"CharityWatch" refers here to the American
Institute of Philanthropy, operating under the name CharityWatch.
An organization included by CharityWatch ("Licensor")
in the list of "Top-Rated Charities" on the CharityWatch
web site, charitywatch.org, has permission to use the CharityWatch
Top-Rated Seal in its web, print, and other materials for
the purpose of publicizing its Top-Rated status subject
("Licensee") agrees to abide by the following
A. The CharityWatch Top-Rated Seal
may be used only by charities posted on the Top-Rated page
of the CharityWatch web site at charitywatch.org/toprated.html.
B. The Seal is intended for use only by
the entity or entities rated by CharityWatch, and not for use by
related entities not covered by CharityWatch's rating. If Licensee
uses the Seal in electronic form, Licensee must actively link the
Seal to the CharityWatch Top-Rated web page, charitywatch.org/toprated.html,
or to the CharityWatch home page at www.charitywatch.org.
C. Licensee may make necessary technical
modifications to the Seal in electronic form as required
for display of the Seal on its web site or print materials,
including altering the size and resolution of the Seal.
Licensee may not make any other modifications to the Seal
without the written consent of Licensor.
D. This License is provided to Licensee
at the sole discretion of CharityWatch. Licensee is not
authorized to transfer, sublicense, assign, or otherwise
distribute the License to third-parties without the written
consent of CharityWatch.
2. Limitation of Liability & Disclaimer
A. Charities are designated as Top-Rated
at the sole discretion of CharityWatch. CharityWatch reserves
the right to determine the criteria for Top-Rated status
and to assign Top-Rated status to a charity. CharityWatch
also reserves the right to revoke the Top-Rated status of
a charity at any time, for any reason, at its sole discretion.
B. Except to the extent required
by applicable law, in no event will Licensor be liable to
Licensee on any legal theory for any special, incidental,
consequential, punitive, or exemplary damages arising out
of this License or the use of the Seal. Licensee shall hold
harmless CharityWatch and its directors, officers and employees
against any action that may be brought against Licensee
as a result of the use of the Seal. Licensee shall also
indemnify CharityWatch and its directors, officers and employees
against any action that may be brought against CharityWatch
or its directors, officers or employees as a result of Licensee's
use of the Seal.
C. Unless otherwise mutually agreed
to by the parties in writing, Licensor offers the Seal as-is
and makes no representations or warranties of any kind concerning
the Seal, express or implied, statutory or otherwise, including
without limitation, warranties of title, fitness for a particular
purpose, noninfringement, or the absence of latent or other
defects, accuracy, or the presence or absence of errors,
whether or not discoverable.
A. Use of the Seal does not constitute
ownership, in whole or in part, of the Seal by the Licensee.
All permissions and authorizations granted herein are revocable
by CharityWatch without cause at any time upon the giving
of notice of revocation.
B. This License and the rights granted
hereunder will terminate automatically upon any breach by
Licensee of the terms of this License.
C. Subject to the above terms and
conditions, the License granted here is perpetual. Notwithstanding
the above, Licensor reserves the right to license the Seal
under different terms or to stop licensing the Seal at any
time. This License will continue in full force and effect
unless terminated as stated above.