General Terms & Conditions

General Terms & Conditions (10-2021)

1. Definitions 

The definitions for the defined terms used herein are contained below or in the body of these  General Terms & Conditions. 

1.1 “Affiliates” means entities that control, are controlled by, or are under common control with, a party to the Order. 
1.2 “Anti-Corruption Laws” means the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business (and any other applicable anti-corruption legislation, guidelines and industry standards from time-to-time in force in a relevant jurisdiction).
1.3 "Applicable Privacy Legislation” means applicable data protection legislation including implementing legislation, from time-to-time in force in a relevant jurisdiction, relating to the use and processing of Personal Information in that jurisdiction, including, without limitation, European Union Regulation 2016/679 (GDPR) and the CCPA.
1.4 “CCPA” means the California Consumer Privacy Act of 2018, as amended (Cal. Civ. Code §§ 1798.100 to 1798.199), and any related regulations or guidance provided by the California Attorney General.
1.5 “CCPA Requests” has the meaning set forth in the CCPA.
1.6 “Claim” means any third party claim, demand, suit or proceeding. 
1.7 “Confidential Information” means information provided by Discloser to the Recipient that Discloser designates in writing to be confidential, or information that the Recipient ought to reasonably know is confidential. 
1.8 “Contact Information” means professional information D&B collects and compiles relating to a person in the context of business which may include but is not limited to names, titles, business phone, e-mail addresses and physical addresses.
1.9 “Contractor” means third parties provided with Information or accessing the Services solely to support Customer. 
1.10 “Customer Controlled Environment” means a computer network (including those accessed via VPN), facility or location that is owned, used or leased by Customer or under Customer’s operational control.
1.11 “D&B Americas” means any entity within the D&B Group which is domiciled in the United States or Canada.
1.12 “D&B Data Processing Agreement” means the agreement retained at www.dnb.co.uk/dpa as updated from time to time as required of D&B by Applicable Privacy Legislation.
1.13 “D&B” means the D&B entity named on the Order.
1.14 “D&B Europe” means any entity within the D&B Group which is domiciled in any state within the European Economic Area (as identified by the Order on the European Economic Area).
1.15 “D&B Group” means Dun & Bradstreet Holdings, Inc. and each of its affiliates and subsidiaries from time to time.
1.16 “D&B UK&I” means any entity within the D&B Group which is domiciled in the United Kingdom or Ireland.
1.17 “Data Subject” means an identified or identifiable natural person.   
1.18 “Discloser” means the party disclosing Confidential Information.
1.19 “Documentation” means any manuals, instructions or other documents or materials that D&B provides or makes available to Customer in any form or medium and which describe the functionality, components, features or requirements of the Services, including any aspect of the installation, configuration, integration, operation, use, support or maintenance thereof. 
1.20 “Information” means information D&B collects and compiles on business entities anywhere in the world which may include, but is not limited to, business information, legal or financial data, Contact Information, D-U-N-S® Numbers, and ratings on such business entities.
1.21 “Insolvency Event” means: (i) if a party convenes a meeting of its creditors, make a voluntary arrangement or proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors; (ii) if a party shall be unable to pay its debts; (iii) if a trustee receiver, administrative receiver or similar officer is appointed in respect of all or any material part of the business or assets of a party; and/or (iv) if a meeting is convened for the purpose of considering a resolution, or other steps are taken for the winding up of any party (otherwise than for the purpose of an amalgamation or reconstruction) or for the making of an administration order or other appointment of an administrator in respect of a party, or any such order or appointment is made or effective resolution is passed to wind up a party.
1.22 “Intellectual Property Rights” means: (i) rights in, and in relation to, any patents, designs, design rights, trademarks, trade and business names (including all goodwill associated therewith), copyright, moral rights, trade secrets, database rights, domain names, topography rights and utility models, and including the benefit of all registrations of, applications to register and the right to apply for registration of any of the foregoing items and all rights in the nature of any of the foregoing items, each for their full term (including any extensions or renewals thereof) and wherever in the world enforceable; and (ii) all other intellectual property rights and forms of protection of a similar nature or having equivalent or similar effect and which may subsist anywhere in the world.
1.23 “License”  means  a non-exclusive, non-sublicensable, non-transferable, limited license.
1.24 “Losses” means all losses, costs and damages, including reasonable counsel fees.
1.25 “Non-Operational” means not used to support the on-going operations of Customer such that Information is not susceptible to use as a substitute for the Services licensed by D&B. 
1.26 “Order” means the ordering document for Services between D&B and Customer which may include particular Service-specific terms and conditions which has been accepted by D&B in accordance with the terms of these  l General Terms & Conditions.
1.27 “Personal Data” or “Personal Information” shall have the same meaning as defined under Applicable Privacy Legislation. 
1.28 “Privacy Notice” means D&B’s privacy notice located at https://www.dnb.com/en-us/why-dnb/data-transparency.html.
1.29 “Recipient” means the party receiving Confidential Information.
1.30 “Representatives” means employees and vendors of the Recipient as further described in the Confidentiality Section of these General Terms & Conditions.
1.31 “Services” means Information, Software, and other products and services, specified in the Order.  
1.32 “Software” means computer programs or applications (including those accessed remotely), documentation, and media supplied to Customer from time to time by D&B pursuant to the Order.
1.33 “Territories” means those countries or regions identified as such in the Order.
1.34 “Third Party Providers” means third parties that provide data, Software or services to D&B for use in providing the Services to D&B customers.
1.35 “Unauthorized Code” means any virus, trojan horse, worm, or any other software routines or hardware components designed to permit unauthorized access to disable, erase, or otherwise harm software, hardware, or data.

2. Scope of General Terms & Conditions 

2.1 D&B shall, subject to the Order, make available to Customer the Services identified in the Order. Where there is a conflict between the terms of the Order and these General Terms & Conditions, the terms of the Order shall control with respect to the Services set forth in such Order and solely to the extent of the conflict. The D&B Services licensed under the Order are subject to D&B’s Global Product and Data Lifecycle Policy, as set forth at https://www.dnb.com/en-us/utilities/product-lifecycle-policy.html. Any agreement for Services between Customer and D&B that reference a master agreement shall also be governed by these General Terms & Conditions as a master agreement to the extent no other master agreement has been signed by the parties.

3. Licenses 

3.1 License Grant. D&B grants to Customer a License to use and display the Information and Software (in object code format only) constituting the Services specified in the Order, in the Territories and at the locations specified in the Order. Customer shall not set up or share any user IDs, passwords or Information with persons located outside the Territories.  All rights not expressly granted hereunder are reserved to D&B.
3.2 Term. Each License is for a term specified in the Order (“Initial Term’).  The Initial Term and any renewal period for the Order or License constitute "the Term" for such Order or License.  
3.3 In the event the Order allows for Customer to make Services available to its Affiliates, Affiliates are bound by the same terms and conditions as Customer under the Order and Customer is responsible and liable for the Affiliates’ acts and/or omissions which if done by Customer itself would be a breach of the Order.
3.4 Beta Products. From time to time D&B may invite Customer to try, at no charge, products or services that are not generally available to D&B’s customers (“Beta Products”). Customer may accept or decline any such trial in its sole discretion. Any Beta Products will be designated as beta, pilot, limited release, developer preview, or non-production. Customer may not use the Beta Products for any purpose other than to evaluate the viability of the Beta Product concept and provide feedback to D&B to support a commercial release.  The Beta Product is not supported and may contain bugs or errors. D&B may discontinue the Beta Product at any time in its sole discretion.  
3.5 Sample Data. Upon Customer’s request and at D&B’s discretion, D&B may provide a limited amount of Information to Customer for a period of thirty (30) days for evaluation purposes only and not for any commercial or production purposes (“Sample Data”).  Sample Data will be designated as sample data or proof of concept data. Sample Data is provided without warranty of any kind.

4. Terms of Use 

4.1 Services are licensed for internal use only by Customer's employees with a need to know for the purpose identified in the Order. Customer will not provide Services to third parties, whether directly in any media or indirectly through incorporation in a database, marketing list, report or otherwise, or use or permit the use of Information 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 produce Information in legal proceedings, unless required by law.  Where Customer receives a subpoena, summons, warrant or governmental order requiring it to produce any Information in legal proceedings, Customer shall (where permitted and practicable) (i) promptly notify D&B with details of the requirement and the Information it intends to produce, and (ii) take all reasonable steps (a) to minimise the Information produced and (b) to obtain written confidentiality undertakings in its favour with respect to any Information produced.
4.2 Contractors. Notwithstanding the foregoing, Customer may allow Contractors to access and use the Services on behalf of Customer, provided that such Contractors use the Services in accordance with the Order.  However, Customer must have written approval of D&B prior to providing access to a Contractor for use outside of a Customer Controlled Environment. Customer is liable to D&B for any use or disclosure by any Contractor of Services not for the benefit of  Customer or, which, if done by Customer itself, would be a breach of the Order. 
4.3 Customer will not attempt to reverse engineer any Services or access, use, modify, copy, or derive the source code of, any Software. 
4.4 Customer will not systematically access or extract (or “scrape”) Information from the Software (outside of the features available within the Software for exporting Information), including by the use of any engine, software, agent, spider, bot, or other device or mechanism.
4.5 Customer will not use Information (i) as a factor in establishing an individual’s eligibility for credit or insurance to be used primarily for personal, family, household or employment purposes; or (ii) in any manner that would cause such Information to be construed as, a “Consumer Report” as defined in the U.S. Fair Credit Reporting Act or that would subject such Information or D&B to comparable consumer credit laws in other jurisdictions.  In addition, Customer will not use any Service to engage in any unfair or deceptive practices and will use the Services only in compliance with all applicable local, state, federal and international laws, rules, regulations or requirements, including, but not limited to, Applicable Privacy Legislation, laws and regulations relating to economic and trade sanctions, and laws and regulations regarding telemarketing, customer solicitation (including fax advertising, wireless advertising, cell phone telemarketing, internet and mobile advertising, and/or e-mail solicitation), data protection and privacy. Services must be used for a lawful purpose and may not be used to endanger the state security, public interests, or legitimate interests of citizens or organizations of any country.
4.6 If applicable based on Customer’s use of third party consumer credit reports within a Service, Customer will use such third party consumer data solely in compliance with applicable law, including, but not limited to, the Fair Credit Reporting Act (including having a "Permissible Purpose" to obtain a consumer credit report), the federal Equal Credit Opportunity Act, as amended, and their state and international counterparts.
4.7 Obligation to Delete. Upon expiration or termination of a License with respect to a particular Service, or upon receipt of a Service that is intended to supersede previously obtained Service(s), Customer will promptly delete or destroy all originals and copies of the Information and/or Software, as applicable, including all Information or Software provided to Contractors as permitted by Contractors Section hereof; and upon request, provide D&B with a certification thereof.   Notwithstanding the foregoing, Customer is granted a perpetual, limited, non-transferable and non-assignable license to retain copies of such Information in the form of hard copies or in Non-Operational systems, made in the normal course of business, solely for historical and/or archival (meaning disaster recovery, compliance, and as evidence of Customer’s prior use of Information for regulatory compliance) purposes and not for any other continuing use (“Retained Information”). Customer is prohibited from using such Retained Information for any commercial purposes or as a substitute for the Services licensed by D&B. The obligation to cease using and delete Information shall not apply to names, addresses (street, city, state, and zip code), phone numbers, fax numbers, and email addresses to the extent the subject to whom the Information relates has (x) become a customer or supplier of Customer, or (y) engaged with Customer to become a customer or supplier of Customer.  
4.8 D&B may, at its own expense, appoint a reputable third party to audit Customer’s records and applicable computer systems, no more frequently than once a year, provided that such audits are conducted with reasonable notice (of not less than 10 working days), during Customer’s normal working hours, and in such a way as not to interfere unduly with the operation of Customer’s business; or if requested by D&B, an officer of Customer will certify that it is in compliance with the Order.  D&B agrees to treat all information obtained in the course of any such audit as confidential; and that such information shall not be used for any purpose except to verify compliance with the Order.  If required by Customer, D&B will enter into a confidentiality agreement (in a form reasonably acceptable to D&B) in respect of any information that its representative may incidentally acquire while carrying out an inspection.

5. D-U-N-S Numbers

5.1 D‑U‑N‑S^® Numbers are proprietary to and controlled by D&B.  D&B grants Customer 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 Customer's internal business use.  Where practicable, Customer 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.

6. Payment 

6.1 Customer will pay D&B in accordance with the Order, or if not stipulated in the Order, within thirty (30) days of the relevant invoice date.  
6.2 The fees do not include, and Customer will pay any applicable taxes relating to the Order (together with any applicable VAT), other than taxes based on D&B income and franchise-related taxes.
6.3 A late payment charge of 1.5% per month may be applied, or if applicable in accordance with Directive 2011/7/EU (Late Payments), to any outstanding and undisputed fees due from Customer to D&B until paid. Without prejudice to any other rights or remedies of D&B under the Order or at law, if any fees remain unpaid (i) for more than fifteen (15) days beyond their due date D&B may upon giving Customer not less than forty-eight (48) hours’ notice (email is permitted) suspend access to, and/or use of, the Services to which the outstanding fees relate until paid, and/or (ii) for more than thirty (30) days beyond their due date: (a) D&B may (if applicable) cancel a relevant installment payment plan without prior notice whereupon all fees due shall become immediately payable in full; and/or (b) D&B may upon giving Customer not less than forty-eight (48) hours’ written notice cancel the Order to which the outstanding fees relate.

7. Warranties and Disclaimers 

7.1 D&B and Customer each represent and warrant that: (i) it has the right to enter into the Order; (ii) it has all necessary legal rights, title, consents and authority to disclose information (including Confidential Information and Personal Information) to the other in accordance with the Order; (iii) in using and making available (as appropriate) the Services, it will comply with all applicable laws, regulations and directives.
7.2 D&B represents that (i) the Information has been collected and compiled in accordance with applicable local, state, federal and international laws, rules or regulations; and (ii) to D&B's knowledge, the Information and Software, when used in accordance with the Order, do not violate any existing third party Intellectual Property Rights in the Territories, as at the effective date of the Order.
7.3 D&B represents and warrants that all Services will be performed with commercially reasonable care and skill by qualified individuals.
7.4 D&B represents and warrants that it has taken commercially reasonable efforts (i.e., scanning with current versions of antivirus software) to determine that the Software provided hereunder does not contain or will not contain any Unauthorized Code. In the event D&B discovers or is notified of any such Unauthorized Code in the Software, D&B shall promptly remove such Unauthorized Code in the Software.
7.5 D&B represents and warrants that the Software will perform all material functions and features as set forth in the Documentation.
7.6 EVERY BUSINESS DECISION, TO SOME DEGREE, REPRESENTS AN ASSUMPTION OF RISK AND THAT D&B IN FURNISHING INFORMATION DOES NOT ASSUME CUSTOMER'S RISK. D&B IS ONE TOOL IN CUSTOMER’S DECISION-MAKING PROCESSES. THEREFORE, ALL SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. THOUGH D&B USES EXTENSIVE PROCEDURES TO KEEP ITS DATABASE CURRENT AND TO PROMOTE DATA ACCURACY, OTHER THAN AS EXPLICITLY STATED IN THE ORDER, D&B AND ITS THIRD PARTY PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, COMPLETENESS, CURRENTNESS, SATISFACTORY QUALITY, CONFORMITY WITH DESCRIPTION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  D&B DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE AND DISCLAIMS ANY WARRANTY OR REPRESENTATION REGARDING AVAILABILITY OF A SERVICE, SERVICE LEVELS OR PERFORMANCE. 
7.7 The foregoing warranties do not apply to the extent Customer modifies the Information or Software in any way, or combines the Information or Software with material not supplied by D&B.

8. Protection of Proprietary Rights 

8.1 The Information and Software are proprietary to D&B and may include copyrighted works, trade secrets, patented or patentable inventions, databases or other materials created by D&B at great effort and expense. Customer will not contest  the validity of, or D&B’s Intellectual Property Rights in or ownership of, the Information or Software in any way. Customer will not remove D&B's copyright and proprietary rights legend from any Information and Software which are so marked when received.   
8.2 Neither party will use the trade names, trade marks or service marks of the other party in any news release, publicity,  advertising, or endorsement without the prior written approval of the other party.  
8.3 Confidentiality. The Recipient will treat all Confidential Information in the same manner as Recipient treats its own Confidential Information of a similar nature provided that: i) Recipient may share such information with its Representatives, with a need to know and/or in order to fulfill the obligations pursuant to the Order, 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 Representative’s use of such information. Neither party shall disclose the negotiated pricing or terms of the Order , to any third party. Confidential Information shall not include (a) Information and Services licensed pursuant to the Order; or (b) 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.
8.4 Each party shall implement and maintain security measures with respect to the Confidential Information, D&B Information and Software in its possession that effectively restrict access only to employees and Contractors with a need to know for the purpose identified in the Order, and protect such Confidential Information, Information and Software from unauthorized use, alteration, access, publication and distribution. D&B will comply with the security principles and controls located at https://www.dnb.com/en-us/utilities/our-security.html. In no event shall either party’s security measures be less restrictive than those each party employs to safeguard its confidential information of a similar nature. Upon expiration or termination of the Order, the Recipient will delete the applicable Confidential Information upon request or, absent such a request, in accordance with Recipient’s records management policy.

9. Termination 

9.1 In the event of material breach of Section 4 (Terms of Use) or  Section 8 (Protection of Proprietary Rights) of these General Terms & Conditions, the non-breaching party may immediately terminate the Order without prior notice; or D&B may, with notice, suspend Customer’s access to the Services subject to such breach if necessary to prevent any ongoing impairment of D&B’s intellectual property rights. In the event of material breach of any other part of the Order by Customer or D&B, the non-breaching party may terminate the Order if such breach is not cured within thirty (30) days of written notice of breach. 
9.2 Survival.  The provisions set forth in the following named Sections will survive the termination of the Order: Terms of Use, D-U-N-S® Numbers, Warrants and Disclaimers, Protection of Proprietary Rights, Survival, Limitation of Liability; Indemnification, and Choice of Law; Disputes.
9.3   Either party may terminate the Order immediately by notice in writing if the other party suffers an Insolvency Event.

10. Limitation of Liability; Exclusions; Indemnification 

10.1 EACH PARTY’S LIABILITY TO THE OTHER PARTY FOR DEATH OR PERSONAL INJURY RESULTING FROM ITS OWN OR THAT OF ITS EMPLOYEES', AGENTS’ OR SUBCONTRACTORS’ NEGLIGENCE, OR FOR FRAUDULENT MISREPRESENTATION, SHALL NOT BE LIMITED.
10.2 NEITHER PARTY NOR D&B’S THIRD PARTY PROVIDERS WILL BE LIABLE FOR ANY LOST PROFITS, LOST DATA, LOST REVENUES, OR LOSS OF BUSINESS OPPORTUNITY, OR FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER OR NOT THE OTHER PARTY WAS AWARE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF THESE DAMAGES.
10.3 Subject to the foregoing:

10.3.1 Nothing in these General Terms & Conditons  or the Order will operate to exclude or limit a party’s indemnity obligations, or a party’s liability for breach of Section 7.1 or 7.2 (Compliance warranties), 8.3 (Confidentiality), or for Customer’s unauthorized use, disclosure, or distribution of Services.
10.3.2 EACH PARTY’S AND D&B’S THIRD PARTY PROVIDERS’ AGGREGATE LIABILITY WITH RESPECT TO THE ORDER WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE (INCLUDING IN EACH CASE NEGLIGENCE), WILL NOT EXCEED THE TOTAL AMOUNT PAID AND PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH LOSS, DAMAGE, INJURY, COST OR EXPENSE OCCURRED.   

10.4 Indemnification.  

10.4.1 D&B shall defend or settle at its expense any Claim arising from or alleging infringement of any applicable copyrights, patents, trademarks, or other intellectual property rights of any third party by the Services furnished under the Order(but not to the extent Customer modifies the Services in any way or combines the Services with material from third parties and such modification or combination is the cause of the infringement).  In addition, if any Service (or part thereof) becomes, or is likely to become, the subject of any Claim alleging infringement of any intellectual property right, D&B, at its own expense shall take one of the following actions: (i) secure for Customer the right to continue using the Service; (ii) replace or modify the Service to make it non-infringing; provided, however, that such modification or replacement shall not degrade the operation or performance of the Service, or (iii) terminate the Order as to the infringing Service and issue a pro-rata refund of fees for the infringing Service.
10.4.2 Each party shall defend or settle at its expense any Claim arising from or alleging breach of applicable law with respect to its provision or use of the Services, as applicable. 
10.4.3 The indemnifying party shall indemnify and hold the indemnified party harmless from and pay any and all Losses attributable to such Claim.  The indemnified party shall give the indemnifying party prompt notice of any Claim and shall use reasonable efforts to mitigate any Losses. The indemnifying party shall have the right to control the defense of any such Claim, including appeals, negotiations and any settlement or compromise thereof, provided that (i) if the indemnified party is Customer, Customer shall have the right to approve the terms of any settlement or compromise that adversely impact Customer’s use of the Services, such approval not to be unreasonably withheld; and (ii) if the indemnified party is D&B, D&B shall have the right to approve the terms of any settlement or compromise, such approval not to be unreasonably withheld. The indemnified party  shall provide all reasonable cooperation in the defense of any Claim. This section provides Customer’s exclusive remedy for any infringement Claims or damages.

11. Choice of Law; Disputes 

11.1 Where the D&B contracting entity is a member of D&B Americas, these General Terms & Conditions and the Order (and any contractual and non-contractual obligations relating to or arising out of them) shall be governed by and construed in accordance with the laws of the State of New Jersey (without giving effect to its conflicts of law principles), and both parties agree to submit to the exclusive jurisdiction of the state or federal courts located in Newark, New Jersey.
11.2 Where the D&B contracting entity is a member of D&B UK&I or D&B Europe, these General Terms  & Conditions and the Order (and any contractual and non-contractual obligations relating to or arising out of them) shall be governed by and construed in accordance with the laws of England and both parties agree to submit to the exclusive jurisdiction of the English courts.
11.3 CUSTOMER MAY BRING CLAIMS AGAINST D&B ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF   OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.   

12. Privacy Terms

12.1 Compliance. To the extent that Customer transfers to D&B, under the Order, Personal Information subject to Applicable Privacy Legislation, D&B will process such Personal Information in accordance with (i) the D&B Data Processing Agreement, which is hereby incorporated into these General Terms and Conditions.  Where applicable and only to the extent that Customer licenses Personal Information from D&B subject to Applicable Privacy Legislation, Customer and D&B hereby enter into the Controller-to-Controller Standard Contractual Clauses included within the D&B Data Processing Agreement, as the basis for the onward transfer of such Personal Information from D&B to Customer, and Customer confirms that it has the technical and organizational measures to comply with such Standard Contractual Clauses in accordance with the attestation set forth in Exhibit A hereto.  
12.2 Contact Information has not been obtained directly from Data Subjects and Data Subjects have not opted in or otherwise expressly consented to receiving direct marketing, nor has D&B scrubbed Contact Information against wireless suppression lists, Do-Not-Call lists or other opt out lists (other than its own). Customer should check all applicable marketing, data protection, and privacy laws, rules, regulations and requirements prior to direct marketing and shall be responsible for compliance with such laws in connection with Customer’s use of the Information. Contact Information may only be used for the purpose of communicating or facilitating communication with an individual in relation to their employment, business or profession. It is Customer’s responsibility to observe any indicators D&B provides to Customer indicating the Data Subject has expressly objected to receiving direct marketing (as well as their own and any applicable opt out lists) prior to any direct marketing. Opt-out provisions and/or opt-out links in Customer’s marketing and sales materials shall not pertain to opting out of D&B’s marketing lists and/or databases. If Customer uses Contact Information in a manner that violates the foregoing requirements, D&B shall not be liable for any damages, losses, costs, claims or expenses arising therefrom. 
12.3 Customer will not provide D&B any sensitive personally identifiable information such as Social Security number, driver’s license number, passport number or other government issued identification, account number, credit or debit card number (other than Customer’s own card for payment purposes, if applicable), or personal identification number, login, or password that would permit access to the person’s account, or any special categories of personal data such as racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, genetic or biometric data for the purpose of uniquely identifying a natural person, personal health information, data concerning a natural person’s sex life or sexual orientation, data relating to criminal convictions and offences, or such other special categories defined as such by Applicable Privacy Legislation. 
12.4 CCPA.  D&B certifies that D&B will comply with its obligations under the CCPA. D&B’s Privacy Notice may be used as documentation of D&B’s compliance with CCPA notice obligations. D&B will honor any CCPA Requests passed on by Customer, where required to comply by the CCPA and CCPA regulations issued by the California Attorney General. To the extent that Customer provides to D&B Personal Information subject to the CCPA, unless otherwise disclosed in writing and consented to by Customer, D&B will not sell such Personal Information provided by Customer. D&B will process, retain, use, disseminate, disclose, make available, transfer, or otherwise communicate orally, in writing, or by electronic or other means, such Personal Information only on behalf of Customer and only as necessary to fulfill the business purpose under the Order.  If applicable based on Customer’s licensing of Personal Information subject to the CCPA, Customer warrants that Customer will honor any CCPA Opt-out requests passed on by D&B.  To receive or submit CCPA Requests, Customer will register at https://support.dnb.com/?prod=CCPARequests. 

13. Miscellaneous 

13.1 The Order constitutes the entire agreement between D&B and Customer regarding the Services.   Any amendments of or waivers relating to the Order must be in writing signed by the party, or parties, to be charged therewith, provided that in no event shall any terms or conditions included on any form of Customer purchase order apply to the relationship between D&B and Customer hereunder.
13.2 The Order binds and inures to the benefit of the parties and their successors and permitted assigns, except that neither party may assign the Order without the prior written consent of the other party; however, either party may assign the Order to any of its affiliated companies or in connection with a merger or consolidation (so long as the assignment is to the newly merged or consolidated entity) or the sale of substantially all of its assets (so long as the assignment is to the acquirer of such assets). Notwithstanding the foregoing, an assignment to a competitor of the non-assigning party will allow the non-assigning party to terminate the Order within sixty (60) days.
13.3  If any provision of these General Terms & Conditions or the Order shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of these General Terms & Conditons or the Order and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision that achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.
13.4 The failure to exercise, or delay in exercising, a right, power or remedy provided by these General Terms & Conditions, or the Order or at law shall not constitute a waiver of that right, power or remedy. If a party waives a breach of any provision of these General Terms & Conditions or the Order this shall not operate as a waiver of any subsequent breach. All rights and remedies expressly granted in these General Terms & Conditions or the Order are cumulative and do not affect any other rights or remedies which either party may otherwise have at law. 
13.5  D&B shall not be liable for any delay in performing, or failure to perform, any of its obligations under these General Terms & Conditons  or the Order if such delay or failure result from events, circumstances or causes beyond its reasonable control, and in such circumstances D&B shall be entitled to a reasonable extension of the time for performing such obligations, provided that, if the period of delay or non-performance continues for thirty (30) consecutive days, Customer may cancel the affected Order by giving not less than thirty (30) days written notice to D&B.
13.6 Save as permitted by Section 13.7 below, any notice, demand or other communication to be served on a party shall be in writing and may only be served by sending it by pre-paid recorded delivery, registered post or by delivering it personally to, in the case of D&B, the address specified in the most recent invoice to Customer, and in the case of Customer, the address specified in the last Order placed with D&B (or such other address as a party shall have previously notified the other in writing or an applicable Order) and shall be deemed duly served two (2) business days (Monday to Friday only, excluding public holidays in the applicable jurisdiction) after posting. Any notice addressed to D&B must be clearly marked “For the attention of: The Legal Department”. In proving service of the same it shall be sufficient to prove that such notice was correctly addressed and delivered to that address or into the custody of the postal authorities as a pre-paid recorded delivery or registered post letter. 
13.7  Email may be used for routine communication and where otherwise expressly permitted in these General Terms & Conditons  or the Order, provided that such emails are sent between an authorized valid corporate email account of each party as notified by the parties to one another from time to time. For the avoidance of doubt, e-mail notices shall not amount to notice in writing or a written instrument for the purposes of Section 13.6.
13.8  Except as provided herein, a person who is not a party to the Order has no right under the Order  or at law to rely upon or enforce any term of the Order.
13.9  If paying by credit card, or in a manner similar to a credit card, the credit card terms set forth at the following URL apply to this Order: https://www.dnb.com/en-us/utilities/credit-card-payment-terms.html

14. E-Commerce

The following additional set of terms apply to E-Commerce Customers: 

A. Subscription-Based Products; Automatic Renewal: 
14.1 UNLESS OTHERWISE STATED IN THE PRODUCT DESCRIPTION OR YOUR ELECTRONIC ORDER CONFIRMATION, D&B SERVICES 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.
14.2 UNLESS OTHERWISE STATED IN THE PRODUCT DESCRIPTION OR YOUR ELECTRONIC ORDER CONFIRMATION, D&B SERVICES 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.
14.3 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.
14.4 To the extent any Third Party Provider’s product or service (a “Third Party Service”) has been bundled or otherwise included with the D&B Services 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 or (ii) the expiration or termination of our agreement with the applicable Third Party Provider.  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 Provider’s terms relating to expiration, termination or cancellation.
We work with various Third Party Providers, 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 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 Providers, we may provide your name and certain contact information to the Third Party Providers, and the Third Party Providers 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 or otherwise, your acceptance of these terms and conditions also signifies your agreement to, and acceptance of, the applicable Third Party Provider’s Terms of Service (including any terms relating to minimum purchase or subscription commitment and automatic renewal). Any Third Party Provider may further condition your use of the applicable Third Party Services upon your express acceptance of and agreement to the Third Party Provider’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 Provider websites, and make no guarantee or warranty of any kind, whether express or implied, statutory or otherwise with respect to the Third Party Services.  
14.5 If particular Services 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 or, if similar or comparable Services 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, in our sole discretion, at any other time and for any other (or no) reason and, in the case of Services, provide you, in our discretion, with (i) Services 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.
14.6 If you choose to cancel subscription-based Services prior to the end of its subscription term, we will terminate your access to the Services, 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.
14.7 Any cancellation or termination of a Service may 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.
B. Accounts and Security: 
14.8 To access and use many of the D&B Services 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 and Privacy Notice are also applicable to your use of our Website and your account.
14.9 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.
14.10 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.
14.11 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.
C. Information You Provide to D&B:  
14.12 To the extent you provide any data or information concerning yourself or your company as part of creating or operating an Account or purchasing and using Servicesor Products (“Submitted Information”), such as address, telephone numbers (including mobile), email addresses, logos, images, graphics, photographs, text, data, information such as trade references, requested updates to your company’s credit file, or other information you are able to provide within customizable or open fields, you represent and warrant that such Submitted Information is true, correct, and current, and that you have the right to possess, provide, and use all such Submitted Information.  All Submitted Information is subject to verification by D&B. Submitted Information may be reviewed and validated by D&B. D&B may contact a D&B Registered Company Officer to validate any submitted information. D&B cannot guarantee that any Submitted Information will be accepted, added to the company’s business credit file, or will impact a company’s scores and ratings. With respect to any Submitted Information relating to D&B Services, Products, 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, and is not otherwise inappropriate, offensive, defamatory, harassing, libeling, invasive of another’s privacy, hateful, discriminatory or otherwise objectionable or in violation of applicable laws. In addition, D&B is not responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of the 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.
14.13 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 such as DNBi, D&B Credit, D&B Credit Reporter, D&B Finance Analytics, Business Listing, 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 Customer Data for the purposes of providing the applicable D&B Services to you and as described in Section 8.3.  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 Customer Data to D&B infringes the rights of, or has caused harm to, a third party.
D. Your Consent to be Contacted:  
14.14 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, BUT NOT LIMITED TO, 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 AND EXPRESSLY CONSENT TO RECEIVE SUCH MAILERS, EMAILS, TEXTS AND TELEPHONE CALLS.
14.15 YOU EXPRESSLY 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. YOU REPRESENT AND WARRANT THAT ANY MOBILE OR WIRELESS TELEPHONE NUMBER YOU PROVIDE BELONGS TO YOU AND IS ASSOCIATED WITH A MOBILE DEVICE IN YOUR POSSESSION. YOU HEREBY AGREE TO NOTIFY D&B AT YOUR EARLIEST CONVENIENCE IF YOUR MOBILE OR WIRELESS TELEPHONE NUMBER CHANGES. 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.
14.16 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 NOT WISH TO CONSENT TO BEING CONTACTED FOR EITHER OR BOTH ACCOUNT SUPPORT OR PROMOTIONAL PURPOSES, OR TO REVOKE A CONSENT PREVIOUSLY GIVEN, YOU AGREE TO CONTACT US USING ONE OF THE FOLLOWING METHODS, OR ANOTHER METHOD THAT D&B HAS SPECIFIED, TO CLEARLY INFORM D&B OF YOUR DESIRE TO REVOKE CONSENT: BY CALLING 844-839-6862,  OR CLICKING Preference Center.

Exhibit A – Data Protection Safeguards Attestation 

Customer understands that Dun & Bradstreet is relying on its implementation of appropriate technical and organizational measures to protect Personal Information provided to Customer by Dun & Bradstreet. Customer has reviewed its obligations pursuant to these General Terms & Conditions and the Order and the Controller-to-Controller Standard Contractual Clauses and attests that it has in place at least one of the following mechanisms to protect Personal Information:

Binding Corporate Rules
Privacy Shield Certification 
APEC Cross-Border Privacy Rule Certification
ISO 27001 Certification
ISO 27701 Certification
TRUSTe Privacy Certification
VeraSafe Privacy Program Certification
TÜV Data Protection Certification
Bureau Veritas’ Data Protection Certification
GDPR Validation
EDAA Certification
HITRUST CSF Certification
JIPDEC PrivacyMark
Other Privacy or Data Protection Certification or Trustmark
SOC 2, Type II
PCI DSS Attestation of Compliance
EU Cloud Code of Conduct 
CSA CoC for GDPR Compliance
CSA STAR
ISO 27018 Certification
ISO 27017 Certification
APEC PRP Certification
NIST Privacy Framework
NIST Security Framework
Other Mechanism described in writing to Dun & Bradstreet: