notice or an opportunity for Client to cure in connection therewith.

The client may terminate this Agreement at any time, without cause, by providing at least thirty (30) days prior written notice to The NPOAuthority; provided, however, that no such termination shall relieve Client of its obligation to pay for: (a) any Services provided up to the effective date of termination; or (b) any Information supplied or being processed by The NPOAuthority. In addition to the foregoing, as consideration for the right to terminate this Agreement under this Section F(3), Client shall, upon termination, pay The NPOAuthority a termination fee in an amount equal to Termination Fee.

After the Initial Term, the Agreement shall automatically renew for successive one (1) year periods (the “Renewal Terms”), unless one party has given at least 90 days written notice to the other party before such term end date that it desires to terminate the Agreement in which event the Agreement shall end at the end of the current Initial Term or Renewal Term, as applicable. The terms of each Renewal Term shall be on the same terms as the preceding term, except that the fee(s) shall automatically be increased by 10%. Notwithstanding the terms of Section F(1) and this Section F(4), particular Services may be subject to specific renewal and cancellation terms under any applicable Addendum (including without limitation any Addendum concerning Subscription Services). In the event of a conflict between the terms of this Section (F) and the terms of any applicable Addendum related to renewal or cancellation of such particular Services, the terms of the applicable Addendum shall control concerning such matters.

NOTICES
All notices given under this Agreement must be in writing and sent by registered or certified or express mail, return receipt requested and postage prepaid, or by Federal Express or another reputable courier, or delivered personally to the Client contact for notices at the Client’s address and the The NPOAuthority contact for notices at the The NPOAuthority address, in each case as found on the E-Sign agreement, or to such persons or addresses as either party may designate by written notice to the other.

MISCELLANEOUS
Subject to the following sentence, this Agreement shall be binding upon the parties, their successors, and assigns. Neither this Agreement nor any interests or duties hereunder may be assigned by either party without the prior written consent of the other.

This Agreement shall be governed by and construed, and enforced per the laws of the State of Maryland, excluding its choice of law rules regardless of its place of execution. In the event of a dispute hereunder, the parties agree to submit to the exclusive jurisdiction of the state courts of, and federal courts sitting in, the State of [Maryland].

No waiver of any term or condition of this Agreement shall be deemed to be a waiver of any subsequent breach of any term or condition.

If any part of this Agreement shall be held unenforceable, the remainder of this Agreement will nevertheless remain in full force and effect.

Except as provided in Section D of this Agreement and any Addendum hereto, The NPOAuthority is not responsible for any loss or damage incurred by any person or party as a result of the use of or reliance on the Information or Services supplied. In no event will The NPOAuthority be liable for loss or damage incurred by any person or party due to the use of the Client’s software, data, or equipment.

The NPOAuthority shall not be liable or responsible to Client, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of The NPOAuthority including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

Each party represents and warrants that its respective representative whose signature appears below is duly authorized by all necessary corporate actions to execute this Agreement.

This Agreement, including all Addenda and Appendices, contains the entire understanding between The NPOAuthority and Client and supersedes all prior written and oral understandings relating to the subject matter hereof. This Agreement may be executed in counterparts, and the agreement may assemble the signature pages of such counterparts to form a single, integrated document.

Only by written agreement of the parties may this agreement be modified or amended in any manner whatsoever.

The Client acknowledges The NPOAuthority is not a consumer reporting agency or subject to the Fair Credit Reporting Act (FCRA). Accordingly, no service provided by The NPOAuthority shall, under any circumstance, be utilized for any purpose covered under the FCRA.

The details of the method and manner for the performance of the services by The NPOAuthority shall be under its own control. However, The NPOAuthority shall be solely responsible for supervising, controlling, and directing the details and manner of completing the services. Nothing in this Agreement shall give the Client the right to instruct, supervise, control, or direct the details and manner of completing the services. The NPOAuthority is for all purposes hereunder an independent contractor, and in no event will The NPOAuthority be considered an agent or employee of Client for any purpose.

OPTIONAL ADDENDUMS
HOSTING-SPECIFIC TERMS ADDENDUM
DATA SAFEGUARDS
The NPOAuthority shall provide to Client and implement technical, administrative, physical, and organizational safeguards and security measures that are consistent with industry standards and practices and otherwise meet the requirements of applicable federal, state, and local law, including applicable state data privacy laws, too (i) protect Client Data, and all other Clients Confidential Information against unauthorized destruction, loss, alteration, access, misuse or disclosure, and (ii) ensure the availability, integrity, and confidentiality of Client Data and all other Client Confidential Information in possession of The NPOAuthority or its affiliates, contractors and personnel (or to which any of the foregoing has access) during the shipping, transporting, maintenance, electronic transmission and storage thereof (the “Data Safeguards”). In this respect, The NPOAuthority shall employ appropriate methods, including encryption and encrypted devices, and secure communication lines to secure Client Data’s privacy and security and minimize the risk of unauthorized access to the The NPOAuthority data centers. In addition, The NPOAuthority shall ensure that Client Data is segregated from all other The NPOAuthority and third party data, including its other customer data, and shall secure and restrict access to Client Data solely to Client and those employees, contractors, agents, and other authorized individuals associated with The NPOAuthority who have access to its data centers in connection with the Information and Services provided by The NPOAuthority hereunder.

THE NPOAUTHORITY DATA SECURITY COMPLIANCE
The NPOAuthority warrants and covenants that it shall require all of its employees, contractors, agents, and other authorized individuals who have access to its data centers to adhere to its written security policies and procedures regarding remote electronic access or physical access to a data center which shall be provided to Client upon execution of this Agreement and as requested thereafter. The NPOAuthority shall enforce such security policies and procedures and take appropriate corrective action against individuals who fail to adhere to such security policies and procedures, including termination.

ACCESS AND BREACHES
The NPOAuthority will not attempt to access or allow access to Client Data that is not required for the performance of the services hereunder or otherwise authorized by the Client. The NPOAuthority shall notify Client within forty-eight (48) hours of (a) The NPOAuthority’s determination that an actual or suspected breach of Client Data has occurred or (b) in the event of The NPOAuthority’s determination that any actual or suspected unauthorized use, disclosure, acquisition or access to Client Data has occurred that requires Client, under applicable federal or state law, to make a notification to any third party (including, without limitation, to any affected individual) (a “Triggering Event”). To the extent Client is required to notify any third party, including a patient or another Covered Entity, of such breach unless otherwise required by law, Client shall have the sole right to make such notification, including determining the content, methods, and means of such notification. Notwithstanding the foregoing, The NPOAuthority shall reasonably cooperate with Client in formulating such notification, but The NPOAuthority shall not make any such notification at its own initiative without Client’s prior written consent. The NPOAuthority will pay the reasonable costs and expenses of investigation, remediation, notification, and penalties to the extent the Triggering Event is caused by the grossly negligent acts or omissions of The NPOAuthority, its subcontractors, or any The NPOAuthority personnel or a material breach of this Agreement by The NPOAuthority or any The NPOAuthority personnel, subject to the terms and conditions of this Agreement including without limitation the Terms and Conditions.

VIRUS PROTECTION
The NPOAuthority shall use commercially reasonable efforts to ensure that the data centers, solutions, and/or programs used by The NPOAuthority in providing the Services are protected against known or suspected Disabling Devices by implementing appropriate processes for detecting, preventing, and recovering from virus attacks, including all necessary data and software back-up and recovery tools and arrangements. “Disabling Devices” shall mean any software, equipment, tools or data (a) designed or able to disrupt, disable, harm or otherwise impede in any manner, including aesthetical disruptions or distortions, the operation of the systems, or any software, equipment, tools or data (e.g., “viruses” or “worms”); (b) that would disable the The NPOAuthority systems, or Client ’s access to the Client Data, or impair in any way their operation including, for example, based on the elapsing of a period of time, exceeding an authorized number of copies, advancement to a particular date or other numeral (e.g., “time bombs”, “time locks” or “drop dead” devices); (c) that would permit a third party to access Client Data, to cause such disablement or impairment, or otherwise to circumvent the security features of the The NPOAuthority systems or services, or Client Data hosted by The NPOAuthority (e.g., “traps”, “access codes” or “trap door” devices); or (d) which contains any other harmful, malicious or hidden procedures, routines or mechanisms which would cause the Client systems to cease functioning or to damage or corrupt storage media, software, equipment, tools, data or communications or any part of the The NPOAuthority systems, or otherwise interfere with operations.

DATA AVAILABILITY AND DISASTER RECOVERY PLAN
The NPOAuthority shall implement a disaster recovery plan to ensure that all Client Data is preserved for as long as Client requires such Client Data to be preserved and readily available at all times to Client. The disaster recovery plan shall include the following procedures: The NPOAuthority shall ensure that a backup of its systems, including the Client Data, is conducted every other night by The NPOAuthority, which at a minimum, shall include daily incremental backups. Backups are conducted digitally and maintained in encrypted form at The NPOAuthority’s expense. In addition, The NPOAuthority shall ensure that all Client Data hosted by The NPOAuthority is securely stored and preserved on both primary and backup data centers and in the event of failure of the primary data center or other interruption of access to the Client Data, that The NPOAuthority shall readily restore the redundant copy of such Client Data and the hosting services, accessible and usable by Client (from the back-up data center or other location or means as agreed by the parties).

OFF-SHORE RESOURCES
The NPOAuthority shall not directly or indirectly transmit or transfer to or allow access from any offshore location to any information or Client Data without Client’s prior written consent, which client may withhold consent for any or no reason.

SUBSCRIPTION INFORMATION ADDENDUM
This Addendum applies to the 12-, 24-, and 36-month subscriptions and monthly renewals.

Intellectual Property
The Client agrees that the Service and Information is and will remain the property of The NPOAuthority. The Client does not have any license or right to use any trade or service mark displayed in any part of the Service and Information without the express written permission of The NPOAuthority. The NPOAuthority’s intellectual property rights in and to the product are protected by the United States copyright and trademark laws, and the Client agrees that its employees are not authorized to reproduce, copy, republish, upload to a third party or distribute any part of the Service or Information, except under this Agreement. The Client agrees not to use any Information obtained through the Service for any unlawful or unauthorized purpose.

Network Security
Violations of this Agreement include but are not limited to any attempt to avoid user authentication or security of any host, network, or account. This includes accessing content not intended for visitors and logging into an account you are not expressly permitted to access. Attempting to force a denial of service by email bombing, packet spoofing, or ping flooding, among other measures, is strictly prohibited. The client is forbidden to perform any network monitoring, including probing the security of networks or attempting to intercept data not intended for the Client.

Restrictions
The Client must ensure that only users who are a part of their organization and who have authorization can access and use the Service under this Agreement. Such access and use only enable the Client to carry on its business in the normal course. The Client agrees to take all necessary precautions to ensure that no unauthorized persons have access to the product. All authorized persons having access refrain from unauthorized disclosure, duplication, reproduction, or storage on locations accessible by users who do not have authorization.

Payment, Cancellation, Refunds
SUBSCRIPTION
A new Client chooses the 12-, 24-, or 36-month subscription. The NPOAuthority asks for credit card information to be used for payment at the start of each month. A credit card on file is a prerequisite for preferential pricing.

RENEWAL
At the end of the 12, 24, or 36 months the subscription will auto-renew to a month-to-month basis. The NPOAuthority will charge the credit card on file unless otherwise notified anytime in the previous month that the Client wishes to cancel at the start of each month.

The NPOAuthority may increase the monthly subscription pricing by a maximum of 15% for month-to-month users once every 12 months, starting at the expiration of the 12-, 24-, or 36-month subscription.

CANCELLATION
A Client on month-to-month auto-renewal may cancel at any time with no termination fee. A Client on the 12-, 24-, or 36-month subscription that cancels 90 days or fewer before the expiration date also does not have to pay a termination fee. For Clients on subscriptions that cancel more than 90 days before the expiration date, The NPOAuthority asks that they pay a termination fee equivalent to 50% of the balance remaining on the subscription.

A Client that has canceled their subscription (whether yearly or monthly) may purchase it again but will have to begin anew from the 12-, 24-, or 36-month subscription.

REFUNDS
The NPOAuthority does not give refunds. Not notifying The NPOAuthority in advance of a desire to cancel a subscription effectively continues the subscription and the monthly payment charged automatically on the credit card on file.

See Sections “Information Delivery Schedule” and “Representations and Warranties by The NPOAuthority” of the Agreement for details on delivery and warranties.