- Scope of General Terms & Conditions
- 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 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. The terms and conditions governing the D&B Business Directory are available here. 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.
- Term and License Grant
- The Order will specify the Licenses granted, and each License is for a term specified in the Order ('Initial Term'). The Initial Term and any Renewal Period for a License constitute 'the Term' for such License.
- D&B grants to Customer a License for the Term. Customer will 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.
- 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.
- 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.
- 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. The terms of these General Terms & Conditions will apply to D&B’s provision and Customer’s use of any Sample Data, except that Sample Data is provided without warranty of any kind.
- Terms of Use
- Customer will use the Services in accordance with Applicable Law and only for lawful purposes.
- Unless expressly authorized to do so 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 or by any regulatory body which has responsibility for regulating Customer. Where Customer receives a subpoena, summons, warrant or governmental order (or equivalent document under any Applicable Law) requiring it to produce any Information in legal proceedings, Customer will (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 minimize the Information produced; and (b) to obtain written confidentiality undertakings in its favor with respect to any Information produced.
- 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.
- Customer will not attempt to reverse engineer any Services or access, use, modify, copy, or derive the source code of, any Software.
- Customer will not systematically access D&B applications or Software 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.
- Save where such use cases are expressly authorized, 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 equivalent consumer credit legislation under any Applicable Law) or that would subject such Information or D&B to comparable consumer credit laws in other jurisdictions.
- Where D&B provides Customer with Consumer Data as part of the Services, Customer expressly acknowledges that its use of the same will be subject to the specific conditions and restrictions contained in the Order.
- Customer will not use any Service (i) to engage in any unfair or deceptive practices; or (ii) to endanger the state security, public interests, or legitimate interests of citizens or organizations of any country.
- To the extent that in providing the Services D&B processes Personal Data which is subject to Privacy Law, D&B will process such Personal Data in accordance with (i) the Global Privacy Exhibit and (ii) theseGeneral Terms & Conditions, as applicable. Where applicable, and only to the extent that Customer licenses Personal Data from D&B which is subject to Privacy Law, Customer and D&B hereby enter into the Controller-to-Controller Standard Contractual Clauses included within the Global Privacy Exhibit, as the basis for the onward transfer of such Personal Data from D&B to Customer.
- 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 theseGeneral Terms & Conditions or the Order; 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'). For the avoidance of doubt, Retained Information includes copies of Information which the Customer is required to retain by Applicable Law. 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 will not apply to names, addresses (street, city, state, and postal 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.
- Solely in order to verify Customer’s compliance with the Order, 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 ten (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 accurately complete D&B’s self-audit questionnaire relating to Customer’s use of the Information hereunder, and make available, on a remote basis, upon reasonable notice and during regular business hours, responsible officials who have sufficient knowledge of and access to information, records, and access logs, regarding the use, storage, processing, and maintenance of Information, to demonstrate to D&B, or its designated representatives, Customer’s compliance with this Agreement and controls in place that support Customer's compliance with this Agreement. D&B agrees to treat all information obtained in the course of any such audit as confidential. 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.
- D-U-N-S® Numbers
- 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.
- Payment
- 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 (or if a longer period is required by Applicable Law, then within such longer period).
- Customer will pay any applicable taxes relating to its receipt of the Services (including any applicable VAT), other than taxes based on D&B income and franchise-related taxes.
- D&B may apply a late payment charge at a rate equal to the lesser of one and a half percent (1.5%) per month and the maximum rate permitted by Applicable Law 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 these General Terms & Conditions, 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 will 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.
- Warranties and Disclaimers
- 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 Data) to the other in accordance with the Order; (iii) in using and making available (as appropriate) the Services, it will comply with Applicable Law.
- D&B represents that (i) the Information has been collected and compiled in accordance with Applicable Law; 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.
- D&B represents and warrants that all Services will be performed with commercially reasonable care and skill by qualified individuals.
- 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 will promptly remove such Unauthorized Code in the Software.
- D&B represents and warrants that the Software will perform all material functions and features as set forth in the Documentation.
- EVERY BUSINESS DECISION, TO SOME DEGREE, REPRESENTS AN ASSUMPTION OF RISK AND D&B IN FURNISHING INFORMATION DOES NOT ASSUME CUSTOMER'S RISK. D&B IS ONE TOOL IN CUSTOMER’S DECISION-MAKING PROCESSES. THEREFORE, UNLESS EXPRESSLY STATED OTHERWISE IN THEORDER:
a) ALL SERVICES ARE PROVIDED ON AN 'AS IS,' 'AS AVAILABLE' BASIS;
b) THOUGH D&B USES EXTENSIVE PROCEDURES TO KEEP ITS DATABASE CURRENT AND TO PROMOTE DATA ACCURACY, 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; AND
c) 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.
- Protection of Proprietary Rights
- The Information and Software are proprietary to D&B or its Third Party Providers 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 D&B’s or any Third Party Provider’s Intellectual Property Rights in or ownership of, the Information or Software in any way. Customer will not remove any copyright or proprietary rights legend from any Information and Software which are so marked when received.
- 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.
- 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 theOrder, 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 will disclose the negotiated pricing or terms of the Order, to any third party. Confidential Information will 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.
- Each party will implement and maintain security measures with respect to the Confidential Information, 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 will 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.
- Termination
- Suspension. In the event of material breach of Section 3 (Terms of Use) or Section 7 (Protection of Proprietary Rights) of these General Terms & Conditions, the non-breaching party may suspend performance under the Orderon written notice if necessary to prevent any ongoing impairment of Intellectual Property Rights or proprietary rights.
- Termination. In the event of material breach of these General Terms & Conditions by Customer or D&B, the non-breaching party may terminate the Order if such breach is not capable of remedy or is not cured within thirty (30) days of written notice of breach. .
- Either party may terminate the Order immediately by notice in writing if the other party suffers an Insolvency Event.
- Survival. Termination of the Order in whole or in part for whatever reason will not affect the coming into force or continuance in force of any provision of these General Terms & Conditions which is expressly or by implication intended to come into force or continue in force following termination.
- Limitation of Liability; Exclusions; Indemnification
- EACH PARTY’S LIABILITY TO THE OTHER PARTY FOR ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY LAW, WILL NOT BE EXCLUDED OR LIMITED.
- SUBJECT TO SECTION 9.1 ABOVE:
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- If Customer needs to rely on a warranty provided in this Section 6, it will notify D&B in writing as soon as possible upon becoming aware of the relevant circumstances. Save where Customer is permitted by Applicable Law to exercise a right or remedy provided by this General Terms & Conditions or at law with immediate effect, Customer will prior to exercising any such right or remedy allow D&B, at D&B’s expense, a reasonable period of time to modify the relevant Software or Service such that it fulfils the warranties given in this General Terms & Conditions.
- 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.
a) 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;
b) 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 ORDER DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH LOSS, DAMAGE, INJURY, COST OR EXPENSE OCCURRED.
- Law and Jurisdiction
- These General Terms & Conditions and the Order (and any contractual and non-contractual obligations relating to or arising out of them) will be governed by and construed in accordance with the laws specified in Schedule II to these General Terms & Conditions in relation to the relevant D&B contracting entity. The parties agree to submit to the exclusive jurisdiction of the courts specified in Schedule II to these General Terms & Conditions.
- 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, save that this does not affect Customer’s statutory right to join class or representative proceedings where it has the right to do so under Applicable Law.
- Miscellaneous
- 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 (email is permitted) signed by the party, or parties, provided that in no event shall any other terms or conditions, including Customer’s own terms pre-printed on any form of Customer purchase order, apply to the relationship between D&B and Customer hereunder.
- The Order binds and inures to the benefit of the parties and their successors and permitted assigns, except that neither party may assign this 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.
- If any provision of these General Terms & Conditions or an Order is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable then, to the extent permitted by Applicable Law, the invalidity or unenforceability of such provision will not affect the other provisions of General Terms & Conditions or the Order, all provisions not affected by such invalidity or unenforceability will remain in full force and effect, and the parties will 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.
- The failure to exercise, or delay in exercising, a right, power or remedy provided by these General Tems & Conditions, the Order or at law will 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 will not operate as a waiver of any subsequent breach. All rights and remedies expressly granted in theseGeneral Tems & Conditions or athe Order are cumulative and do not affect any other rights or remedies which either party may otherwise have at law.
- D&B will not be liable for any delay in performing, or failure to perform, any of its obligations under these General Terms & Conditions or the Order if such delay or failure result from events, circumstances or causes beyond its reasonable control, and in such circumstances D&B will 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.
- Save as permitted by Section 11.8 below, any notice, demand or other communication to be served on a party will 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 will have previously notified the other in writing or an applicable Order) and will be deemed duly served two (2) business days (Monday to Friday only, excluding public holidays in the applicable jurisdiction) after posting, save where specified otherwise by Applicable Law. In proving service of the same it will 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.
- Email may be used for routine communication and where otherwise expressly permitted in these General Terms & Conditions 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 will not amount to notice in writing or a written instrument for the purposes of Section 11.3 or 11.7.
- Except as provided herein, a person who is not a party to the Order has no right under the Orderor at law to rely upon or enforce any term of the Order.
- E-Commerce
- The following additional terms apply to eCommerce Customers. Where there is a conflict between these additional terms and the remainder of these General Terms & Conditions, these additional terms shall control solely to the extent of the conflict.
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- Nothing in these General Terms & Conditions or in theOrder will operate to exclude or limit a party’s indemnity obligations, or a party’s liability for breach of Section 6.1 or 6.2 (Compliance warranties), 7.3 (Confidentiality), or for Customer’s unauthorized use, disclosure, or distribution of Services.
- D&B will 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 will 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 will 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.
- Each party will 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.
- The indemnifying party will indemnify and hold the indemnified party harmless from and pay any and all Losses attributable to such Claim. The indemnified party will give the indemnifying party prompt notice of any Claim and will use reasonable efforts to mitigate any Losses. The indemnifying party will 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 will 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 will have the right to approve the terms of any settlement or compromise, such approval not to be unreasonably withheld. The indemnified party will provide all reasonable cooperation in the defense of any Claim. This section provides Customer’s exclusive remedy for any infringement Claims or damages.
Term and Renewal
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- Where Services are purchased on a monthly subscription basis, the Licence granted is for an Initial Term of one month. The Licence will automatically renew at the end of each month for successive one month Renewal Terms until terminated in accordance with these additional terms. Where the Services are purchased on an annual subscription basis, the Licence granted is for an Initial Term of one year. The Licence will automatically renew on each anniversary of the Effective Date, for successive one year periods until terminated in accordance with these additional terms. In each case, the Customer will be charged the Licence fee via the payment method associated with Customer’s account (the ‘Billing Method’). Customer authorises D&B to charge the Licence fee payable in respect of Renewal Terms to Customer’s Billing Method, unless Customer cancels the Licence in accordance with these General Terms & Conditions.
- For annual subscriptions, D&B may increase the fee charged for access to the Services, Software, Information and Report(s) in each Renewal Term by an amount not exceeding 5% of the then-current fee. For monthly subscriptions, D&B may increase the monthly fee charged for access to the Services, Software, Information and Report(s) on each anniversary of the Effective Date by an amount not exceeding 5% of the then-current fee. Such increased fee will apply in respect of each month during which the Licence continues in force between that anniversary and the next anniversary of the Effective Date.
Billing
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- To use the Services, Software, Information and/or the Report(s) outlined in this Licence, Customer must provide a Billing Method. Customer hereby authorises D&B to charge the applicable Licence fee via the Billing Method. Where the Billing Method is declined at the time of renewal, Customer will lose access to the Services, Software, Information and/or Reports. For some Billing Methods, the card issuer may charge Customer additional fees for processing payment as well as local taxes. Customer is responsible for payment of those additional fees and taxes. To avoid a disruption in access to the Services, D&B recommends that Customer updates its Billing Method from time-to-time using the Customer Portal. Following an update, Customer authorises D&B to charge Customer the Licence fee for the next Renewal Term using the new Billing Method.
- Customer acknowledges that its payment details provided within the Billing Method will be provided to a third party, PayPal (Europe) S.à r.l. et Cie, S.C.A., a company in the form of a partnership limited by shares (société en commandite par actions), with its registered office at 22-24 Boulevard Royal, L-2449, Luxembourg and with registration number B118349 ('PayPal EU') Paypal EU will be responsible for processing Customer’s payment and holding data related to Customer’s Billing Method. PayPal EU may share Customer’s Billing Method data, which includes Personal Data, with other PayPal entities, including those based outside of the jurisdiction in which Customer is domiciled, in particular PayPal, Inc., a Delaware corporation, with its principal place of business at 2211 North First Street, San Jose, CA 95131; PayPal Canada Co., a Nova Scotia corporation with a principal place of business at MaRS Centre, West Tower, 661 University Ave., Suite 506, Toronto, ON M5G 1M1; and PayPal Pte. Ltd., registered under number 200509725E with a registered address at 5 Temasek Boulevard, #09-01 Suntec Tower Five, Singapore 038985 ('3PL'). By inputting Customer’s Billing Method into the payment portal below, Customer is consenting to PayPal EU’s terms of use and data processing as well as PayPal EU holding Customer’s Billing Method details at least until this Licence is cancelled. Details of PayPal EU’s terms of use and data processing can be found here: https://www.paypal.com/sg/webapps/mpp/ua/legalhub-full.
Cancellation
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- D&B may cancel this Licence at any time by providing Customer with at least fourteen (14) Business Days’ notice via email, to the contact email address associated with Customer’s account.
- Customer may cancel this Licence at any time by providing D&B with at least fourteen (14) Business Days’ notice prior to the first day of a Renewal Term. eCommerce Customers may serve notice by sending an email to [email protected], stating (i) Customer’s name in the subject line of the email; and (ii) [product licensed] [Customer’s D-U-N-S® Number] - PLEASE CANCEL THIS LICENCE' in the email body.
- Following D&B’s receipt of valid notice of cancellation, the Licence will terminate at the end of the current Renewal Term. Customer will continue to have access to the Services, Software, Information and Report until the effective date of cancellation. Customer is responsible for obtaining email delivery receipt as proof of sending. In the absence of valid notice, this Licence shall continue into the next Renewal Term.
Sole Proprietors and Natural Persons
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- Where Customer is an individual purchasing the Services, Software, Information and/or Report(s) on behalf of a sole proprietorship, Customer’s rights and remedies include those legal rights associated with D&B providing the Services, Software, Information and/or Report as described on the D&B website and herein, in accordance with applicable law.
- Individuals who are natural persons acting outside their trade, business, craft or profession are not permitted to purchase the Services via the eCommerce platform.
Schedule 1 to Dun & Bradstreet General Terms & Conditions
Definitions
'Affiliates' means entities that control, are controlled by, or are under common control with, a party to the Order.
'Applicable Law' means all local, state, federal and international laws, rules, and regulations in any jurisdiction to which a party is subject based on the Services, Information and any other data accessed within the Services, including, but not limited to, in the areas of privacy and data protection, economic and trade sanctions, anti-corruption, and marketing and advertising, in each case as may be amended, modified, supplemented, or restated.
'Claim' means any third party claim, demand, suit or proceeding.
'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.
'Consumer Data' means data which D&B collects and compiles on individuals anywhere in the world in their capacity as consumers, not business professionals, and including in relation to individual borrowing and repayment activity. Consumer Data is available in certain markets in Europe but not North America.
'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.
'Contractor' means third parties provided with Information or accessing the Services solely to support Customer.
'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.
'D&B Americas' means any entity within the D&B Group which is domiciled in the United States or Canada.
'D&B Europe' means any entity within the D&B Group which is domiciled in any member state of the European Union or the European Economic Area, or in Switzerland, or in Serbia, or in Bosnia Herzegovina.
'D&B Group' means Dun & Bradstreet Holdings, Inc. and each of its affiliates and subsidiaries from time to time.
'D&B UK&I' means any entity within the D&B Group which is domiciled in the United Kingdom or Ireland.
'Discloser' means the party disclosing Confidential Information.
'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.
'Global Privacy Exhibit' means the agreement retained at www.dnb.co.uk/dpa as updated from time to time as required of D&B by Applicable Law.
'Information' means (i) information D&B collects and compiles on business entities anywhere in the world, including business information, legal and financial data, Contact Information, D-U-N-S® Numbers, and ratings on such business entities, and (ii) if applicable, Consumer Data.
'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 will 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; (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; or (v) if an equivalent event occurs under any Applicable Law.
'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.
'License' means a non-exclusive, non-sublicensable, non-transferable, limited license for the benefit of Customer's personnel who have a need to know for the purpose identified in the Order, to use and display the Information and Software constituting the Services (in object code format only), for Customer’s internal busines purposes.
'Losses' means all actual losses and damage, and costs including reasonable counsel fees.
'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.
'Order' means a document (or other analogous electronic or other process provided by D&B from time to time) which captures Customer’s order for Services from D&B, which may include or reference particular Service specific terms and conditions, including third party pass through terms where D&B is a processor of a third party data set, which is accepted by D&B in accordance with the terms of these General Terms & Conditions.
'Personal Data' shall have the meaning set forth under Privacy Law.
'Privacy Law' shall mean any applicable data protection legislation including implementing legislation, guidelines and industry standards from time-to-time in force in a relevant jurisdiction, relating to the use and processing of Personal Data including but not limited toGDPR , the UK GDPR, and other laws recognizing the protections set out under the Standard Contractual Clauses as a legally required and/or adequate data transfer mechanism. Notwithstanding the foregoing, where a party is bound by sector specific privacy regulations, nothing in these General Terms & Conditions binds the other party to such regulations including but not limited to the Gramm-Leach-Bliley Act (GLBA) and NY DFS 23 NYCRR 500 'Cybersecurity Requirements for Financial Services Companies'.
'Recipient' means the party receiving Confidential Information.
'Representatives' means employees and vendors of the Recipient as further described in the Confidentiality Section of these General Terms & Conditions.
'Services' means Information, Consumer Data, Software, and other products and services, identified in the Order .
'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 theOrder.
'Territories' means those countries or regions identified as such in the Order, or if no territory is identified, then the Territory is the country in which the Order is placed or Services are delivered.
'Third Party Provider' means a third party that provides data Software or services to D&B for use in providing the Services to D&B customers.
'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.
Schedule II to Dun & Bradstreet General Terms & Conditions
Choice of Law and Jurisdiction
D&B Contracting Entity
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Governing Law
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Jurisdiction
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Any member of D&B Americas
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State of Florida (without giving effect to its conflicts of law principles)
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State or federal courts located in Duval County, Florida
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Any member of D&B UKI
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England and Wales
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Courts of England and Wales
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Any member of D&B Europe
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Laws of the country in which the D&B Europe contracting entity is domiciled
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Courts of the country (and region seat (DE), state (AU) or municipality (CH), as applicable) in which the D&B Europe contracting entity is domiciled
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