DUN & BRADSTREET TERMS AND CONDITIONS FOR NETSUITE (VERSION 2016-04)

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS BEFORE ACCEPTING THE NETSUITE ESTIMATE. BY ACCEPTING THE NETSUITE ESTIMATE, YOU AGREE, ON BEHALF OF THE CUSTOMER SIGNING THE NETSUITE ESTIMATE, TO THE TERMS AND CONDITIONS SET OUT BELOW WITH RESPECT TO CUSTOMER’S USE OF THE D&B SERVICES (“TERMS”).

Dun & Bradstreet, Inc. (“D&B”) and the customer identified in the NetSuite Estimate (“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 these Terms. The Services subject to these Terms are identified in Customer’s NetSuite Estimate which is incorporated herein, and are licensed for a term of 12 months from the effective date identified in the NetSuite Estimate (the “Term”) or as identified in renewals with D&B. Services may only be used by Customer within the NetSuite platform.

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, D&B Information licensed hereunder may become inaccessible within NetSuite 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.

A. Product-specific terms

The following terms apply to the extent the products listed below are included in Customer’s NetSuite Estimate:

1. DNBi

(A) Included Services. Customer shall have unlimited access to all products and services on DNBi.com which are listed below, subject to the Product Usage Limits (for International Reports and/or Account Manager DNBi Module) set forth in the NetSuite Estimate, as well as pricing adjustments in subsequent Contract Years. Pricing adjustments will be detailed in the NetSuite Estimate by indicating a threshold level of report usage over which an identified price for each excess report will be added to the following year’s contract fee.

Included Services : DNBi Service (Includes licensed Modules), International Reports (subject to usage limit; excludes Country Risk), RMS Data Integration Packets (excludes Patriot Act), Public Records, DUNSLink Standard Packets, Standard Investigations (other than priority), and Global DecisionMaker Reports (note: Detailed Trade Risk Insight packets, Small Business Risk Account Score (SBRAS), Small Business Risk Portfolio Score (SBRPS), Commercial Credit Score Small Business (CCS-SB) – Consumer Only, Consumer Component of the Commercial Credit Score Small Business (CCS-SB) Blended, and Patriot Act products are not included in your DNBi Fee.)

(B) Geographic Scope. DNBi Services may be accessed by Customer only in the United States. Customer shall not share its user ID’s and passwords outside the United States, nor may it share Information with persons located outside the United States.

(C) Customer Transactions. The use of Included Services under this Order applies to Customer as it exists on the date of the NetSuite Estimate. Any change to Customer via merger or acquisition (including the acquisition of a portfolio), shall require a written addendum between D&B and Customer to reflect such change, which addendum shall include the applicable revised fee(s).

(D) Purpose of Use. Customer is licensed to use the DNBi Services solely for Risk Management, limited to credit scoring including online and batch applications, credit evaluation, customer accounts receivable analytics and management, and only within the NetSuite platform.

(E) Fees.

(i) The DNBi Fee is specified in the NetSuite Estimate.

(ii) Any use of International Reports in excess of the limit identified in the NetSuite Estimate during a particular Contract Year shall be billed to Customer at the pricing referenced in the Price List.

(iii) Any unused amounts associated with the DNBi Fee may not be carried over or credited to subsequent Contract Years.

(F) Expiration. Upon expiration of the Term, Customer’s access to Included Services will terminate and Customer’s DNBi workspace may be purged.

2. Decision Maker and Account Manager for DNBi

(A) Decision Maker and Account Manager Fees are specified in the NetSuite Estimate.

(B) Disclaimer; Warranty. Customer shall have sole responsibility for the accuracy, quality, and intellectual property ownership or right to use all Customer Data. “Customer Data” means any information that Customer submits to DNBi. Customer warrants that it has and will comply with, to the extent applicable (a) the United States’ Fair Credit Reporting Act (“FCRA”) (including having a “Permissible Purpose” to obtain a consumer credit report) and its state counterparts and all equivalent legislation enacted in any other country or province, as well as (b) the United States’ federal Equal Credit Opportunity Act, as amended, and its state counterparts and all equivalent international, federal, provincial and territorial human rights legislation relating to access to credit.

(C) Notification and Indemnification. Customer shall promptly notify D&B in the event of an actual or suspected breach by Customer of any applicable consumer privacy law, rules or regulations, including but not limited to the FCRA, or equivalent legislation enacted in another country. Customer is obligated to fully indemnify and hold D&B, its licensors and its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents (together, the “D&B Parties”) harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; or (ii) a claim, which if true, would constitute a violation by Customer of Customer’s representations and warranties set forth in (A) above.

(D) Data Storage. Customer hereby grants D&B a license to store the Customer Data solely for the purposes of providing Services to Customer. Upon request by Customer made within 30 days of the effective date of termination of its license, D&B will make available to Customer, 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 shall thereafter delete all Customer Data in its systems or otherwise in its possession or under its control.

(E) Geographic Scope. Decision Maker and Account Manager may be accessed and used by Customer only in the United States.

3. D&B Data Management for NetSuite

(A) The annual commitment amount, price per record and payment terms are specified in the NetSuite Estimate. A “record” is a collection of data elements applicable to the particular service ordered and delivered in a packet. Any unused amounts associated with these Services may not be carried over or credited to subsequent Contract Years.

(B) Purpose of Use. Customer is licensed to use these Services solely for enriching records within the NetSuite environment.

4. D&B Prospector

(A) The annual commitment amount, price per record and payment terms are specified in the NetSuite Estimate. Any unused amounts associated with these Services may not be carried over or credited to subsequent Contract Years.

(B) Purpose of Use. Customer is licensed to use these Services solely for the identification and creation of new leads, prospects or contact records.

5. D&B Supplier Risk Evaluation

(A) The annual commitment amount, price per record and payment terms are specified in the NetSuite Estimate. Any unused amounts associated with these Services may not be carried over or credited to subsequent Contract Years.

(B) Purpose of Use. Customer is licensed to use these Services solely for evaluation of Suppliers/Vendors.

(C) Geographic Scope. These Services may be accessed and used by Customer only in the United States and on Suppliers/Vendors located in the United States.

6. D&B Supplier Locator

(A) Subscription price is specified in the NetSuite Estimate, subject to pricing adjustments in subsequent Contract Years based on usage. Any unused amounts associated with these Services may not be carried over or credited to subsequent Contract Years.

(B) Purpose of Use. Customer is licensed to use these Services solely for identification of potential new Suppliers/Vendors.

B. General Terms

1. Restrictions on Use

1.1 Information and Software are licensed for internal use only by Customer’s employees with a need to know. 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.

1.2 Notwithstanding the foregoing, Customer may allow third parties to access the Services on behalf of Customer (“Contractors”), provided that such Contractors use the Information in accordance with this Agreement. However, Customer must have written approval of D&B prior to providing access to a Contractor for use outside of a Customer controlled environment (other than the NetSuite platform). Customer is liable to D&B for any use or disclosure by any Contractor of Services, which if done by Customer itself would be a breach of this Agreement.

1.3 Customer will not attempt to access, use, modify, copy, reverse engineer, or otherwise derive the source code of Software.

1.4 Customer 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. 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, laws and regulations promulgated by the Office of Foreign Asset Control, and/or those laws and regulations regarding telemarketing, customer solicitation (including fax advertising, wireless advertising and/or e-mail solicitation), data protection and privacy.

1.5 Upon expiration or termination of a License with respect to particular Information or Software, or upon receipt of Software or Information that is intended to supersede previously obtained Software or Information, unless D&B instructs Customer otherwise, Customer will immediately delete or destroy all originals and copies of the Information and/or Software, as applicable, including all Information or Software provided to Processors; and upon request, provide D&B with a corporate officer’s certification thereof. Notwithstanding the foregoing, (i) Customer may retain copies of Information for historical and/or archival purposes only, and not for any other continuing use beyond the license term; (ii) D&B will not require Customer to locate and delete immaterial amounts of Information from all systems and applications provided that Customer has made all reasonable efforts to remove such Information from production systems; and (iii) this obligation shall not apply with respect to “Customer Information”, meaning information that Customer has independently verified using its own personnel, time or resources (the process for which will be detailed by Customer, upon D&B’s request, at the time of license expiration), other than email addresses, which will be considered Customer Information only if Customer has used the email in recurring dialogue or the subject has become a customer of Customer's products or services.

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

2. D-U-N-S® Numbers

2.1 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.

3. Payment

3.1 Customer acknowledges that D&B, NetSuite, or another third party authorized by D&B will invoice Customer for payment as described in the NetSuite Estimate (or a subsequent order with D&B).

3.2 A late payment charge of the lesser of 1 ½% per month or the highest lawful rate may be applied to any outstanding balances until paid.

3.3 Customer will pay any applicable taxes relating to the Services, other than taxes based on D&B income and franchise related taxes.

4. Disclaimers

4.1 Though D&B uses extensive procedures to keep its database current and to promote data accuracy, Customer acknowledges that the Information will contain a degree of error.

4.2 D&B represents that, to the best of its knowledge, the Information has been collected and compiled in accordance with applicable Laws, but D&B does not guarantee that the Customer’s use of the Information meets the requirements of any applicable Law including but not limited to wireless suppression lists, anti-spam or privacy legislation and “Do Not Call” lists.

4.3 ALL SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, 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 WILL BE UNINTERRUPTED OR ERROR-FREE AND DISCLAIMS ANY WARRANTY OR REPRESENTATION REGARDING AVAILABILITY OF A SERVICE, 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, OR INTERPRETING INFORMATION.

4.4 Contact Information (i.e., names, phone and facsimile numbers, wireless devices, e-mail addresses, physical addresses, and social media handles, usernames or IDs) 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. D&B represents that the Contact Information has been collected in accordance with applicable local, state, federal or international laws, rules or regulations related to the collection of Contact Information. D&B does not guarantee that Customer’s use of the Contact Information will meet the requirements of any applicable local, state, federal or international law, rule or regulation related to the usage of “Contact Information”, including, but not limited to, wireless suppression lists, wireless domain lists, commercial e-mail laws, telemarketing laws and “Do-Not-Call” lists. 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 or any related parties’ use of Contact Information. Customer 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. Customer 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 Contact Information. “Data Subject” shall mean an individual person who is the subject of, represented within or identifiable by the Information. For purposes of clarification, Customer shall only provide notice to D&B if a Data Subject requests that Customer identify the original source of the database. Customer shall not need to inform D&B of Data Subject requests to be removed from Customer’s own marketing campaigns. D&B reserves the right to substitute and replace the sources for the Contact Information provided under this Order.

5. Copyrights and Other Proprietary Rights

5.1 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 disclose, contest the validity or D&B’s ownership of, or impair the value of the Information or Software in any way. Customer will reproduce D&B’s copyright and proprietary rights legend on all copies of Information and Software.

5.2 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. Customer shall not disclose the negotiated pricing or terms of the Services to any third party.

5.3 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. 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 Services provided by D&B which is governed by the license terms of this Agreement.

5.4 D&B represents and warrants to Customer that, to D&B’s knowledge, the Software and Information, when used in accordance with this Agreement, do not violate any existing, U.S. copyrights, patents, trademarks, or other intellectual property rights of any third party, as of the effective date of the applicable Order. The foregoing warranty does not apply to the extent Customer modifies the Software or Information in any way or combines the Software or Information with material from third parties.

5.5 Customer shall implement and maintain security measures with respect to the D&B Information and Software in Customer’s possession that effectively restrict access to Information and Software only to authorized users with a need to know, and protect Information and Software 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. Customer 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, Customer 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 the Customer reasonably believes involves, the unauthorized access, use or disclosure of Information.

6. Termination

6.1 In the event of material breach of paragraph 1 or 5, the non-breaching party may immediately terminate or suspend the Services. In the event of material breach of any other part of these Terms by Customer or D&B, the non-breaching party may terminate the Services if such breach is not cured within thirty (30) days of written notice of breach.

6.2 The provisions set forth in paragraphs 1, 2, 4, 5, 6.2, 6.3, 7, 8 and 9 will survive the termination of this Agreement.

6.3 If, without D&B’s written permission or as permitted hereunder, Customer continues after termination or expiration of a license to obtain, retain or continue to use Information, Software or other Services, in addition to any other remedies available to D&B for such breach of the Agreement, Customer will be liable to D&B for the undiscounted fees (including annual fees for Services generally licensed on an annual basis) for such Services in effect on the date of such termination or expiration.

7. Limitation of Liability; Indemnification

7.1 NEITHER PARTY 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.

7.2. EACH PARTY’S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, 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 HEREUNDER DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH LOSS, DAMAGE, INJURY, CLAIM, COST OR EXPENSE OCCURRED.

7.3. Notwithstanding anything to the contrary, the exclusions and limitations set forth in Section 7.1 and Section 7.2 above shall not apply with respect to: (i) the parties’ respective obligations under Section 7.4 (Indemnification), or (ii) breach of Section(s) 1 or 5.

7.4 (a) D&B shall defend or settle at its expense any claim, suit or proceeding (“Claim”) arising from or alleging infringement of any existing copyrights, patents, trademarks, or other intellectual property rights of any third party by the Services furnished under this Agreement (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, costs and damages, including reasonable counsel fees (“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, 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.

8. Choice of Law; Disputes

8.1 This Agreement is governed by and construed in accordance with the laws of the State of New Jersey, without regard to choice of law provisions. Any disputes arising out of this Agreement that cannot be resolved by the parties will be brought in state or federal court located in Newark, New Jersey.

9. Miscellaneous

9.1 These Terms and the NetSuite Estimate constitute 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 this Agreement are expressly cancelled and superseded by this Agreement. 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, unless such terms are expressly agreed to by the parties in writing. Any amendments of or waivers relating to these Terms must be in writing signed by the party, or parties, to be charged therewith.

9.2 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 paragraphs 4 and 7 to the same extent as D&B. This Agreement is not intended to, nor may be deemed to create any rights of enforcement in any person who is not a signatory to this Agreement.

9.3 This Agreement binds and inures to the benefit of the parties and their successors and permitted assigns, except that neither party may assign this Agreement 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).

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