Supplemental Terms of Service
(License of Data to End User – “LeadAdvisor” Service)
Thank you for your purchase of our LeadAdvisor™ service. Your purchase and use of the LeadAdvisor™ service is, in addition to our standard Terms of Service, subject to these Supplemental Terms of Service. For purpose of these Supplemental Terms of Service, Dun & Bradstreet and its affiliates are referred to individually and collectively as “we,” “us,” or “Dun & Bradstreet,” the data furnished to you as part of the to the LeadAdvisor™ service is referred to as the “Data,” and these Supplemental Terms of Service, together with our standard Terms of Service, are referred to as the “TOS.”
1. License of Data. All Data furnished to you in connection with Dun & Bradstreet’s LeadAdvisor™ service is furnished on a licensed basis. We hereby grant to you a non-exclusive, non-transferable, non-sublicensable limited license (“License“) to use the Data within the United States and Canada (the “Territory“) for the duration of your subscription in connection with your business operations and subject to the limitations contained in the TOS (the “Permitted Uses“). For the avoidance of doubt, Dun & Bradstreet retains all ownership rights (including copyrights and other intellectual property rights) in the Data and you obtain only such rights as are explicitly granted by the TOS. To the extent, in connection with our preparation of the dataset comprising the Data, it becomes necessary for you to deliver your own data records to us, we shall be deemed to have attained, through receipt of such data records, a perpetual, unrestricted, royalty-free license in and to such data records, without any duty to account to you in connection with our use thereof.
2. Use Parameters and Restrictions. The Data is licensed for the Permitted Uses only and for use only by those of your employees with a need to know, and may only be used in full compliance with the TOS. You may not cite or otherwise credit Dun & Bradstreet as a source of the Data or any data, may not reference Dun & Bradstreet in connection with any use of the Data, and may not resell, sublicense, re-license or otherwise transfer the Data. You shall not copy the Data or provide (or provide access to) the Data to others, whether directly in any media or indirectly through incorporation in a database, marketing list, report or otherwise, or use or permit the use of the Data to generate any statistical, comparative, or other information that is or will be provided to third parties (including as the basis for providing recommendations to others), or voluntarily produce the Data in legal proceedings. You shall not attempt to aggregate, reformat, sort, merge, categorize, edit, or otherwise modify the Data without our prior written approval. You shall not use the Data as a factor in establishing an individual’s eligibility for (i) credit or insurance to be used primarily for personal, family or household purposes; or (ii) employment. In addition, you shall not use the Data to engage in any unfair or deceptive practices and shall use the Data only in compliance with all applicable local, state, federal and international laws, rules, regulations or requirements, including, but not limited to, laws and regulations promulgated by the Office of Foreign Asset Control, and/or those laws and regulations regarding telemarketing, customer solicitation (including fax advertising, wireless and mobile advertising, and/or e-mail solicitation), data protection and privacy. Upon expiration or termination of your subscription, unless we instruct you otherwise, you shall immediately delete or destroy all originals and copies of the Data, and upon request, provide us with a corporate officer’s certification thereof. At any time during the active term of your subscription and for one year after the expiration or termination thereof, upon reasonable notice and during regular business hours, you shall permit us to inspect the locations at, or computer systems on which, the Data is used, stored or transmitted so that we can verify your compliance with the TOS.
3. Disclaimers. Though we use extensive procedures to keep our databases current and to promote data accuracy, you acknowledge that the Data will contain a degree of error. Dun & Bradstreet does not represent or guarantee in any way that the Data meets the requirements of any applicable federal, or state law, rule or regulation related to the use of contact information (e.g. names, phone and facsimile numbers, email addresses) including but not limited to wireless suppression lists, the CAN-SPAM Act, and “Do Not Call” lists, and you shall be responsible for compliance with such laws in connection with its use of the Data. ALL DATA IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. OTHER THAN AS EXPLICITLY STATED IN THE TOS, DUN & BRADSTREET AND ITS THIRD PARTY INFORMATION PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, AND NON-INFRINGEMENT RELATING TO THE DATA OR THE MEDIA ON WHICH THE DATA IS PROVIDED, OR THAT THE PROVISION OF THE DATA WILL BE UNINTERRUPTED OR ERROR-FREE. YOU AGREE THAT DUN & BRADSTREET AND ITS THIRD PARTY INFORMATION PROVIDERS SHALL NOT BE LIABLE TO YOU FOR ANY LOSS OR INJURY CAUSED, IN WHOLE OR IN PART, BY THEIR NEGLIGENT ACTS OR OMISSIONS IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING, COMMUNICATING, OR DELIVERING THE DATA.
4. Indemnification. You shall defend, indemnify and hold Dun & Bradstreet and its affiliates and their successors and assigns, and their respective directors, officers, employees (collectively, the “Indemnified Parties“), harmless from and against all claims, causes of actions, suits, proceedings, judgments, settlements, liabilities, damages, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees and costs) arising out of or relating to your receipt, handling, or use of the Data, or to your breach or alleged breach of any of the provisions of the TOS (each, a “Claim“). The Indemnified Parties shall promptly notify you of all Claims (including any threats thereof), permit you to control the investigation, defense and settlement of all such Claims, and provide you with reasonable cooperation, at your expense, in the defense and/or settlement of such Claims. You shall not settle or agree to any compromise with respect to any Claim on behalf of the Indemnified Parties without the prior written approval of the Indemnified Parties, which shall not be unreasonably withheld or delayed.
5. Copyrights and Other Proprietary Rights. The Data is proprietary to Dun & Bradstreet and comprises: (a) works of original authorship, including compiled information containing Dun & Bradstreet’s selection, arrangement and coordination and expression of such information or pre‑existing material it has created, gathered or assembled; (b) confidential and trade secret information; and (c) information that has been created, developed and maintained by Dun & Bradstreet at great expense of time and money, such that misappropriation or unauthorized use by others for commercial gain would unfairly or irreparably harm Dun & Bradstreet. You shall not commit or permit any act or omission by your agents, employees, or any other third party that would impair the copyright and other proprietary and intellectual rights of Dun & Bradstreet in the Data.
6. Security Measures. You shall implement and maintain security measures with respect to the Data in your possession that effectively restrict access to Data and protect the Data from unauthorized use, alteration, access, publication and distribution. In no event shall such security measures be less restrictive than those you employ to safeguard your most confidential information. You shall supply us with a description of such security measures at our request. In the event of an actual or suspected breach of such security measures, You shall provide us prompt, but in no event later than (2) days after becoming aware, written notice of any security incident that involves, or which the you reasonably believe involves, the unauthorized access, use or disclosure of the Data.
7. Limitation of Liability. YOU AGREE THAT >DUN & BRADSTREET SHALL IN NO EVENT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS) IN RELATION TO THE DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, YOU AGREE THAT THE AGGREGATE LIABILITY OF DUN & BRADSTREET AND ITS THIRD PARTY INFORMATION PROVIDERS, IF ANY, FOR ANY AND ALL LOSSES OR INJURIES TO YOU ARISING OUT OF ANY ACTS OR OMISSIONS BY THEM IN CONNECTION WITH THE DATA, REGARDLESS OF THE CAUSE OF THE LOSS OR INJURY (INCLUDING NEGLIGENCE) AND REGARDLESS OF THE NATURE OF THE LEGAL OR EQUITABLE RIGHT CLAIMED TO HAVE BEEN VIOLATED, SHALL NEVER EXCEED THE AMOUNT OF FEES PAID BY YOU HEREUNDER, AND YOU COVENANT AND PROMISE NOT TO SUE DUN & BRADSTREET OR THE THIRD PARTY INFORMATION PROVIDERS FOR AN AMOUNT GREATER THAN SUCH SUM. ANY CLAIMS SHALL BE BROUGHT WITHIN 12 MONTHS OF THE FIRST OCCURRENCE GIVING RISE TO SUCH CLAIMS, OR SUCH CLAIMS WILL BE FOREVER BARRED.