Dun & Bradstreet

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Product License Agreement (EB0916)

THIS PRODUCT LICENSE AGREEMENT (TOGETHER WITH THE SUPPLEMENTAL TERMS BELOW, THE “AGREEMENT”) GOVERNS YOUR RELATIONSHIP WITH, AND USE OF SERVICES, INFORMATION AND/OR SOFTWARE OFFERED BY, DUN & BRADSTREET, INC. AND ITS SUBSIDIARIES AND AFFILIATES (TOGETHER, “D&B” OR “WE”).  In consideration of the mutual covenants and agreements hereinafter set forth, the sufficiency of which is hereby acknowledged, the parties agree as follows:

Business information services and ancillary services (together, “Services“), Information and Software are licensed by D&B to you provided that you comply with the terms and conditions below.  “You,” “yourself,” “your,” or “Customer” means the individual or organization accepting this Agreement. Where the Customer is an organization, the acceptance of this Agreement by any of the organization’s officers, employees, or agents shall serve to bind the organization to the terms hereof.  “Information” means information D&B collects and compiles on business entities anywhere in the world which may include, but is not limited to, business data, legal or financial data, data about individuals associated with such business, D-U-N-S Numbers®, and ratings on such business entities that D&B uses to provide Services to, and in some case provides to, its customers. “Software” means computer programs, APIs, or applications (including those accessed remotely), documentation and media provided by or on behalf of D&B. Sometimes, the Services, Information, and/or Software combined as part of a particular D&B offering is referred to as a “Product.”   “Website” means any internet website and/or online access channel for use in accessing the Services, Information or Software.

1. License; Restrictions

1.1.     D&B grants to you a non-exclusive, non-transferable license (“License“) to use and display the Information and Software (in object code format only) for business purposes subject to the limitations contained in this Agreement.  Unless otherwise agreed in writing, the Software and Information may be accessed by you only in the United States or Canada to support your U.S. or Canadian business. You shall not share your user ID’s and passwords outside the U.S. or Canada, nor may you share Software and Information with persons located outside the U.S. or Canada.  In addition, the License and pricing for any Product granted to you under any Order (as defined below) applies to you as you and your company exist on the effective date of such Order.  Subsequent changes to the company and company structure via merger or acquisition (including the acquisition of a portfolio) may require modifications to your Product or to the pricing for the Product to reflect such change.  Unless otherwise agreed in writing and except as set forth below, each License is for a term of twelve (12) months from the date you are first provided access to the applicable Software or Information.  D&B retains all ownership rights (including copyrights and other intellectual property rights) in the Information and Software, in any form, and you obtain only such rights as are explicitly granted in this Agreement.

1.2.      Services, Information and Software is Licensed for internal use only by you and your employees with a need to know, as well as employees of those of your affiliates approved by us in writing, and third parties performing services on your behalf (together, “Contractors”) in an environment controlled by you, provided that (i) such Contractors use the Information solely in accordance with this Agreement, and (ii) you remain liable to D&B for any use or disclosure by such Contractors which, if done by you directly, would be a breach of this Agreement. You will not provide or redistribute the Services, Information and/or Software 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 Software or Information to generate any mathematical, 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 Information in legal proceedings.

1.3.      You will not use the Information or Software to engage in any unfair or deceptive practices and will use the Software and Information only in compliance with applicable statutes, laws, by-laws, policy rules, treaties, regulations, orders, ordinances, common law or judgments, in each case, of any authority having the force of law, and all judicial interpretations in respect thereof and, to the extent applicable, the Privacy Principals described below.

1.4      You warrant and undertake that (i) your use of an individual’s Personal Information will be for limited and legitimate purposes as specified in this Agreement or applicable Order; (ii) you will provide the same level of protection to such Personal Information as the Privacy Principles and will notify D&B if you make a determination that you can no longer meet this obligation; and (iii) upon notice, including under (ii), you will take reasonable and appropriate steps to stop processing such Personal Information or remediate unauthorized use.  For purposes of this Section, “Personal Information” shall have the same meaning as Personal Data as in the European Data Protection legislation, and “Privacy Principles” means the principles issued by the U.S. Department of Commerce pursuant to the EU-U.S. Privacy Shield framework, as amended from time to time, and available at https://www.privacyshield.gov/welcome or other subsequent location designated by the U.S. Department of Commerce.  For purposes of clarification, Privacy Principles include, but are not limited to, the principles of notice, choice, accountability for onward transfer, security, data integrity, and purpose limitation, access and recourse, enforcement and liability, as well as any applicable supplemental principles.

1.5 You will not use Information 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.

1.6       Upon expiration or termination of a License with respect to particular Information, or upon receipt of Information that is intended to supersede previously obtained Information you will and will instruct Contractors to immediately delete or destroy all originals and copies of the Information, and upon request, provide D&B with a certification thereof.  Notwithstanding the foregoing, to the extent it is impossible or commercially impractical to delete or destroy any licensed Information at the end of license term, you may retain copies of such Information for regulatory compliance, historical and/or archival purposes only and not for any other continuing use beyond the license term.

1.7       Upon reasonable notice and during regular business hours, you will permit D&B to inspect the locations at, or computer systems on which, Software and Information is used, stored or transmitted so that D&B can verify your compliance with this Agreement.

1.8       You shall not perform or permit bulk/batch loads unless you have received D&B’s prior written approval. D&B reserves the right to limit the volume of inquiries placed at any time.    You shall not tamper with, bypass or alter security features or attempt to do so. D&B reserves the right to monitor your use to ensure compliance with this Agreement. If such monitoring indicates you are not in compliance with this Agreement, D&B reserves the right to take such action as it deems necessary, including, but not limited to, suspension or termination of your account. You acknowledge that such monitoring of use may include determining whether or not the Information is accessed under the account from multiple IP addresses, as well as noting excessive use or users. Systematic access, automatic harvesting or extraction of Information, including the use of “bots” or “spiders,” is prohibited.

1.9       Software “Updates” (i.e., minor enhancements, additions, and substitutions to Software, including corrections and bug fixes) are provided at no additional fee, if made commercially available by D&B.  “Upgrades” (i.e., modifications, additions or substitutions that result in a substantial change, improvement or addition to Software), if made commercially available by D&B, are provided for an additional fee, if applicable.  The determination of whether a matter involves an Update or an Upgrade is within the discretion of D&B.  All Updates and Upgrades made available to you are subject to this Agreement.

1.10       D-U-N-S® Numbers are proprietary to and controlled by D&B.  D&B grants you a non-exclusive, perpetual, limited license to use D-U-N-S Numbers (excluding linkage D-U-N-S Numbers) solely for identification purposes and only for your internal business use.  Where practicable, you will refer to the number as a “D-U-N-S® Number” and state that D-U-N-S is a registered trademark of D&B.

2. Payment; Taxes

2.1       You will pay D&B in accordance with the terms outlined in the electronic order confirmation or other written instrument applicable to your Information and/or Software License (the “Order”). A late payment charge of the lesser of 1½% per month or the highest lawful rate may be applied to any past-due balances until paid. You will pay any applicable taxes relating to this Agreement, other than taxes based on D&B income and franchise – related taxes.

3. Disclaimer of Warranties

3.1       Though D&B uses extensive procedures to keep its database current and to promote data accuracy, you acknowledge that the Information will contain a degree of error.  D&B represents and warrants that all Services will be performed in a professional, workmanlike manner.  You are responsible for determining whether Information supplied by D&B is sufficient for your use and you shall use your own skill and judgment when relying upon the Information.  OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, ALL SERVICES, INFORMATION AND SOFTWARE IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS AND, D&B DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  D&B DOES NOT WARRANT THAT THE SERVICES, INFORMATION AND SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE AND DISCLAIMS ANY WARRANTY OR REPRESENTATION REGARDING AVAILABILITY OF A SERVICE, SOFTWARE AND INFORMATION, SERVICE LEVELS OR PERFORMANCE.  D&B WILL NOT BE LIABLE FOR ANY LOSS OR INJURY ARISING OUT OF, IN WHOLE OR IN PART, D&B’S CONDUCT IN COLLECTING, COMPILING, CREATING OR INTERPRETING INFORMATION.  D&B DISCLAIMS ANY RESPONSIBILITY FOR THE CONTENT AND AVAILABILITY OF ANY THIRD PARTY WEBSITE THAT ARE LINKED TO THE WEBSITE.

3.2       D&B does not guarantee that the Information 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 your use of the Information.

3.3       As to any D&B Services, Information and/or Software which includes “Contact Information” (e.g. names, phone and facsimile numbers, wireless devices, e-mail addresses and physical addresses, and social media handles, usernames or IDs), you acknowledge that such Contact Information may not have been obtained directly from the individual who is the subject of, represented within, or identifiable by the particular piece of Contact Information (“Data Subject”) and the Data Subjects may not have opted-in or otherwise expressly consented to having their information sold for marketing purposes.  D&B shall not be liable for any damages, losses, costs, claims or expenses with respect to any data privacy legal or compliance violation arising out of or related to your or any related parties’ use of Information licensed hereunder.  You will use the Contact Information only in compliance with all applicable local, state, federal and international laws, rules, regulations and requirements, including, but not limited to, those laws and regulations regarding telemarketing, customer solicitation (including fax advertising, wireless advertising and e-mail solicitation), data protection and privacy.  You shall use good faith efforts to communicate to D&B all complaints, inquiries and opt-outs (“Requests“) made by any Data Subject with respect to the Information.  For purposes of clarification, you shall only provide notice to D&B if a Data Subject requests that you identify the original source of the database.  You shall not need to inform D&B of Data Subject requests to be removed from your own marketing campaigns.  D&B reserves the right to substitute and replace the sources for the Contact Information at any time.

4. Copyrights and Other Proprietary Rights

4.1.      Software and Information are proprietary to D&B and may include copyrighted works, trade secrets, or other materials created by D&B at great effort and expense.  You will not disclose, contest the validity or D&B’s ownership of, or impair the value of the Information in any way. You will reproduce D&B’s copyright and proprietary rights legend on all copies.

4.2.      You shall not use any trademark, service mark, or trade name of D&B or any of its affiliated companies without D&B’s prior written consent.

4.3       Each party (“Recipient”) will treat all information provided by the other party (“Discloser”) that Discloser designates in writing to be confidential in the same manner as Recipient treats its own confidential information; provided that (i) Recipient may share such information with its employees and third party service providers, with a need to know and/or in order to fulfill the obligations pursuant to this Agreement (“Representatives”), in furtherance of the provision of Services hereunder, that are subject to confidentiality obligations substantially as restrictive as those set forth in this Section and (ii) Recipient assumes responsibility for such employee’s and third party service provider’s use of such information. Discloser represents and warrants that it has all necessary legal rights, title, consents and authority to disclose such confidential information to Recipient.  Notwithstanding such confidential status or any other provisions of this Agreement, you agree that D&B may, without identifying you as the source of such information, use information collected from your use of our Software or Services or provided by you on yourself and your commercial customers, prospects, distributors and/or suppliers to create, update, merge, analyze, maintain or enhance its database of business records and other information, which business records and other information are used to create, and are included within, the services made commercially available by D&B and its affiliates.  D&B will not transfer, disclose, sell or otherwise distribute such information in the form supplied by you to any third party (other than Representatives) without your consent, unless D&B is required by law to do so. Confidential information shall not include information that (i) is or becomes a part of the public domain through no act or omission of Recipient; (ii) was in Recipient’s lawful possession prior to Discloser’s disclosure to Recipient; (iii) is lawfully disclosed to Recipient by a third-party with the right to disclose such information and without restriction on such disclosure; or (iv) is independently developed by Recipient without use of or reference to the confidential information.  This section shall not apply to the use of Information and Software provided by D&B which is governed by the license terms of this Agreement.  Further, you agree to not disclose the negotiated pricing or terms of this Agreement, or any Order, to any third party.

4.4       You shall implement and maintain security measures with respect to the Software and Information in your possession that effectively restrict access to Software and Information only to authorized users with a need to know, and protect Software and Information 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 D&B with a description of such security measures at D&B’s request. In the event of an actual or suspected breach of such security measures, you shall provide D&B prompt, but in no event later than (2) days after becoming aware, written notice of any security incident that involves, or which you reasonably believe involves, the unauthorized access, use or disclosure of Software or Information.

5. Termination

5.1.      In the event of a material breach by you, D&B may terminate this Agreement or suspend or terminate your access to the applicable Services, Information, or Software without prior notice.

5.2.      The provisions set forth in Sections 1 (excluding 1.1), 2, 3, 4, 5, 6, 7, and 8, as well as any provision of the Supplemental Terms which by their nature would survive the termination of this Agreement, shall survive the termination of this Agreement and shall continue in force in perpetuity.

6. Limitation of Liability

6.1       THE MAXIMUM LIABILITY OF D&B, ANY OF ITS AFFILIATE, AND THE OFFICERS, DIRECTORS, EMPLOYEE, SHAREHOLDERS OR AGENTS OF ANY OF THEM TO YOU OR A THIRD PARTY ARISING OUT OF OR RELATING TO THE SERVICES, INFORMATION, SOFTWARE, OR THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), OR IN CONNECTION WITH THE WEBSITE IN ANY WAY OR IN CONNECTION WITH THE USE, INABILITY TO USE OR THE RESULTS OF USE OF THE WEBSITE, INCLUDING BUT NOT  LIMITED TO LOSS OR DAMAGE DUE TO VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT, SOFTWARE, DATA OR OTHER PROPERTY, WILL NOT EXCEED FIVE THOUSAND DOLLARS ($5,000). ANY CLAIMS WILL BE BROUGHT, IN ACCORDANCE WITH THIS AGREEMENT, WITHIN 12 MONTHS OF THE FIRST OCCURRENCE GIVING RISE TO SUCH CLAIMS, OR SUCH CLAIMS WILL BE FOREVER BARRED. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST D&B ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

6.2       D&B SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Dispute Resolution; Choice of Law

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS RIGHTS THAT YOU MAY OTHERWISE HAVE. IT PROVIDES FOR RESOLUTION OF DISPUTES THROUGH MANDATORY ARBITRATION WITH A FAIR HEARING BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY OR THROUGH A CLASS ACTION OR REPRESENTATIVE PROCEEDING.

7.1       THE ENFORCEABIITY OF THIS AGREEMENT IS GOVERNED BOTH PROCEDURALLY AND SUBSTANTIVELY BY THE FEDERAL ARBITRATION ACT, 9 U.S.C. SECTIONS 1-9 (“FAA”), TO THE MAXIMUM EXTENT PERMITTED BY LAW.  WITH THAT EXCEPTION, THE LAWS OF THE STATE OF NEW JERSEY (WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW PRINCIPLES) GOVERN ALL MATTERS, INCLUDING TORT CLAIMS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITIATON, ITS VALIDITY, INTERPRETATION, CONTSTRUCTION, PERFORMANCE, AND ENFORCEMENT.

(a) Arbitration Terms. You agree that any dispute or claim arising out of or in any way relating to (1) this Agreement, (2) D&B Services, Information and/or Software (including any Information and Software included therewith or embedded therein), (3) maintenance, support or other services that relate in any way to D&B Services, Information and/or Software, (4) the use, operation, licensing, distribution, sale, advertising, promotion, transmission, provision or marketing of D&B Services, Information and/or Software, (5) any transaction that relates in any way to D&B Services, Information and/or Software, (6) any claims, statements, promises, descriptions, representations or warranties made in connection with D&B Services, Information and/or Software or any such transaction, (7) the use or disclosure of information obtained by us in connection with D&B Services, Information and/or Software, (8) or this Agreement (whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory) will be resolved by binding arbitration.  No D&B employee or agent other than a duly authorized representative of Dun & Bradstreet has the authority to vary this Agreement.

(i) Arbitration Procedures. Before commencing arbitration you must first present any claim or dispute to D&B in writing to allow us the opportunity to resolve the dispute. If the claim or dispute is not resolved within 60 days, you may request arbitration by serving a completed Commercial Demand for Arbitration Form on us and the American Arbitration Association (“AAA“). You can contact the AAA at 800-778-7879 or www.adr.org. The arbitration shall be conducted by the AAA in accordance with its Commercial Arbitration Rules, and, when deemed appropriate by the arbitrator, the AAA’s Supplementary Procedures for Consumer-Related Disputes, except as expressly set forth in this Agreement. There shall be one arbitrator who will be a licensed attorney or a former judge and will have at least 10 years of legal experience in the resolution of commercial disputes. The arbitrator shall be chosen by written mutual agreement of the parties. If, after 7 days, you and we are unable to agree upon an arbitrator, the AAA will appoint the arbitrator. The arbitrator shall apply the substantive law of the state of New Jersey, without giving effect to its conflict of law provisions.  All face-to-face proceedings shall take place in the State of New Jersey.

(ii) Award. Arbitration is final and binding. In making any award, the arbitrator will be restricted by the “Limitation of Liability” provision in this Agreement and will not have jurisdiction to make an award to any party to the arbitration contrary to the “Limitation of Liability” provision. You expressly agree that the rulings of the arbitrator, including any award, shall be binding, non-reviewable and non-appealable.

(iii) Confidentiality.  Any arbitration shall be confidential, and neither you nor D&B may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. Any party shall have the right to prevent any actual or threatened breach of this confidentiality provision by temporary, preliminary or permanent injunctive or declaratory relief.

(iv) Costs of Arbitration. The party requesting arbitration must pay the applicable AAA filing fee.  Each party shall pay its own expenses of the arbitration, including the expense of its own counsel, witnesses, and presentation of evidence at the arbitration. If any party files a judicial or administrative action asserting a claim that is subject to arbitration and another party successfully stays such action or compels arbitration, the party filing that action must pay the other party’s costs and expenses incurred in seeking such stay or compelling arbitration, including reasonable attorneys’ fees.

7.2       THE PARTIES EXPRESSLY AGREE THAT THERE SHALL BE NO JURY TRIAL OR RIGHT TO A JURY TRIAL, OR RIGHT TO ANY OTHER PROCEEDING TO RESOLVE ANY DISPUTE IN ANY COURT. THE PARTIES ALSO EXPRESSLY AGREE THAT ANY DISPUTE IS PERSONAL TO THEM, AND ANY SUCH DISPUTE SHALL ONLY BE RESOLVED BY AN INDIVIDUAL ARBITRATION. NEITHER PARTY AGREES TO CLASS ARBITRATION OR ARBITRATION WHERE A PERSON BRINGS A DISPUTE AS A REPRESENTATIVE OF ANY OTHER PERSON OR PERSONS. NEITHER PARTY AGREES THAT A DISPUTE CAN BE BROUGHT AS A CLASS OR REPRESENTATIVE ACTION OUTSIDE OF ARBITRATION, OR ON BEHALF OF ANY OTHER PERSON OR PERSONS. THE PARTIES AGREE THAT A DISPUTE MAY ONLY BE RESOLVED THROUGH AN INDIVIDUAL ARBITRATION AND SHALL NOT BE BROUGHT AS A CLASS ARBITRATION, A CLASS ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING.

7.3       Arbitration shall not apply to any portion of a claim, demand, suit, dispute, action or other proceeding, arising out of, or directly or indirectly relating to: (i) the protection or enforcement of proprietary rights, and/or (ii) confidentiality and security; and such claim, demand, suit, dispute, action or other proceeding is subject to the exclusive jurisdiction and venue of the state and Federal courts of the State of New Jersey.  As to those claims, you will pay all costs and expenses, including reasonable attorneys’ fees, that D&B incurs in any action to enforce your obligations under this Agreement.

8. Miscellaneous

8.1       Third parties that provide Information, Software or services to D&B for use in providing the Services, Information or Software (the “Third Party Partners”) are entitled to the benefits and protections of Sections 3 and 6 to the same extent as D&B.

8.2       In no event shall any terms or conditions included on any form of your purchase order apply to the relationship between D&B and you hereunder, unless such terms are expressly agreed to by the parties in writing.  Any amendments of or waivers relating to this Agreement must be in writing signed by the party, or parties, to be charged therewith.

8.3       This Agreement, any Orders, addenda, statements of work, and schedules constitute the entire agreement between D&B and you regarding the Services, Information and/or Software.  ALL PRIOR AGREEMENTS, BOTH ORAL AND WRITTEN, BETWEEN THE PARTIES ON THE MATTERS CONTAINED IN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY MASTER AGREEMENT,  HOOVER’S SUBSCRIPTION AGREEMENT, OR ORDER PREVIOUSLY EXECUTED BY YOU IN CONNECTION WITH THE PURCHASE OF SERVICES, INFORMATION OR SOFTWARE FROM DUN & BRADSTREET, INC. OR HOOVER’S, INC., ARE EXPRESSLY SUPERSEDED BY THIS AGREEMENT.  WITH RESPECT TO EXISTING ORDERS FOR SERVICES, INFORMATION OR SOFTWARE THAT ARE NOT BEING UPDATED, TRANSITIONED, OR OTHERWISE REPLACED, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE PRICING, GEOGRAPHIC SCOPE, TERM, AND PRODUCT DESCRIPTIONS LISTED ON SUCH ORDERS SHALL REMAIN IN EFFECT (EXCEPT AS MAY BE OTHERWISE DISCLOSED TO YOU IN WRITING BY US), BUT ALL OTHER PROVISIONS OF SUCH ORDERS, INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO RENEWAL AND PRICING UPON RENEWAL, ARE SUPERSEDED BY THE PROVISIONS OF THIS AGREEMENT.

8.4       This Agreement binds and inures to the benefit of the parties and their successors and permitted assigns, except that neither party may assign or otherwise transfer (including by operation of law) this Agreement or any rights granted herein without the prior written consent of the other party; however, D&B may assign the Agreement to any of its affiliated companies or in connection with a merger or consolidation involving D&B (so long as the assignment is to the newly merged or consolidated entity) or the sale of substantially all of D&B’s assets (so long as the assignment is to the acquirer of such assets).

9. Subscription-Based Products; Automatic Renewal

9.1       ALL D&B SERVICES, INFORMATION AND/OR SOFTWARE PURCHASED ON A MONTHLY SUBSCRIPTION BASIS SHALL AUTOMATICALLY RENEW AT THE END OF THE INITIAL MONTH AND YOU WILL BE CHARGED THROUGH THE CURRENT BILLING METHOD YOU HAVE ON FILE, IN OUR DISCRETION, EITHER THE EXISTING MONTHLY SUBSCRIPTION FEE, OUR THEN-CURRENT MONTHLY SUBSCRIPTION FEE, OR SUCH OTHER AMOUNT AS IS LISTED ON THE APPLICABLE ORDER, UNLESS YOU CALL CUSTOMER SERVICE AT 866-584-0283 PRIOR TO THE END OF THE THEN-CURRENT TERM AND CANCEL YOUR SUBSCRIPTION RENEWAL.

9.2      ALL D&B SERVICES, INFORMATION AND/OR SOFTWARE PROVIDED PURSUANT TO AN ANNUAL OR MULTI-YEAR SUBSCRIPTION SHALL AUTOMATICALLY RENEW AT THE END OF EACH TERM FOR EITHER THE SAME DURATION AS THE ORIGINAL TERM OR ON AN ANNUAL, QUARTERLY, OR MONTH-TO-MONTH BASIS, AT OUR SOLE DISCRETION, AT EITHER THE EXISTING RATE, OUR THEN-CURRENT RATES, OR SUCH OTHER AMOUNT AS IS LISTED ON THE APPLICABLE ORDER, AND YOU WILL BE CHARGED THE APPLICABLE SUBSCRIPTION FEE FOR THE ENTIRE RENEWAL PERIOD (OR SUCH OTHER INSTALLMENT IDENTIFIED ON THE APPLICABLE ORDER), THROUGH THE CURRENT BILLING METHOD YOU HAVE ON FILE UNLESS YOU CALL CUSTOMER SERVICE AT 866-584-0283 PRIOR TO THE END OF THE THEN-CURRENT TERM AND CANCEL YOUR SUBSCRIPTION RENEWAL.

9.3       ANY D&B SERVICES, INFORMATION AND/OR SOFTWARE PROVIDED IN CONNECTION WITH A TRIAL OFFER MAY, AT THE END OF THE TRIAL PERIOD, CONVERT INTO A PAID SUBSCRIPTION FOR THE TERM IDENTIFIED IN THE ORDER RELATING TO SUCH TRIAL UNLESS YOU CALL CUSTOMER SERVICE AT 866-584-0283 TO CANCEL PRIOR TO THE END OF THE TRIAL PERIOD, AND THEREAFTER THE PROVISIONS OF SECTIONS 9.1 OR 9.2, AS APPLICABLE, SHALL APPLY TO SUCH SUBSCRIPTION.  IN THE CASE OF TRIAL OFFERS, YOUR CREDIT CARD MAY BE CHARGED $1.00 AT THE COMMENCEMENT OF THE TRIAL.

9.4       To the extent you have, during any subscription term, purchased an “add-on” to the particular D&B Service, you will be charged a pro-rated amount for such add-on for the remainder of the existing subscription term, and the add-on will thereafter be considered a part of the subscription for the base Service.  Upon automatic renewal, your add-on will renew in the same manner as, and for the same duration as, the base Service, and you will be charged the applicable price for the add-on along with the price for the base Service.

9.5       To the extent any Third Party Partner’s product or service (a “Third Party Service”) has been bundled or otherwise included with the D&B Services, Information and/or Software you have purchased, your right to use such Third Party Service will expire on the earlier of (i) the termination of your subscription to the D&B Services, Information and/or Software, or (ii) the expiration or termination of our agreement with the applicable Third Party Partner.  In addition, to the extent we have resold or otherwise provided you with a Third Party Service other than through a bundle, your right to use such Third Party Service is subject to the applicable Third Party Partner’s terms relating to expiration, termination or cancellation.

9.6       As to automatic renewals, D&B will bill you by way of the same method of payment with which you made your initial purchase.  To the extent you purchase any Services, Information, and/or Software using a credit card or in a manner similar to a credit card purchase (collectively a “Credit Card”), you authorize us to retain and/or share your Credit Card information with our Third Party Partners, including credit card and similar payment processors (in all cases in compliance with PCI-DSS and other applicable security standards) in connection with billing activities and in order to facilitate continued billing on subscription Products and/or future purchases.  If the Credit Card used to purchase any Services, Information and/or Software subscription reaches its expiration date or is otherwise not able to be charged, and you do not edit this Credit Card’s information and your account has not otherwise been closed, you authorize us or our Third Party Partners to update your Credit Card information and bill such Credit Card and you will continue to remain responsible for any uncollected amounts.

9.7       If particular Services, Information and/or Software have ceased to be offered by us to the marketplace at large, we reserve the right to either discontinue your subscription and close your account, continue provisioning you with the same Services, Information and/or Software or, if similar or comparable Services, Information and/or Software have been developed and are then being marketed, to then or at any time thereafter provision you with such replacement Services, Information and/or Software at either the existing rate or the then-current price. Where we have elected to continue provisioning the discontinued Services to you, we may charge you additional fees associated with the continued provision of such discontinued Services.  We further reserve the right to change, modify, suspend or discontinue all or any portion of the Website or any of our Services, Information and/or Software, in our sole discretion, at any other time and for any other (or no) reason and, in the case of Services, Information and/or Software, provide you, in our discretion, with (i) Services, Information and/or Software having similar or comparable features and functionality at either the existing rate or then-current price, or, (ii) where no similar or comparable replacement is available, provide you with a pro-rated refund.

9.8       If you choose to cancel subscription-based Services, Information and/or Software prior to the end of its subscription term, we will terminate your access to the Services, Information and/or Software, and depending on the specific Services, Information and/or Software and when you have cancelled your subscription, you may be entitled to a refund.  Please refer to our Refund Policy.  Any refunds will be issued by way of the same method of payment as the original payment.

9.9       Any cancellation or termination of a Service will result in a loss of search and/or usage histories and any customizations you may have made to the Service on the applicable Product dashboard, as well as a discontinuation of any D&B processes you may have initiated prior to cancellation or termination, such as trade reference submissions.  If the subscription for the Service is subsequently restored, you will need to reconfigure the Product dashboard or reinitiate any D&B processes, as applicable.

10. Accounts and Security

10.1     To access and use many of the D&B Services, Information and/or Software, you must access our Website and register with us to open an Account. As part of the registration process, each user will submit his or her email address and select a password. You shall provide us with accurate, complete, and updated Account information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your Account. You agree that you will not (i) select or use the email address of another person with the intent to impersonate that person; (ii) use a name subject to the rights of any other person without authorization; (iii) use an email address that D&B, in its sole discretion, deems inappropriate or offensive; or (iv) breach any representation, warranty or promise made by you in this Agreement regarding your Account.  The terms of our Website Terms of Service are also applicable to your use of our Website and your Account.

10.2     You agree to immediately notify us of any known or suspected unauthorized use(s) of your Account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password. You shall be responsible for maintaining the confidentiality of your password. It is your sole responsibility to protect your password and not share your password with any other people. Accordingly, you understand and agree that you shall be liable for any activity performed by others using the Site, your email address and password. We are not responsible for any loss or damage arising from your failure to maintain the confidentiality of your password.

10.3     We may immediately terminate your Account, or suspend your access to your Account, in our sole discretion and, without notice, for conduct that we believe is: (i) illegal, fraudulent, harassing or abusive; (ii) a violation of this Agreement or any other policies or guidelines posted by D&B; or (iii) harmful to other users, third parties, or the business interests of D&B.  Use of an Account for illegal, fraudulent or abusive purposes may be referred to law enforcement authorities without notice to you. If you file a claim against D&B, or a claim which in any way involves D&B, then we may terminate your Account. Upon termination of your Account by us for any of the above-mentioned reasons, (a) you may not establish a new Account for a period of one year (or such other duration as we may determine in our sole discretion) from the date of termination, (b) we will have no obligation to notify any third parties regarding such termination, and (c) you will be responsible for any damages that may result or arise out of termination of your Account.

10.4     You may only use the Website and/or open an Account if your applicable jurisdiction allows you to accept the terms set forth in this Agreement in accordance with the acceptance procedures adopted by us.

11. Scope of License and Purpose of Use as to Services, Information and Software

11.1     Unless expressly set forth in this Agreement or in an Order, the Services, Information and Software licensed to you hereunder may be used only during the license term, within the permitted geographical territory (as set forth in Section 1.1, elsewhere herein, or on the applicable Order), and for the purposes for which the particular Services, Information, or Software is designed to be used, as set forth in the applicable Product description on our Website or in other materials provided to you concerning the particular Services, Information or Software.

11.2     D&B reserves the right to monitor your use of the Services, Information and Software licensed to you hereunder to ensure compliance with this Agreement. If D&B has reason to believe you are not in compliance with the rights granted under this Agreement, D&B reserves the right to take such action as is deemed necessary, including but not limited to assessing additional charges if applicable or terminating your access to the applicable the Service, Information or Software without providing you with a refund.

12. Information You Provide to D&B

12.1     To the extent you provide any data or information concerning yourself as part of creating or operating an Account or purchasing and using Services, Information or Software (“Submitted Information”), such as address, telephone numbers (including mobile), email addresses, and information such as trade references, you represent and warrant that such Submitted Information is true, correct, and current, and that you have the right to possess and use all such Submitted Information.  With respect to any Submitted Information relating to D&B Services, Information and/or Software, you, not D&B, have sole responsibility for the accuracy, quality, completeness, appropriateness, and intellectual property ownership of, as well as any data protection obligations regarding, all such Submitted Information. By providing Submitted Information to us, you represent and warrant that the Submitted Information is not consumer information and relates to a business, and that such submission is accurate to your best knowledge, not confidential, and not in violation of any laws, rules or regulations, contractual restrictions, or other third party rights. In addition, D&B is not responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of Submitted Information. You hereby grant a non-exclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicenseable, fully paid up and royalty-free right to D&B to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, and use and commercialize, in any way now known or in the future discovered, anything that Submitted Information, without any further consent, notice and/or compensation to you or any third parties.

12.2     To the extent you upload (through a Software interface or otherwise), submit or otherwise provide information to D&B other than Submitted Information which relate to your customers, prospects, or vendors in connection with a D&B Services, Information and/or Software such as DNBi, D&B Credit, D&B Credit Reporter, or Optimizer (the “Customer Data”), you represent and warrant that you have all requisite rights and permissions to do so.  For the avoidance of doubt, trade reference data and other information you provide in connection with your use of any D&B Services, Information and/or Software relating to your own business (including any online business directory) are not included within the definition of Customer Data.  You hereby grant D&B a license to store and use the Customer Data for the purposes of providing the applicable D&B Services, Information and/or Software to you and as described in Section 4.3.  You are obligated to fully indemnify and hold D&B, its licensors and its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with a claim alleging that the provision of the Customer Data to D&B infringes the rights of, or has caused harm to, a third party.

13. Your Consent to be Contacted

13.1     BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU EXPRESSLY AUTHORIZE D&B TO CONTACT YOU IN ANY LAWFUL MANNER, INCLUDING THROUGH THE USE OF AUTOMATIC AND/OR COMPUTERIZED DIALING SYSTEMS AND PRE-RECORDED MESSAGE AND CALL TECHNOLOGIES, AND FOR ANY LAWFUL PURPOSE, INCLUDING, AMONG OTHER THINGS, ACCOUNT SUPPORT OR TO INFORM YOU OF OR PROMOTE OR MARKET D&B PRODUCTS AND THIRD PARTY SERVICES WHICH D&B BELIEVES MAY BE OF INTEREST TO YOU, AND YOU HEREBY UNAMBIGUOUSLY AGREE TO RECEIVE SUCH MAILERS, EMAILS, TEXTS AND TELEPHONE CALLS.

13.2     YOU CONSENT TO BE CONTACTED AT THE ADDRESSES, TELEPHONE NUMBERS (INCLUDING MOBILE OR WIRELESS NUMBERS), AND EMAIL ADDRESSES YOU PROVIDE TO D&B (EITHER VERBALLY OR WRITTEN) AS CONTAINED IN YOUR D&B SERVICES, INFORMATION AND/OR SOFTWARE.  SHOULD YOU HAVE ANY QUESTIONS ABOUT WHICH ADDRESSES, TELEPHONE NUMBERS OR EMAIL ADDRESSES YOU PROVIDED TO D&B FOR THE ABOVE, PLEASE REVIEW YOUR ACCOUNT INFORMATION IN YOUR PRODUCT DASHBOARD OR PLEASE CALL D&B AT 844-839-6862.

13.3     YOUR CONSENT TO THE TERMS OF THIS SECTION IS NOT REQUIRED, DIRECTLY OR INDIRECTLY, AS A CONDITION OF PURCHASING ANY GOODS OR SERVICES, INCLUDING INFORMATION OR SOFTWARE, FROM D&B.  SHOULD YOU WISH TO NOT CONSENT TO BEING CONTACTED FOR EITHER OR BOTH ACCOUNT SUPPORT OR PROMOTIONAL PURPOSES, OR TO REVOKE A CONSENT PREVIOUSLY GIVEN, PLEASE CALL D&B AT 844-839-6862, EMAIL customersupport@dandb.com, OR CLICK https://www.dandb.com/communication-preferences/.

14. Your Representations and Warranties; Indemnification

14.1     In addition to representations and warranties you have made elsewhere in this Agreement, you represent and warrant that (i) you possess the legal right and ability to enter into this Agreement and to comply with its terms and are duly authorized to act for any business on behalf of whom you are acting when interacting with us or as to whom you are providing Submitted Information; and (ii) you will cooperate with and provide all necessary information and resources to assist us in providing the D&B Services, Information and/or Software to you and, where obsolete versions of D&B Services or Software are no longer being supported by us, that you will upgrade your hardware and/or software, at your own expense, in order to maintain compatibility with a supported version of the applicable D&B Services and/or Software.

14.2     In addition to the indemnification obligations set forth elsewhere in this Agreement, you agree to indemnify, defend and hold harmless D&B, its Third Party Partners, and their respective directors, officers, shareholders, employees and agents (collectively, the “Indemnified Parties“), at your expense, against any and all claims, actions, proceedings, and suits and all related liabilities, losses, damages, judgments, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees and other dispute resolution expenses) (“Claim”) incurred by any Indemnified Party arising out of or relating to your (i) violation or breach of any of the terms of this Agreement or any policy or guidelines referenced herein (including your unauthorized use or distribution of the D&B Services, Information and/or Software), (ii) your violation of any law, rule, regulation or rights of others in connection with your use of any D&B Services, Information and/or Software, (iii) your use or disclosure of another person’s personal, financial or credit information or (iv) infringement, violation or misappropriation of any copyright, trade secret, or any other intellectual property rights or the violation of any property or privacy right of any third party through your use of the Submitted Information and Customer Data or the provision thereof to D&B in accordance with the terms of this Agreement.

15. Provision Applicable to Certain California Residents

15.1     Under California Civil Code Section 1789.3, certain residents of California who receive electronic commercial services are entitled to certain information concerning the service and the service provider. If you are unable to receive the information you are seeking, or resolve a complaint you may have regarding the services available through the Website, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite North 112, Sacramento, California 95834, or by telephone at 800-952-5210.

THE PRODUCT OR SERVICE YOU HAVE PURCHASED MAY, IN ADDITION TO THE TERMS OUTLINED ABOVE, BE SUBJECT TO ADDITIONAL PRODUCT- OR SERVICE-SPECIFIC TERMS.  IF THE PARTICULAR PRODUCT OR SERVICE YOU HAVE PURCHASED IS LISTED BELOW, THEN THE APPLICABLE SUPPLEMENTAL TERMS BELOW ARE INCORPORATED BY REFERENCE AND ARE DEEMED A PART OF THIS AGREEMENT.

Supplemental Terms Applicable to Specific Products and Services

The following terms may also apply to the particular Service you have purchased.  To the extent a particular Product offering includes one or more of the Services listed below, the terms listed as being applicable to each component shall be deemed applicable to the overall Product offering.

Third Party Risk Management Services

You may use any Services, Information and Software licensed to you in connection with a third party risk management offering (e.g., subscriptions for DNBi, D&B Credit, D&B Credit Reporter, D&B Business Monitor, etc.) for credit scoring (including online and batch applications), credit evaluation of third parties, and customer accounts receivable and credit facility analytics and management.

All record counts are approximate; the actual number of records may vary based on D&B file dynamics.  All Third Party Risk Management Services are subject to and contingent upon the availability and accessibility of the requested information in D&B records. Additional or overage records will be charged at the cost per record stated in the pricing chart or Order, if any.  To the extent your Order includes any annual allowances, any unused amounts may not be carried over or credited to subsequent contract years.  Your Order may identify a set of “Included Services” and certain usage limits.  To the extent your Order contains such provisions, any use of Included Services in excess of the applicable usage limits during a particular contract year shall be billed to you at the referenced pricing listed in the Order, including applicable band discount, if any. In the case of annual renewals of D&B Credit Reporter, the companies in your portfolio will carry over to the subsequent year, and you will have thirty (30) days from the renewal date to replace all or as many of the companies in your portfolio as desired, free of charge.  In addition to other representations and warranties you are making elsewhere in this Agreement, you warrant that in utilizing our third party risk management suite of offerings, you have and will comply with the Fair Credit Reporting Act (15 U.S.C. § 1681, et seq.), including having a “Permissible Purpose” to obtain a consumer credit report, and federal Equal Credit Opportunity Act, as amended, and their state counterparts.  You are obligated to fully indemnify and hold D&B and the Related Parties harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with a claim, which if true, would constitute a violation by you of the warranties set forth above.  If the Service you have purchased includes the Online Credit Application and/or Decision Maker modules, you are obligated to fully indemnify and hold D&B and the Related Parties harmless from and against any and all damages arising out of or in connection with your collection, compilation and use of the data collected through the Online Credit Application module and/or processed through the Decision Maker module.  To the extent you had uploaded or otherwise provided any Customer Data to D&B in connection with a third party risk management service, upon request by you made within 30 days of the effective date of termination of the Order or this Agreement, D&B will make available to you, for download, a file of Customer Data.  After such 30-day period, D&B shall have no obligation to maintain or provide any Customer Data and may thereafter delete all Customer Data in its systems or otherwise in its possession or under its control.

Credit Advisor Services are sold on an annual subscription basis, with automatic renewal as described earlier in this Agreement.  You have up to 12 months from the date of your purchase of Credit Advisor to pull a copy of a report. The report will be updated on a continuous basis and will display the most-up-to-date information each time you log in throughout the duration of your 12 month term for 1 pack, 5 pack, or 15 pack purchases. Any purchased report(s) not pulled within the 12 months’ time period from the date of purchase will expire and will not roll over into the following 12 month period.

Hoover’s

You may use any Services, Information and Software licensed to you in connection with a Hoover’s subscription in connection with lead generation, mailing lists, segmentation analysis, sales channel management, campaign management, sales force automation and call center management, customer acquisition, and order entry uses.

Notwithstanding any geographical use limitations imposed elsewhere in this Agreement, and unless otherwise provided in an Order, you may access and use the Services, Information and Software licensed to you in connection with a Hoover’s subscription globally to support your global business.

To the extent you had uploaded or otherwise provided any Customer Data to D&B in connection with the Hoover’s service, upon request by you made within 30 days of the effective date of termination of the Order or this Agreement, D&B will make available to you, for download, a file of Customer Data.  After such 30-day period, D&B shall have no obligation to maintain or provide any Customer Data and may thereafter delete all Customer Data in its systems or otherwise in its possession or under its control.

Optimizer for Contacts, CleneProspex, and other D&B NetProspex Solutions

To the extent you have purchased Optimizer for Contacts, CleneProspex, Data Enrich, or other Products from the Dun & Bradstreet NetProspex solution set, either on a stand-alone basis or as part of another Product or Product bundle, records you provide will be imported into your workbench application one-time per 12-month period during the term of your subscription.  For U.S. contact records, you are entitled to 100% replacement records for hard bounce email addresses and incorrect phone numbers discovered within the Information if such replacement requests are reported to D&B within thirty (30) days of delivery of the Information.  As to the Dun & Bradstreet NetProspex suite of products only, support is available from 8am to 6pm EST via telephone (888-826-4877 Ext 2), email (support@netprospex.com), or the web (http://support.netprospex.com).

Optimizer

All record counts are approximate; the actual number of records may vary based on D&B file dynamics.  Additional or overage records will be charged at the cost per record stated in the Order, if any.

Supplier Risk Manager

You may use any Services, Information and Software licensed to you in connection with a Supplier Risk Manager subscription for supply chain analytics, supplier evaluation, supplier normalization/rationalization, monitoring, and management, strategic sourcing, e-procurement catalog, trading partner, and bid management, logistics, materials and inventory management, accounts payable, general ledger analysis, and balance of trade analysis.

You will cooperate with and provide all necessary information and resources to assist D&B in providing the Services to you.  You agree that you will upgrade your hardware and/or software, at your own expense, in order to maintain compatibility with Service modifications which are made from time to time.  You may provide a link to the Information or Software on your Intranet or Internet services (for access by registered or registering vendors), or through other means of internal electronic distribution.  The Supplier Risk Manager Service allows for voluntary Customer-completed surveys within the system; you agree that D&B shall own all rights to any such surveys.

D&B Direct and D&B Direct 2.0

You may use any Services, Information and Software licensed to you in connection with a D&B Direct or D&B Direct 2.0 subscription for the following purposes: (1) supply chain analytics, supplier evaluation, supplier normalization/rationalization, monitoring, and management, strategic sourcing, e-procurement catalog, trading partner, and bid management, logistics, materials and inventory management, accounts payable, general ledger analysis, and balance of trade analysis; (2) credit scoring (including online and batch applications), credit evaluation of third parties, and customer accounts receivable and credit facility analytics and management; and (3) lead generation, mailing lists, segmentation analysis, sales channel management, campaign management, sales force automation and call center management, customer acquisition, and order entry.

D&B shall provide you with the appropriate production user names and passwords (“Production User IDs“) to enable you to access all entitled services as noted in the applicable Order.  A billable transaction is any request made to D&B Direct Services.  D&B reserves the right to limit the volume of inquiries placed at any time.  You also shall not robotically or otherwise automatically harvest Information through any Software.

You will cooperate with and provide all necessary information and resources to assist D&B in providing the Services to you.  You agree that you will upgrade your hardware and/or software, at your own expense, in order to maintain compatibility with Service modifications which are made from time to time.

In the event you license monitoring, you will pay a registration fee for each D&B D-U-N-S® Number registered for each contract year.  After registering a D-U-N-S Number, you may retrieve notifications of changes in certain data elements in the selected data packet for the remainder of the applicable contract year. You may cancel a registration at any time, but will not receive a refund for the registration fee paid.

You shall not use the D&B Direct Service to create or support an application or solution that systematically imports account related data elements into your Salesforce.com solution. “Account related data elements” means those that are provided by the data.com solution but sourced from D&B (currently located on page 2 of the pdf here – http://www.data.com/export/sites/data/common/assets/pdf/DS_Datadotcom_ProductComparison.pdf).

You have access to data at a rate of up to 5 Queries Per Second.

CreditAssist Service

If you have opted to purchase the Credit Assist service, you acknowledge that D&B does not make any guarantees as to whether the information you have provided will in any way alter your business credit file or credit scores.

Concierge Services Generally

You may elect to have specialized personnel act as your agent with regard to the Concierge Services. We do not guarantee the accuracy or results of such assistance, which in all cases is provided “as-is.” D&B and its parents, subsidiaries, affiliates or their respective partners, officers, directors, employees or agents make no representations or warranties, express or implied, with respect to such assistance and the results of the use of such assistance, including but not limited to implied warranty of merchantability and fitness for a particular purpose.  We recommend that you obtain the advice of your accountants and other representatives in connection with the issues necessitating your purchase of the Concierge Services.

To the extent, as to any Concierge Services, you provide us with Customer Data (as defined above) for the purpose of us reaching out or contacting such parties in connection with the particular Concierge Services, you represent and warrant that (i) you have all right, title, and interest in and to all such Customer Data and have the right to provide or share the same with us for such purposes, (ii) you have the requisite right and/or permission to contact, and to cause us to contact, such parties at the telephone numbers and/or email addresses contained in such data set (including for marketing purposes) and that such telephone numbers and/or email addresses are not on any “do not call,” “do not contact,” or similar list, and (iii) by contacting the parties in connection with the applicable Concierge Services, we would not be violating any applicable local, state, federal and, where applicable, international laws, rules, regulations and requirements relating to supplier or customer solicitation and outreach.  Notwithstanding the foregoing warranty, we reserve the right to not contact any particular party in connection with the Concierge Services for any or no reason.

Certain of our Concierge Services leverage third party resources and software.  As to these Services, our ability to perform the Services are necessarily limited by the availability of, and limitations imposed on us by, such Third Party Partners, and as such are provided “as is” and subject to any terms imposed on us by such Third Party Partners.  We make no guarantee or warranty of any kind, whether express or implied, statutory or otherwise with respect to any Services involving Third Party Partners or Third Party Partner software.

In addition, you understand that as to our Credit Concierge suite of Services, any actions our specialized personnel take as to the development, enhancement, and/or documentation of an internal business credit policy or advice provided regarding the same, and any ongoing services (including decisioning, management, or notification services), are all provided “as is” and considered to be based on criteria you selected and based on input and preferences you provided.  As such, you are ultimately responsible for selecting, implementing, and managing a credit policy that you feel is appropriate for your business.  We provide no guaranty or warranty of any sort that implementing a particular credit policy or making a particular decision regarding credit or otherwise— even one that our personnel or Services recommend in connection with our Risk Concierge suite of Services— will yield any particular result.

Hoover’s Concierge; Marketing Concierge

As part of your Hoover’s Concierge Product, you may elect to have specialized personnel provide you with, and/or act as your agent with regard to, certain defined marketing and sales assistance identified in the applicable Order, including but not limited to email delivery services and provision of reports, analytics, guidance or campaign management and campaign services (the “Hoover’s Concierge Services”). Such personnel may provide you with content, information, data, templates, marketing copy, and creatives (the “Material”) which is licensed solely to you for purposes limited to your internal lead generation, mailing lists, segmentation analysis, sales channel management, campaign management, sales force automation and, customer acquisition and order entry, or as otherwise limited in the Order. Further, D&B may make recommendations or suggestions to you concerning the use of one or more third party vendors in connection with specific marketing activity.  D&B does not guarantee the accuracy or results of the Hoover’s Concierge Services and the Materials, including any suggestions or recommendations provided in accordance with the preceding sentence or the choice of third party vendor, which in all cases are provided “as-is.” D&B and its parents, subsidiaries, affiliates or their respective partners, officers, directors, employees or agents make no representations or warranties, express or implied, with respect to the Hoover’s Concierge Services or the Materials and the results of the use of the Hoover’s Concierge Services and Materials, including but not limited to implied warranty of merchantability and fitness for a particular purpose.  We recommend that you obtain the advice of your attorneys and other representatives in connection with the Hoover’s Concierge Services. D&B is not responsible for any services performed for you by any third party.  Depending on the tier of Product you have purchased, D&B may administer the Hoover’s Concierge Services on your behalf and at your direction.  To the extent you have purchased a Hoover’s Concierge Product, the term “Services” as used in this Agreement shall be deemed to include the Hoover’s Concierge Services for all purposes, and the term “Information” as used in this Agreement shall be deemed to include all information furnished by us to you in connection with the Hoover’s Concierge Services for all purposes.  The Hoover’s Concierge Services, or any portion thereof, may be performed by a designee of D&B at the direction of D&B.

You shall have sole responsibility for the accuracy, quality, and intellectual property ownership or right to use any Customer Data you furnish to us in connection with the Hoover’s Concierge Services. The information, data, and marketing content that you provide to D&B to be used in the Hoover’s Concierge Services shall be deemed included within the definition of “Customer Data.”

You represent and warrant that you will (i) have all applicable rights and permissions to furnish the materials described in the preceding paragraph to us for use in connection with the Hoover’s Concierge Services, (ii) comply with any applicable local, state, federal and international laws, rules, regulations, requirements, including, but not limited to those laws and regulations regarding telemarketing, customer solicitation (including fax advertising, wireless advertising and/or email solicitation), data protection and privacy; (iii) use the Hoover’s Concierge Services and Hoover’s Concierge Information for the marketing and promotion of your own business only; (iv) not advertise or promote any goods or services that are illegal or deceptive (for example, emails cannot promote “hot” stocks or securities scams, “get rich quick” or multi-level marketing/pyramid schemes); (v) not advertise or  promote any goods or services that are inappropriate for individuals under 18 years of age, including (for example) pharmaceuticals, alcohol, tobacco, firearms, or sexually-explicit materials; (vi) not send any messages containing content that is in any way deceptive, misleading, libelous, defamatory, offensive, racist, obscene, infringing or illegal under any applicable law; (vii) not sell, distribute, deliver or otherwise provide the Hoover’s Concierge Services or Hoover’s Concierge Services Information to a third party; and (viii) use the Hoover’s Concierge Services, Material, Information and any related content, material, services or information provided by D&B to you, solely in accordance with the terms of this Agreement. D&B is not responsible for your use of the Hoover’s Concierge Services, Material, or Information furnished to in connection with the Hoover’s Concierge Services and does not guarantee the accuracy or results of such which in all cases is provided “as-is.” You are responsible to review and approve all Material prior to use or distribution by you or a designated third party.  D&B reserves the right to decline to undertake any particular campaign or to follow any particular direction you provide concerning the same to the extent D&B determines, in its sole discretion, that doing so would violate any of the provisions of this paragraph.

You represent and warrant that you will comply with the CAN SPAM Act of 2003 (“CAN-SPAM”) including, without limitation, by meeting the following requirements when initiating, or having a third party initiate on your behalf, commercial email messages:

• Header information (i.e. the “From” line) must not be false or misleading.
• Subject line and message content must not be deceptive or misleading
• The sender must process opt-out requests for a minimum of 30 days.

The following items must be included in the body of the email message:

1. Valid physical postal address of the sender (i.e. company initiating the email)
2. Clear and conspicuous identification that the message is an advertisement or solicitation, (i.e. “this is a commercial message”); “ADV” in the subject line is not required.
3. Clear and conspicuous notice of the opportunity to decline to receive further commercial email messages from the sender (i.e. clear opt-out procedures). All requests to not receive future email messages from a sender (i.e. opt-out requests) must be honored within 10 business days from the date the request was made.

You must provide D&B with your complete “Do-Not-Call” and “Unsubscribe” lists prior to each mail or other promotional campaign undertaken by D&B or its designees on your behalf as part of the Hoover’s Concierge Services, and further provide to D&B any additional opt-out requests received by you following the provision of such lists to D&B.

iUpdate and Company Update

If you have opted to use the iUpdate or Company Update Services, you affirm that the information you submit is complete, accurate, and current, and that you are authorized by the selected company to update D&B’s record on such company.  You further acknowledge and agree that we do not make any guarantees as to whether the Submitted Information you have provided will in any way alter your or the company’s credit file or credit scores.  You understand and agree that Submitted Information may be stored and utilized by D&B to create and/or update its database of commercially available business records, which D&B markets and distributes to customers and other third parties worldwide.

D&B Listing Agent™ and Business Information Distribution Services

We offer business information distribution Services both on a stand-alone basis through D&B Listing Agent and as a component of several of our other Services.  Business information distribution Services only cover businesses in and distribution to businesses in our network and only during the term of your business information distribution Services. It may take up to 90 days for the distributed data to reflect on such publishers’ sites. We cannot guarantee that the publishers to which we distribute the data will include the information on their sites or that the data will not revert back to the data displayed on such publishers’ sites prior to your use of the business information distribution Services following the termination or cancellation of such Services.

VERIFIED™ and DUNS Seal

VERIFIED may be used for a period of 12 months following the date of purchase. If you have selected a free VERIFIED Services or purchased a paid VERIFIED Services which includes a VERIFIED seal, certificate and/or sticker (collectively, a “VERIFIED Seal“) you acknowledge and agree that we may perform an annual validation on your business file, and that we may disable and/or discontinue and/or revoke the availability or display of your VERIFIED Seal if we determine, in accordance with our own internal processes and standards, that the subject business is out of business or has provided noncurrent or inaccurate business information. If we determine your business information is not accurate, we will notify you at the email address you provided to us and give you an opportunity to verify or update your business information. If you are unable to provide such verification within the time frame set forth in the notice, then we will disable and/or discontinue and/or revoke the availability of the applicable VERIFIED Seal (if any). Notwithstanding the foregoing, you acknowledge and agree that we have no obligation to monitor or investigate the accuracy of any business information you provide.  If we disable and/or discontinue and/or revoke the availability of the VERIFIED Seal associated with the D&B Services, Information and/or Software you have purchased, we will discontinue billing you for the VERIFIED Seal starting with the next annual billing cycle after the VERIFIED Seal is disabled or discontinued or revoked following completion of any required minimum subscription period. If you choose to cancel your paid VERIFIED Service, and unless you request otherwise, your paid VERIFIED Services will convert into the free VERIFIED Services. Any VERIFIED business information will remain VERIFIED until the end of your License term. All VERIFIED business information must be re-verified on an annual basis.

The Veteran VERIFIED Services has a one year term from your date of purchase. Your Veteran VERIFIED account will remain in pending status until your veteran-business ownership status is verified. Each piece of VERIFIED business information, including veteran-ownership status, must be verified annually and will remain verified until the end of your Veteran VERIFIED Services term.

If you have purchased a DUNS Listed or DUNS Registered Services (a “DUNS Seal“) you acknowledge and agree that we may perform daily validations on your business file, and that we may disable and/or discontinue the availability of your DUNS Seal if we determine, in accordance with its own internal processes and standards, that the subject business is out of business, presents a risk of potential fraudulent activity or has filed for Chapter 7 bankruptcy. In the event of fraud risk or Chapter 7 bankruptcy we will disable and/or discontinue the availability of the applicable DUNS Seal immediately and notify you at the email address you provided upon Services License. If we determine your business is out of business, we will notify you at the email address you provided upon Services License and give you an opportunity to verify that your business is still active. If you are unable to provide such verification within the time frame set forth in such notice, then we will disable and/or discontinue the availability of the applicable DUNS Seal. If we disable and/or discontinue the availability of your DUNS Seal, we will discontinue billing you for the DUNS Seal starting with the next monthly billing cycle after the DUNS Seal is disabled or discontinued.

We grant you, subject to all of the terms and conditions hereof, a revocable, non-exclusive, non-transferable personal license to, reproduce and display the VERIFIED Seal and/or DUNS Seal provided to you by us in accordance with the applicable D&B Products (including, without limitation, display of the seal on your websites, landing pages, blogs and social media properties, in print and broadcast advertising and business directory listings, and on business cards, fax cover sheets, stationery and invoice forms associated with your business and on buildings and vehicles used in connection with your business operations) and any manuals or other documents relating to the above insofar as is necessary for you to utilize the applicable D&B Products. You agree, except as expressly permitted in this Agreement, you will not copy, display, enhance, adapt or modify in any or attempt to do the same to any seal, or any documents or manuals relating to the same, without our prior written consent and will also immediately cease use of the seal at our request.

D&B Credibility Review and Hoover’s Directory Products

If you have selected one of our D&B Credibility Review or Hoovers directory Services, Information and/or Software, you acknowledge and agree that D&B may remove your listing(s) from D&B’s online business directories, including the Credibility Review Directory and the Hoovers Directory (together, the “D&B Credibility Online Directory”) and disable the link in the D&B Credibility Online Directory to your website (the “D&B Link”) if it determines, in accordance with its own internal processes and standards, that the subject business is out of business or has provided noncurrent or inaccurate information about its business. If we determine your information is not accurate, we will notify you at the email address you provided to us and give you an opportunity to verify or update your business information. If you are unable to provide such verification within the time frame set forth in the notice, then we will remove your listing from the D&B Credibility Online Directory and disable the D&B Link. Notwithstanding the foregoing, you acknowledge and agree that we have no obligation to monitor or investigate the accuracy of any business information you provide.  If we remove your listing from D&B Credibility Online Directory and disable the D&B Link, we will discontinue billing for the D&B Credibility Online Directory Services starting with the next billing cycle after the listing is removed and the D&B Link is disabled following completion of any required minimum subscription period.

We grant you, subject to all of the terms and conditions of this Agreement, a revocable, non-exclusive, non-transferable personal license to use, reproduce and display the “D&B Credibility Review Badge” (the “Review Badge”) provided to you by us in accordance with the applicable D&B Service, Information and/or Software (including, without limitation, display of the Review Badge on your websites, landing pages, blogs and social media properties, in print and broadcast advertising and business directory listings, and on business cards, fax cover sheets, stationery and invoice forms associated with your business and on buildings and vehicles used in connection with your business operations) and any manuals or other documents relating to the above insofar as is necessary for you to utilize the applicable D&B Services, Information and/or Software. You agree, except as expressly permitted in this Agreement, you will not copy, display, enhance, adapt or modify in any or attempt to do the same to the Review Badge, or any documents or manuals relating to the same, without our prior written consent and will also immediately cease use of the Review Badge at our request.

Third Party Services

We work with various Third Party Partners, including, without limitation, the third parties listed at the link below, in various collaborative capacities, including, in certain cases, the promotion and/or resale of various Third Party Services.  In addition, on occasion, we may bundle certain Third Party Services with some of our own Services, Information and/or Software for either no additional charge or for an additional charge.  You are not obligated to purchase or, if bundled, use the Third Party Services.  In connection with our collaboration with the Third Party Partners, we may provide your name and certain contact information to the Third Party Partners, and the Third Party Partners may thereafter contact you from time to time regarding the Third Party Services or to offer you other products or services as provided on their respective privacy policies and terms of service. Where applicable, in cases where we resell, bundle, or otherwise offer Third Party Services, either in connection with your purchase of a D&B Services, Information and/or Software or otherwise, your acceptance of these terms and conditions also signifies your agreement to, and acceptance of, the applicable Third Party Partner’s terms of service (including any terms relating to minimum purchase or subscription commitment and automatic renewal). Any Third Party Partner may further condition your use of the applicable Third Party Services upon your express acceptance of and agreement to the Third Party Partner’s terms. All Third Party Services are provided on an “as-is” basis.  We are not responsible for and do not endorse or accept any responsibility for the availability or content of any Third Party Services or any Third Party Partner websites, and make no guarantee or warranty of any kind, whether express or implied, statutory or otherwise with respect to the Third Party Services.  Additionally, with respect to certain Third Party Services (including, by way of example, Microsoft Office 365 products), you may be responsible for ongoing subscription fees.  With respect to any purchase of SmartShoot services provided pursuant to a monthly subscription, you must commit to a minimum of six months of service.  You further agree that if you cancel the SmartShoot services prior to fulfilling the minimum commitment, you will be charged for and agree to pay for the six months of service. All SmartShoot Services purchased on a monthly subscription shall automatically renew at the end of the initial six month term and your credit card will continue to be charged the applicable monthly subscription fee on a month-to-month basis, unless you call customer service prior to the end of the then-current term and cancel your subscription.

CreditAlert, CreditAlert Plus and CreditSignal

CreditAlert, CreditAlert Plus and CreditSignal Services provide weekly or monthly email updates, once your business’ D-U-N-S® Number has been established. If you choose to opt-out of receiving such email updates, then you are opting out of the Services generally. You will not receive a refund, if applicable, if you opt-out, but you may opt back into receiving the applicable notifications anytime during the term of your purchase.  The CreditAlert Plus Services is provided as a bundle with a Third Party Partner’s product and is only active through the earlier of (i) the expiration or termination of your subscription to the Third Party Partner’s product with which it was offered or (ii) the expiration or termination of our agreement with such Third Party Partner. The applicable Third Party Partner’s terms of service agreement can be found here.

Business Advantage or Risk Advisor Subscription Service

If you cancel your Business Advantage or Risk Advisor subscription service after the first 90 days, you will be charged the full retail price for CreditBuilder Services that you have ordered. The full annual coverage of these Services will still be provided.

Annual and Monthly Service for CreditBuilder, and Trade Reference Add-ons

There is a 365-day period (from purchase) during which you may add your trade references to your business credit file. For trade reference “Add-Ons”, there is also a 365-day period (from purchase) in which you may add your trade references to your credit file. Trade Reference “Add-ons” can only be purchased for Concierge Services that have been purchased in conjunction with the CreditBuilder Services.

All trade references must be verified. Unverified trade references do not count toward your allotted amount. Ineligible trade references will also not count toward your allotted amount. Trade references not entered in a prior period may be entered at a later date not to exceed 365 days from purchase date. D&B reserves the right to determine what is considered a valid trade reference at its sole discretion. For example, international trade references will not be considered a valid trade reference by D&B and therefore will not be verified. It is possible that you may purchase a CreditBuilder Services or another Service that allows trade references and be unable to add any of your trade references. As such, all Services that allow trade references to be added are provided to you “as-is” and we specifically disclaim any express or implied warranties or representations related to trade references.  More information about trade references can be found at https://www.dandb.com/glossary/trade-references/.

LeadAdvisor

If you have opted to purchase the LeadAdvisor service, you acknowledge and agree that we do not guarantee the accuracy of the information contained in the leads, or in the accuracy of the Lead Rating Score. The lead information provided by us through the LeadAdvisor service is provided “as-is.” We make no representations or warranties, express or implied, with respect to such information and the results of the use of such information, including but not limited to implied warranty of merchantability and fitness for a particular purpose. For LeadAdvisor purchases, the leads reports are static and will be stored for you to view in Your Account for up to one year from the original purchase date.

DUNSFile™

D-U-N-S® Number delivery will occur 5 business days after purchase. We reserve the right to disapprove issuance of a D-U-N-S Number to any business.

Delivery of a business credit report will occur within 5 business days of the purchase.

Issuance of the report is dependent on the participation and completion of a business verification interview.

Comprehensive Insight Plus Report, and Premier Gold (and legacy Services: BusinessScope, ImageScope, ActivityScope, MonitoringScope, Credit Essentials and Marketing Assistant)

Depending on the D&B Services, Information and/or Software you purchase, you may have up to 12 months from the date of your purchase to pull and/or refresh credit reports on other companies or organizations. For certain D&B Services, Information and/or Software, such as ImageScope, MonitoringScope, BusinesScope and ActivityScope, you will receive an updated copy of your report through an alert summary at the end of each quarter.

Single Business Information Report and Credit eValuator Plus Report Purchases

For single report purchases, the report is static and will be stored for you to view in your Account for up to 6 months from the original purchase date.

Package Business Information Report, Credit eValuator Plus Report and Comprehensive Insight Plus Report

For package report subscription purchases, you have up to 12 months from the purchase date to pull all reports in the package. In addition, a copy of the static report will be stored for you in your Account for up to 6 months from the purchase date of the package.  All reports expire on the date which is 12 months from the original date of purchase regardless of the date in which the report was pulled. Any purchased report(s) not pulled within the 12 months’ time period from the date of purchase will expire and will not roll over into the following 12 month period.

Premier Gold

You have up to 12 months from the date of purchase to let us know which vendor(s) you would like us to send a copy of your credit report to.

Inquiries & Inquiry Rate

Inquiries are the individual product(s) purchased by a D&B customer(s) on a D&B D-U-N-S® Number in a rolling one-year (365-day) time period.  Inquiry Rate means the number of unique D&B customers purchasing a product on a D&B D-U-N-S® Number in a rolling one-year (365-day) period. Although the specific name of the inquiring customer(s) is not available, your product may allow you to see the inquiring customer’s industry.

Specialist, Expert, and Similar Designations

“Specialist,” “expert,” and similar designations and/or certifications are made internally by Dun & Bradstreet and are based on internal training and/or professional experience.