General Terms & Conditions

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 "Claim” means any third-party claim, demand, suit or proceeding. 

1.3 "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. 

1.4 "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, and facsimile numbers, wireless devices, e-mail addresses and physical addresses, and social media handles. 

1.5 "Contractor” means third parties provided with Information or accessing the Services solely to support Customer. 

1.6 "Customer” means the customer identified in the Order. 

1.7 "Customer Controlled Environment” means a facility or location that is owned, used or leased by Customer or under Customer’s operational control. 

1.8 "Data Subject” means an individual person who is the subject of, represented within or identifiable by Contact Information.

1.9 "D&B” means Dun & Bradstreet, Inc. 

1.10 "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. 

1.11 "Discloser” means the party disclosing Confidential Information. 

1.12 "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. 

1.13 "Initial Term” means the License term of the Order as further described in Section 3.2. 

1.14 "License” has the meaning set forth in Section 3.1. 

1.15 "Losses” means all losses, costs and damages, including reasonable counsel fees. 

1.16 "Non-Operational” means not used to support the on-going operations of the Customer such that Information is not susceptible to use as a substitute for the Services licensed by D&B. 

1.17 "Order” means the agreement for Services between D&B and Customer that incorporates these General Terms & Conditions and, if identified, applicable Service specific terms and conditions. 

1.18 "Personal Information” for purposes of Section 4.2, 4.4, and 7.3, shall have the same meaning as Personal Data as in the European Data Protection legislation. 

1.19 "Privacy Principles” for purposes of Section 4.2, 4.4, and 7.3, 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/ 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 principle. 

1.20 "Recipient” means the party receiving Confidential Information. 

1.21 "Renewal Fees” has the meaning set forth in Section 3.4. 

1.22 "Representatives” means employees and vendors of the Recipient as further described in Section 8.3. 

1.23 "Requests” means complaints, inquiries and opt-outs. 

1.24 "Retained Information” has the meaning set forth in Section 4.5. 

1.25 “Services” shall have the meaning set forth in Section 2. 

1.26 "Service Termination” means that a specific Service set forth in the Order will not be eligible for auto renewal. 

1.27 "Software” means computer programs or applications (including those accessed remotely), documentation, and media. 

1.28 "Term” shall have the meaning set forth in Section 3.2. 

1.29 "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. 

1.30 "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

D&B, either directly or through its Affiliates, shall, subject to the Order, make available to Customer the Information, Software, and other services, identified in the Order (the “Services”). 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 which is incorporated herein. Any agreement for Services between Customer and D&B that reference a Master Agreement shall also be governed by these General Terms & Conditions as an Order to the extent no other master agreement has been signed by the parties.

3. Licenses

3.1 D&B grants to Customer a non-exclusive, non-sublicensable, non-transferable license ("License") to use and display the Information and Software (in object code format only) constituting the Services specified in the Order. All rights not expressly granted hereunder are reserved to D&B. 

3.2 Each License is for a term of twelve (12) months, beginning on the effective date of the Order, unless another term is specified (“Initial Term’). The Initial Term and any renewal period for the Order or License constitute "the Term" for the 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 At least ninety (90) days prior to the expiration of the Initial Term and each successive renewal term, D&B may notify Customer of either (a) the fees that will be applicable to the next renewal term (the “Renewal Fees”) or (b) its intent to terminate the Order as of the expiration of the then-current term. Unless D&B so notifies Customer of a termination, or Customer notifies D&B of its intent to terminate the Order at least sixty (60) days prior to the expiration of the then-current term, the Order shall automatically renew for successive 12 month renewal terms at the Renewal Fees (or, if D&B does not notify Customer of a fee adjustment in accordance with the first sentence of this paragraph, at the then-current contract fees.). The above automatic renewal language does not apply to Trial, Proof of Concept, no-fee, Service Termination, or orders with a total term of less than 12 months. Customer notification of intent to terminate the Order must be submitted via the online form at https://www.dnb.com/utility-pages/customer-auto-renewal-cancellation.html.

4. Terms of Use

4.1 Information and Software 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 Information, Software or other Services 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 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 voluntarily produce Information in legal proceedings, unless required by law. 

4.2 Notwithstanding the foregoing, Customer may allow Contractors to access the Services in the territories identified in the Order, 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 use, modify, copy, reverse engineer any Services, or derive the source code of, any Software. 

4.4 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 15 U.S.C. § 1681a. In addition, Customer will not use any Service to engage in any unfair or deceptive practices and will use the Services only incompliance with all applicable local, state, federal and international laws, rules, regulations or requirements, including, but not limited to, laws and regulations promulgated by the Office of Foreign Asset Control, the Privacy Principles, and/or any subsequent regulation or regime that replaces the Privacy Principles and those laws and regulations regarding telemarketing, customer solicitation (including fax advertising, wireless advertising and/or e-mail solicitation), data protection and privacy. 

4.5 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 Section 4.2 hereof; and upon request, provide D&B with a certification thereof. Notwithstanding the foregoing, (i) 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 (i.e. disaster recovery, compliance, and evidence of Customer’s 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; (ii) The obligation to 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. 

4.6 Customer agrees, that in the event D&B obtains information or other evidence leading it to reasonably conclude that Customer is violating its obligations under the Order, D&B may, at its own expense, 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. 

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 A late payment charge of the lesser of 1½% per month or the highest lawful rate may be applied to any outstanding balances on accurate invoices until paid. 

6.2 The fees do not include, and Customer will pay any applicable taxes relating to the Order, other than taxes based on D&B income and franchise- related taxes. 

7. Warranties and Disclaimers

7.1 D&B and Customer each represent and warrant that it (i) has the right to enter into the Order and (ii) has all necessary legal rights, title, consents and authority to disclose Confidential Information to the other in accordance with the Order. 

7.2 D&B represents that the Information has been collected and compiled in accordance with applicable local, state, federal and international laws, rules or regulations, but D&B does not guarantee that the Customer’s use of the Information meets the requirements of any applicable federal, or state law, rule or regulation including but not limited to wireless suppression lists, the CAN-SPAM Act, and “Do Not Call” lists. 

7.3 D&B and Customer each warrant and undertake that i) use of Personal Information will be for limited and legitimate purposes as specified in the Order; ii) it will provide the same level of protection as the Privacy Principles and will notify the other party if it makes a determination that it can no longer meet this obligation; and (iii) upon notice, including under(ii), take reasonable and appropriate steps to stop processing such Personal Information or remediate unauthorized use. 

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. 

7.6 D&B represents and warrants that the Software will perform all material functions and features as set forth in the Documentation. 

7.7 Contact Information has not been obtained directly from the Data Subjects and the Data Subjects have not opted in or otherwise expressly consented to having their information sold for marketing purposes. Except as set forth in this Section 7, 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 Customer’s use of Contact Information. Customer’s use of the Contact Information shall be for its own marketing and sales purposes and all opt out provisions and/or opt out links in Customer’s marketing and sales materials shall pertain to opting out of Customer’s marketing lists and/or Customer’s databases only. 

7.8 CUSTOMER ACKNOWLEDGES THAT 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, MERCHANT ABILITY OR FITNESS FOR A PARTICULARPURPOSE. 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.

8. Protection of Proprietary Rights

8.1 Information and Software are proprietary to D&B and may include copyrighted works, trade secrets, or other materials created by D&B at great effort and expense. 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, trademarks 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 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 D&B Information, Software and Customer Confidential Information 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 Information, Software, and Customer Confidential Information from unauthorized use, alteration, access, publication and distribution. In no event shall such security measures be less restrictive than those each party employs to safeguard its confidential information of a similar nature. Unless prohibited by law, in the event of an actual breach of such security measures that involves the unauthorized access, use or disclosure of Information, Software and Customer Confidential Information each party shall notify the other promptly after becoming aware of any such security incident.

9. Termination

9.1 In the event of material breach of Section 4 or 8, 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 The provisions set forth in Sections 4, 5, 7, 8, 9.2, 10 and 11 will survive the expiration or termination of the Order. 

10. Limitation of Liability; Indemnification

10.1 NEITHER PARTY NOR D&B’S THIRD PARTY PROVIDERS WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, LOST DATA, LOST REVENUES, AND LOSS OF BUSINESS OPPORTUNITY, WHETHER OR NOT THE OTHER PARTY WAS AWARE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF THESE DAMAGES. 

10.2 EACH PARTY’S AND D&B’S THIRD PARTY PROVIDERS’ MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THE ORDER, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE TOTAL AMOUNT PAID AND PAYABLE BY CUSTOMER UNDER THE ORDER DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH LOSS, DAMAGE, INJURY, COST OR EXPENSE OCCURRED. 

10.3 Notwithstanding anything to the contrary, the exclusions and limitations set forthin Section 10.1 and Section 10.2 above shall not apply with respect to: (i) each party’s obligations under Section 10.4 (Indemnification), or (ii) Customer’s unauthorized use, disclosure, or distribution of Information or Services, or (iii) breach of Section 8.3. 

10.4   (a) D&B shall defend or settle at its expense any Claim arising from or alleging infringement of any existing U.S. 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). D&B shall indemnify and hold Customer harmless from and pay any and all Losses attributable to such Claim. Customer shall give D&B prompt notice of any Claim. D&B shall have the right to control the defense of any such Claim, including appeals, negotiations and any settlement or compromise thereof, provided that 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. Customer shall provide all reasonable cooperation in the defense of any Claim. This section provides Customer’s exclusive remedy for any infringement Claims or damages.
        (b) Customer shall indemnify and hold D&B harmless from and pay any and all Losses arising from Customer’s unauthorized use or distribution of Services. With respect to covered Claims brought by D&B directly, Customer will pay all costs and expenses, including reasonable attorneys' fees that D&B incurs in any such action. 

11. Choice of Law; Disputes

11.1 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 the Order, including, without limitation, its validity, interpretation, construction, performance, and enforcement. Any disputes arising out of the Order that cannot be resolved by the parties will be brought in state or federal court located in Newark, New Jersey. 

12. Miscellaneous

12.1 The Order constitutes the entire agreement between D&B and Customer regarding the Services. All prior agreements, both oral and written, between the parties on the matters contained in the Order are expressly cancelled and superseded by the Order. Any amendments of or waivers relating to this 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. 

12.2 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, no assignment to a competitor of the non-assigning party is valid unless agreed in writing between the parties.