DUN & BRADSTREET TERMS AND CONDITIONS FOR NETSUITE INTEGRATION TRIAL

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS BEFORE ACCEPTING THE NETSUITE TESTING AGREEMENT. BY ACCEPTING THE NETSUITE TESTING AGREEMENT, YOU AGREE, ON BEHALF OF THE CUSTOMER SIGNING THE NETSUITE TESTING AGREEMENT TO THE TERMS AND CONDITIONS SET OUT BELOW WITH RESPECT TO CUSTOMER’S USE OF THE D&B SERVICES, AND THAT THESE TERMS REPRESENT A SEPARATE AND DISTINCT AGREEMENT BETWEEN CUSTOMER AND D&B (“TRIAL TERMS”).

D&B, Inc. (“Dun & Bradstreet”) and the customer identified in the NetSuite Testing Agreement (“Customer”) agree that D&B, either directly or through its affiliates, shall make available to Customer, via the NetSuite platform, business information services (“Services”), which may include information (“Information”); computer programs or applications (including those accessed remotely), documentation and media (collectively, “Software”); professional services and other services, subject to this Trial Terms.


The Services are provided as a non-production trial only. D&B hereby grants a limited, non-exclusive, non-assignable and non-transferable right and license ("License") to Customer to use the Services for evaluation and testing purposes only. Customer may not make any commercial or production use of the Services. Customer may not copy or otherwise reproduce any part of the Information.


The Services will be limited as follows:

Product Product Description Quantity
DNBi – US Premium Edition Term – 90 days
Included Services and Usage limits
U.S. Live Reports
Number of U.S. Live Reports
Non-US reports are not included
Account Manager
Number of accounts
Decision Maker
DNBi Netsuite Integration

200


1000
D&B Data Quality Premium and NS Intg. Term – 90 days 4000


Customer acknowledges that the NetSuite platform and the integration with D&B Services are provided exclusively by NetSuite, subject to Customer’s agreement with NetSuite. Accordingly, Services licensed hereunder may become inaccessible as a result of suspension, termination or expiration of Customer’s existing license(s) with NetSuite, or if NetSuite does not maintain the D&B integration functionality. Customer acknowledges and agrees that D&B has no responsibility or liability for the NetSuite platform or the storage, maintenance, retention, accessibility, or security of data within the NetSuite platform. In addition, Customer shall have sole responsibility for the accuracy, quality, and intellectual property ownership or right to use all information that Customer submits to the Services


D&B reserves the right to terminate Customer’s access to the Services at any time at its sole discretion. Upon such termination, Customer will immediately delete or destroy all originals and copies of the Information and upon request, provide a certification to D&B thereof.


Customer will implement and maintain security measures with respect to the Services in Customer's possession that effectively restrict access to the Services only to authorized users with a need to know, and protect the Services from unauthorized use, alteration, access, publication and distribution. In no event shall such security measures be less restrictive than those Customer employs to safeguard its most confidential information. In the event of an actual or suspected breach of such security measures, Customer shall promptly notify D&B.


The Services 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 contest the validity or D&B’s ownership of, or impair the value of, the Services in any way.


D&B MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE SERVICES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ASSUMES ALL RISKS IN CONNECTION WITH ITS USE OF THE SERVICES. IN NO EVENT SHALL D&B BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, DAMAGES FOR LOSS OF GOOD WILL, OR LOSS OF DATA OR INTERRUPTION OF BUSINESS, EVEN IF D&B HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Third parties that provide information, software or services to D&B for use in providing the Services are entitled to the benefits and protections of this Section to the same extent as D&B. These Trial Terms are not intended to, nor may be deemed to create any rights of enforcement in any person who is not a signatory.


D&B reserves the right, on reasonable notice to Customer, to enter Customer's premises to audit Customer's compliance with these Trial Terms and Customer agrees to fully cooperate with D&B in such regard.


Customer may not assign any of its rights or obligations under these Trial Terms. All attempted assignments of rights or obligations are void.


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 these Terms, including, without limitation, its validity, interpretation, construction, performance, and enforcement.


These Trial Terms embody the entire agreement and understanding between the parties relating to the subject matter hereof, and supersedes all prior proposals, agreements and understandings relating to such subject matter. These Trial Terms may not be amended except in writing signed by both parties hereto. No waiver of any condition, term or provision of these Trial Terms shall be deemed to be a waiver of any preceding or succeeding breach of such condition, term or provision or of any condition, term or provision hereof.


Neither party will use the name or trademarks of the other party in any news release, publicity, advertising, or endorsement, without the prior written approval of the other party. Customer will not disclose these Trial Terms or any details regarding the Trial to any third party without D&B's consent.

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