General Terms & Conditions (11-2024)

1.      Scope of General Terms & Conditions

1.1.    D&B shall, subject to the Order, make available to Customer the Services identified in the Order. Where there is a conflict between the terms of the Order, and these General Terms & Conditions, the terms of the Order shall control with respect to the Services set forth in such Order 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/utility-pages/product-lifecycle-policy.html. Any agreement for Services between Customer and D&B that reference a master agreement shall also be governed by these General Terms & Conditions as a master agreement to the extent no other master agreement has been signed by the parties. These General Terms & Conditions include the Global Data Protection Exhibit.

2.      Term and License Grant

2.1.    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.

2.2.    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.

2.3.    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.

2.4.    Beta Products. From time to time D&B may invite Customer to try, at no charge, products or services that are not generally available to D&B’s customers (“Beta Products”). Customer may accept or decline any such trial in its sole discretion. Any Beta Products will be designated as beta, pilot, limited release, developer preview, or non-production. Customer may not use the Beta Products for any purpose other than to evaluate the viability of the Beta Product concept and provide feedback to D&B to support a commercial release.  The Beta Product is not supported and may contain bugs or errors. D&B may discontinue the Beta Product at any time in its sole discretion.

2.5.    Sample Data. Upon Customer’s request and at D&B’s discretion, D&B may provide a limited amount of Information to Customer for a period of thirty (30) days for evaluation purposes only and not for any commercial or production purposes (“Sample Data”).  Sample Data will be designated as sample data or proof of concept data. 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.

3.      Terms of Use

3.1.    Customer will use the Services in accordance with Applicable Law and only for lawful purposes.

3.2.    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.

3.3.    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. Customer is responsible and liable for the Contractors’ acts and/or omissions which if done or not done  by Customer itself would be a breach of the Order, or for any use or disclosure of Services not for the benefit of Customer. However, Customer must have written approval of D&B prior to providing access to a Contractor for use outside of a Customer Controlled Environment.

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

3.5.    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.

3.6.    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.

3.7.    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 and the Global Data Protection Exhibit.

3.8.    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.

3.9.    To the extent that in providing the Services D&B processes Personal Data or other Regulated Data which is subject to Applicable Law, D&B will process such Personal Data or other Regulated Data in accordance with (i) its applicable privacy notices and other legally required disclosures for Personal Data or other Regulated Data; (ii) the Global Data Protection Exhibit (which will define the respective roles and responsibilities of Customer and D&B with respect to the Processing of such Personal Data or other Regulated Data, including the safeguards for protection of Personal Data and other Regulated Data, the Processing location(s) of Personal Data or other Regulated Data, and use of Contractors by D&B); and (iii) these General Terms & Conditions, as applicable. To the extent that Customer licenses Personal Data or other Regulated Data from D&B.

3.9.1    Customer and D&B hereby enter into the Global Data Protection Exhibit, which will define the respective roles and responsibilities of Customer and D&B with respect to the Processing of such Personal Data or other Regulated Data, including the safeguards for protection of Personal Data and other Regulated Data, the Processing location(s) of Personal Data or other Regulated Data, and use of Contractors by D&B; and

3.9.2    where such Personal Data or Regulated Data is subject to Applicable Law that sets forth obligations for the cross-border transfer of Personal Data or other Regulated Data, and the recipient party is in a jurisdiction that is not recognised by the jurisdiction of origin as providing Adequate Protection for the Personal Data or other Regulated Data, Customer and D&B hereby enter into the applicable Standard Contractual Clauses included within the Global Data Protection Exhibit, as the basis for the cross-border transfer of such Personal Data or other Regulated Data between the parties.

3.10.    To the extent that the Services contain Artificial Intelligence Technology, D&B will provide such Artificial Intelligence Technology in accordance with its standards set forth in its (i) Al Ethics Policy Statement as set forth at DNB_Al Ethics Policy Statement.pdf;  
and (ii) Applicable Law.

3.11.    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 these General 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.

3.12 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 the Order and controls in place that support Customer's compliance with the Order.  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.

3.13 Customer agrees that the Information and any Derivative Information may not, unless approved in advance by D&B, be used in whole or in part:

3.13.1.  to develop a substitute for the Information, or to compete with or replace the Information or Services of D&B; or

3.13.2.  in or with proprietary or third party generative Artificial Intelligence Technology (including ChatGPT and Gemini for Google Workspace), including to train, ground, prompt, or tune large language models (LLMs), foundation models or other generative Artificial Intelligence Technology.

4.      D-U-N-S® Numbers

4.1.    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.

5.      Payment

5.1.    Customer will pay D&B in accordance with the Order, or if not stipulated in the Order, within thirty (30) days of the relevant invoice date (or if a longer period is required by Applicable Law, then within such longer period).

5.2.    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.

5.3.    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.

6.      Warranties and Disclaimers

6.1.    D&B and Customer each represent and warrant that: (i) it has the right to enter into the Order (ii) it has all necessary legal rights, title, consents and authority to disclose information (including Confidential Information and Personal 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.

6.2.    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.

6.3.    D&B represents and warrants that all Services will be performed with commercially reasonable care and skill by qualified individuals.

6.4.    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 will promptly remove such Unauthorized Code in the Software.

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

6.6.   D&B and Customer agree as follows with respect to Contact Information:

6.6.1.  Contact Information may not have been obtained directly from Data Subjects and Data Subjects may not have opted in or otherwise expressly consented to receiving direct marketing, nor has D&B scrubbed Contact Information against wireless suppression lists, Do-Not-Call lists or other opt out lists (other than its own).

6.6.2.  prior to using Contact Information for direct marketing or any other permitted purposes, Customer should check all applicable Privacy and Data Protection Law and shall be responsible for compliance with such applicable Privacy and Data Protection Law in connection with Customer’s use of the Contact Information.

6.6.3.  D&B may provide information regarding market-level compliance rules and restrictions (the “Compliance Insights”) to help facilitate transparency and Customer compliance, however, D&B expressly disclaims any liability for use of, or reliance on, any such Compliance Insights. D&B shall not be liable for any damages, losses, costs, claims, or expenses arising from use of the same.

6.6.4.  Contact Information that is Professional Data may only be used for the purpose of communicating or facilitating communication with an individual in relation to their employment, business or profession.

6.6.5.  It is Customer’s responsibility to observe any indicators D&B provides to Customer indicating that the Data Subject has expressly objected to receiving direct marketing (as well as Customer’s own and any applicable opt out lists) prior to sending any direct marketing to that Data Subject. Opt-out provisions and/or opt-out links in Customer’s marketing and sales materials shall not pertain to opting out of D&B’s marketing lists and/or databases. If Customer uses Contact Information in a manner that violates these requirements, D&B shall not be liable for any damages, losses, costs, claims or expenses arising from such use.

6.7. Customer warrants that: (i) its applicable privacy notice, privacy statement, or similar form of transparency statement for Data Subjects is up to date, accurate with respect to the Processing of Personal Data, and accessible; (ii) it provides applicable Data Subjects with the option to exercise Data Subject rights required under applicable Privacy Law; and (iii) it will timely honour Data Subject rights requests passed on by D&B. Customer further warrants that, to the extent required by applicable Privacy and Data Protection Law, it will provide to Data Subjects (whose Personal Data is Processed) applicable information, notices, or documentation about the Processing activities, and will obtain, as appropriate, necessary consents, authorizations or approvals from such Data Subjects (or from competent data protection authority or other regulator of privacy and data protection practices) and will comply, as appropriate, with further notice or transparency requirements.

6.8.  To the extent that Customer utilizes scores, ratings, rankings, indices, and analytics (the “Scores”) to make determinations regarding the granting of credit or insurance, Customer represents and warrants that it will not rely solely on the Scores to make its final decision of whether or not to grant or provide such credit or insurance.  Customer shall be responsible for using Scores in accordance with the intended purposes and limitations of such Scores as set forth in the D&B Transparency Statement as set forth in D&B’s analytics disclosures at https://www.dnb.com/en-us/why-dnb/our-analytics.

6.9 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 THE ORDER:

6.9.1 ALL SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS;

6.9.2 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

 6.9.3 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.

6.10 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 these 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.

6.11 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.

7.      Protection of Proprietary Rights

7.1.  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.  

7.2.    Neither party will use the trade names, trade-marks or service marks of the other party in any news release, publicity, advertising, or endorsement without the prior written approval of the other party.

7.3.    Confidentiality. The Recipient will treat all Confidential Information in the same manner as Recipient treats its own Confidential Information of a similar nature provided that: i) Recipient may share such information with its Representatives, with a need to know and/or in order to fulfill the obligations pursuant to 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.

7.4.    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.

8.      Termination

8.1.    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 Order on written notice if necessary to prevent any ongoing impairment of Intellectual Property Rights or proprietary rights.

8.2.    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.   

8.3.    Either party may terminate the Order immediately by notice in writing if the other party suffers an Insolvency Event.

8.4.    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.

9.      Limitation of Liability; Exclusions; Indemnification

9.1.    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.

9.2.    SUBJECT TO SECTION 9.1 ABOVE:

9.2.1         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.

9.2.2         EACH PARTY’S AND D&B’S THIRD PARTY PROVIDERS’ AGGREGATE LIABILITY WITH RESPECT TO THE ORDER WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE (INCLUDING IN EACH CASE NEGLIGENCE), WILL NOT EXCEED THE TOTAL AMOUNT PAID AND PAYABLE BY CUSTOMER UNDER THE ORDER DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH LOSS, DAMAGE, INJURY, COST OR EXPENSE OCCURRED.

9.3    Nothing in these General Terms & Conditions or in the Order 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.

9.4    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.

9.5    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.

9.6    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.

10.   Law and Jurisdiction

10.1.  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.

10.2.  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.

11.   Miscellaneous

11.1.  The Order constitutes the entire agreement between D&B and Customer regarding the Services.

11.2.  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.

11.3.  The Order binds and inures to the benefit of the parties and their successors and permitted assigns, except that neither party may assign the Order without the prior written consent of the other party; however, either party may assign the Order to any of its affiliated companies or in connection with a merger or consolidation (so long as the assignment is to the newly merged or consolidated entity) or the sale of substantially all of its assets (so long as the assignment is to the acquirer of such assets). Notwithstanding the foregoing, an assignment to a competitor of the non-assigning party will allow the non-assigning party to terminate the Order within sixty (60) days.

11.4.  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.

11.5.  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 these General Tems & Conditions or athe Order are cumulative and do not affect any other rights or remedies which either party may otherwise have at law.

11.6.  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.

11.7.   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.

11.8.  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.

11.9.  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.

11.10.  If paying by credit card, or in a manner similar to a credit card, the credit card terms set forth at the following URL apply  to this Order: https://www.dnb.com/en-us/utilities/credit-card-payment-terms.html

12. E-Commerce

The following additional set of terms apply to Customers who order or register for Services through a D&B e-Commerce platform (“E-Commerce Customers”):

A. Subscription-Based Products; Automatic Renewal:

12.1    UNLESS OTHERWISE STATED IN THE PRODUCT DESCRIPTION OR YOUR ELECTRONIC ORDER CONFIRMATION, D&B SERVICES PURCHASED ON A MONTHLY SUBSCRIPTION BASIS SHALL AUTOMATICALLY RENEW AT THE END OF THE INITIAL MONTH AND YOU WILL BE CHARGED THROUGH THE CURRENT BILLING METHOD YOU HAVE ON FILE, IN OUR DISCRETION, EITHER THE EXISTING MONTHLY SUBSCRIPTION FEE, OUR THEN-CURRENT MONTHLY SUBSCRIPTION FEE, OR SUCH OTHER AMOUNT AS IS LISTED ON THE APPLICABLE ORDER, UNLESS YOU CALL CUSTOMER SERVICE AT 866-584-0283 OR GOING TO MY.DNB.COM/LOGIN AND SELECTING “CANCEL RENEWAL” PRIOR TO THE END OF THE THEN-CURRENT TERM AND CANCEL YOUR SUBSCRIPTION RENEWAL.

12.2    UNLESS OTHERWISE STATED IN THE PRODUCT DESCRIPTION OR YOUR ELECTRONIC ORDER CONFIRMATION, D&B SERVICES PROVIDED PURSUANT TO AN ANNUAL OR MULTI-YEAR SUBSCRIPTION SHALL AUTOMATICALLY RENEW AT THE END OF EACH TERM FOR EITHER THE SAME DURATION AS THE ORIGINAL TERM OR ON AN ANNUAL, QUARTERLY, OR MONTH-TO-MONTH BASIS, AT OUR SOLE DISCRETION, AT EITHER THE EXISTING RATE, OUR THEN-CURRENT RATES, OR SUCH OTHER AMOUNT AS IS LISTED ON THE APPLICABLE ORDER, AND YOU WILL BE CHARGED THE APPLICABLE SUBSCRIPTION FEE FOR THE ENTIRE RENEWAL PERIOD (OR SUCH OTHER INSTALLMENT IDENTIFIED ON THE APPLICABLE ORDER), THROUGH THE CURRENT BILLING METHOD YOU HAVE ON FILE UNLESS YOU CALL CUSTOMER SERVICE AT 866-584-0283 OR GOING TO MY.DNB.COM/LOGIN AND SELECTING “CANCEL RENEWAL” PRIOR TO THE END OF THE THEN-CURRENT TERM AND CANCEL YOUR SUBSCRIPTION RENEWAL.

12.3    To the extent you have, during any subscription term, purchased an “add-on” to the particular D&B Service, you will be charged a pro-rated amount for such add-on for the remainder of the existing subscription term, and the add-on will thereafter be considered a part of the subscription for the base Service.  Upon automatic renewal, your add-on will renew in the same manner as, and for the same duration as, the base Service, and you will be charged the applicable price for the add-on along with the price for the base Service.

12.4    To the extent any Third Party Provider’s product or service (a “Third Party Service”) has been bundled or otherwise included with the D&B Services you have purchased, your right to use such Third Party Service will expire on the earlier of (i) the termination of your subscription to the D&B Services or (ii) the expiration or termination of our agreement with the applicable Third Party Provider.  In addition, to the extent we have resold or otherwise provided you with a Third Party Service other than through a bundle, your right to use such Third Party Service is subject to the applicable Third Party Provider’s terms relating to expiration, termination or cancellation.

We work with various Third Party Providers, including, without limitation, the third parties listed at the link below, in various collaborative capacities, including, in certain cases, the promotion and/or resale of various Third Party Services.  In addition, on occasion, we may bundle certain Third Party Services with some of our own Services for either no additional charge or for an additional charge.  You are not obligated to purchase or, if bundled, use the Third Party Services.  In connection with our collaboration with the Third Party Providers, we may provide your name and certain contact information to the Third Party Providers, and the Third Party Providers may thereafter contact you from time to time regarding the Third Party Services or to offer you other products or services as provided on their respective privacy policies and terms of service. Where applicable, in cases where we resell, bundle, or otherwise offer Third Party Services, either in connection with your purchase of a D&B Services or otherwise, your acceptance of these terms and conditions also signifies your agreement to, and acceptance of, the applicable Third Party Provider’s Terms of Service (including any terms relating to minimum purchase or subscription commitment and automatic renewal). Any Third Party Provider may further condition your use of the applicable Third Party Services upon your express acceptance of and agreement to the Third Party Provider’s terms. All Third Party Services are provided on an “as-is” basis.  We are not responsible for and do not endorse or accept any responsibility for the availability or content of any Third Party Services or any Third Party Provider websites, and make no guarantee or warranty of any kind, whether express or implied, statutory or otherwise with respect to the Third Party Services.

12.5    If particular Services have ceased to be offered by us to the marketplace at large, we reserve the right to either discontinue your subscription and close your account, continue provisioning you with the same Servicesor, if similar or comparable Services have been developed and are then being marketed, to then or at any time thereafter provision you with such replacement Services, Information and/or Software at either the existing rate or the then-current price. Where we have elected to continue provisioning the discontinued Services to you, we may charge you additional fees associated with the continued provision of such discontinued Services.  We further reserve the right to change, modify, suspend or discontinue all or any portion of the Website or any of our Services, in our sole discretion, at any other time and for any other (or no) reason and, in the case of Services, provide you, in our discretion, with (i) Services having similar or comparable features and functionality at either the existing rate or then-current price, or, (ii) where no similar or comparable replacement is available, provide you with a pro-rated refund.

12.6    If you choose to cancel subscription-based Services prior to the end of its subscription term, we will terminate your access to the Services, and depending on the specific Services, Information and/or Software and when you have cancelled your subscription, you may be entitled to a refund.  Any refunds will be issued by way of the same method of payment as the original payment.

12.7    Any cancellation or termination of a Service may result in a loss of search and/or usage histories and any customizations you may have made to the Service on the applicable Product dashboard, as well as a discontinuation of any D&B processes you may have initiated prior to cancellation or termination, such as trade reference submissions.  If the subscription for the Service is subsequently restored, you will need to reconfigure the Product dashboard or reinitiate any D&B processes, as applicable.

B. Accounts and Security:

12.8    To access and use many of the D&B Services you must access our Website and register with us to open an account. As part of the registration process, each user will submit his or her email address and select a password. You shall provide us with accurate, complete, and updated account information. Failure to do so shall constitute a breach of this agreement, which may result in immediate termination of your account. You agree that you will not (i) select or use the email address of another person with the intent to impersonate that person; (ii) use a name subject to the rights of any other person without authorization; (iii) use an email address that D&B, in its sole discretion, deems inappropriate or offensive; or (iv) breach any representation, warranty or promise made by you in this agreement regarding your account.  The terms of our Website Terms of Service and Privacy Notice are also applicable to your use of our Website and your account.

12.9    You agree to immediately notify us of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password. You shall be responsible for maintaining the confidentiality of your password. It is your sole responsibility to protect your password and not share your password with any other people. Accordingly, you understand and agree that you shall be liable for any activity performed by others using the Site, your email address and password. We are not responsible for any loss or damage arising from your failure to maintain the confidentiality of your password.

12.10   We may immediately terminate your account, or suspend your access to your account, in our sole discretion and, without notice, for conduct that we believe is: (i) illegal, fraudulent, harassing or abusive; (ii) a violation of this agreement or any other policies or guidelines posted by D&B; or (iii) harmful to other users, third parties, or the business interests of D&B.  Use of an account for illegal, fraudulent or abusive purposes may be referred to law enforcement authorities without notice to you. If you file a claim against D&B, or a claim which in any way involves D&B, then we may terminate your account. Upon termination of your account by us for any of the above-mentioned reasons, (a) you may not establish a new account for a period of one year (or such other duration as we may determine in our sole discretion) from the date of termination, (b) we will have no obligation to notify any third parties regarding such termination, and (c) you will be responsible for any damages that may result or arise out of termination of your account.

12.11   You may only use the Website and/or open an account if your applicable jurisdiction allows you to accept the terms set forth in this agreement in accordance with the acceptance procedures adopted by us.

C. Information You Provide to D&B:

12.12  To the extent you provide any data or information concerning yourself or your company as part of creating or operating an Account or purchasing and using Servicesor Products (“Submitted Information”), such as address, telephone numbers (including mobile), email addresses, logos, images, graphics, photographs, text, data, information such as trade references, requested updates to your company’s credit file, or other information you are able to provide within customizable or open fields, you represent and warrant that such Submitted Information is true, correct, and current, and that you have the right to possess, provide, and use all such Submitted Information.  All Submitted Information is subject to verification by D&B. Submitted Information may be reviewed and validated by D&B. D&B may contact a D&B Registered Company Officer to validate any submitted information. D&B cannot guarantee that any Submitted Information will be accepted, added to the company’s business credit file, or will impact a company’s scores and ratings. With respect to any Submitted Information relating to D&B Services, Products, Information and/or Software, you, not D&B, have sole responsibility for the accuracy, quality, completeness, appropriateness, and intellectual property ownership of, as well as any data protection obligations regarding, all such Submitted Information. By providing Submitted Information to us, you represent and warrant that the Submitted Information is not consumer information and relates to a business, and that such submission is accurate to your best knowledge, not confidential, and not in violation of any laws, rules or regulations, contractual restrictions, or other third party rights, and is not otherwise inappropriate, offensive, defamatory, harassing, libeling, invasive of another’s privacy, hateful, discriminatory or otherwise objectionable or in violation of applicable laws. In addition, D&B is not responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of the Submitted Information. You hereby grant a non-exclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicenseable, fully paid up and royalty-free right to D&B to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, and use and commercialize, in any way now known or in the future discovered, anything that Submitted Information, without any further consent, notice and/or compensation to you or any third parties. You acknowledge that such use and commercialization of the Submitted Information can be for marketing purposes, including third party marketing.

12.13  To the extent you upload (through a Software interface or otherwise), submit or otherwise provide information to D&B other than Submitted Information which relate to your customers, prospects, or vendors in connection with a D&B Services such as DNBi, D&B Credit, D&B Credit Reporter, D&B Finance Analytics, Business Listing, or Optimizer (the “Customer Data”), you represent and warrant that you have all requisite rights and permissions to do so.  For the avoidance of doubt, trade reference data and other information you provide in connection with your use of any D&B Services, Information and/or Software relating to your own business (including any online business directory) are not included within the definition of Customer Data.  You hereby grant D&B a license to store and use Customer Data for the purposes of providing the applicable D&B Services to you and as described in Section 8.3.  You are obligated to fully indemnify and hold D&B, its licensors and its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with a claim alleging that the provision of Customer Data to D&B infringes the rights of, or has caused harm to, a third party.

D. Your Consent to be Contacted:

12.14   BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU EXPRESSLY AUTHORIZE D&B TO CONTACT YOU IN ANY LAWFUL MANNER, INCLUDING THROUGH THE USE OF AUTOMATIC AND/OR COMPUTERIZED DIALING SYSTEMS AND PRE-RECORDED MESSAGE AND CALL TECHNOLOGIES, AND FOR ANY LAWFUL PURPOSE, INCLUDING, BUT NOT LIMITED TO, ACCOUNT SUPPORT OR TO INFORM YOU OF OR PROMOTE OR MARKET D&B PRODUCTS AND THIRD PARTY SERVICES WHICH D&B BELIEVES MAY BE OF INTEREST TO YOU, AND YOU HEREBY UNAMBIGUOUSLY AGREE AND EXPRESSLY CONSENT TO RECEIVE SUCH MAILERS, EMAILS, TEXTS AND TELEPHONE CALLS.

12.15   YOU EXPRESSLY CONSENT TO BE CONTACTED AT THE ADDRESSES, TELEPHONE NUMBERS (INCLUDING MOBILE OR WIRELESS NUMBERS), AND EMAIL ADDRESSES YOU PROVIDE TO D&B (EITHER VERBALLY OR WRITTEN) AS CONTAINED IN YOUR D&B SERVICES, INFORMATION AND/OR SOFTWARE. YOU REPRESENT AND WARRANT THAT ANY MOBILE OR WIRELESS TELEPHONE NUMBER YOU PROVIDE BELONGS TO YOU AND IS ASSOCIATED WITH A MOBILE DEVICE IN YOUR POSSESSION. YOU HEREBY AGREE TO NOTIFY D&B AT YOUR EARLIEST CONVENIENCE IF YOUR MOBILE OR WIRELESS TELEPHONE NUMBER CHANGES. SHOULD YOU HAVE ANY QUESTIONS ABOUT WHICH ADDRESSES, TELEPHONE NUMBERS OR EMAIL ADDRESSES YOU PROVIDED TO D&B FOR THE ABOVE, PLEASE REVIEW YOUR ACCOUNT INFORMATION IN YOUR PRODUCT DASHBOARD OR PLEASE CALL D&B AT 844-839-6862.

12.16   YOUR CONSENT TO THE TERMS OF THIS SECTION IS NOT REQUIRED, DIRECTLY OR INDIRECTLY, AS A CONDITION OF PURCHASING ANY GOODS OR SERVICES, INCLUDING INFORMATION OR SOFTWARE, FROM D&B.  SHOULD YOU NOT WISH TO CONSENT TO BEING CONTACTED FOR EITHER OR BOTH ACCOUNT SUPPORT OR PROMOTIONAL PURPOSES, OR TO REVOKE A CONSENT PREVIOUSLY GIVEN, YOU AGREE TO CONTACT US USING ONE OF THE FOLLOWING METHODS, OR ANOTHER METHOD THAT D&B HAS SPECIFIED, TO CLEARLY INFORM D&B OF YOUR DESIRE TO REVOKE CONSENT: BY CALLING 844-839-6862,  OR CLICKING Preference Center.

13. Free Trials

The following additional set of terms apply to Customers who register on dnb.com for a Free Trial of the Services and/or API Services on a trial basis free of charge until the end of the free trial period for which Customer registered to use the applicable Service(s) (“Free Trial Customers”), or for 90 days if not otherwise specified. Additional Free Trial terms and conditions may appear on the applicable dnb.com trial registration web page. Any such additional terms and conditions are incorporated into this Order by reference and are binding.

A. Territories:

13.1 The Services may only be used by you in the United States to support your U.S. business.

B. Access:

13.2    D&B may impose  limits on certain features or restrict your access to parts of or the entire Services in its  sole discretion and without notice or liability.

C. Your Consent to be Contacted:

13.3    BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU EXPRESSLY AUTHORIZE D&B TO CONTACT YOU IN ANY LAWFUL MANNER, INCLUDING THROUGH THE USE OF AUTOMATIC AND/OR COMPUTERIZED DIALING SYSTEMS AND PRE-RECORDED MESSAGE AND CALL TECHNOLOGIES, AND FOR ANY LAWFUL PURPOSE, INCLUDING, BUT NOT LIMITED TO, ACCOUNT SUPPORT OR TO INFORM YOU OF OR PROMOTE OR MARKET D&B PRODUCTS AND THIRD PARTY SERVICES WHICH D&B BELIEVES MAY BE OF INTEREST TO YOU, AND YOU HEREBY UNAMBIGUOUSLY AGREE AND EXPRESSLY CONSENT TO RECEIVE SUCH MAILERS, EMAILS, TEXTS AND TELEPHONE CALLS.

13.4    YOU EXPRESSLY CONSENT TO BE CONTACTED AT THE ADDRESSES, TELEPHONE NUMBERS (INCLUDING MOBILE OR WIRELESS NUMBERS), AND EMAIL ADDRESSES YOU PROVIDE TO D&B (EITHER VERBALLY OR WRITTEN) AS CONTAINED IN YOUR D&B SERVICES, INFORMATION AND/OR SOFTWARE. YOU REPRESENT AND WARRANT THAT ANY MOBILE OR WIRELESS TELEPHONE NUMBER YOU PROVIDE BELONGS TO YOU AND IS ASSOCIATED WITH A MOBILE DEVICE IN YOUR POSSESSION. YOU HEREBY AGREE TO NOTIFY D&B AT YOUR EARLIEST CONVENIENCE IF YOUR MOBILE OR WIRELESS TELEPHONE NUMBER CHANGES. SHOULD YOU HAVE ANY QUESTIONS ABOUT WHICH ADDRESSES, TELEPHONE NUMBERS OR EMAIL ADDRESSES YOU PROVIDED TO D&B FOR THE ABOVE, PLEASE REVIEW YOUR ACCOUNT INFORMATION IN YOUR PRODUCT DASHBOARD OR PLEASE CALL D&B AT 844-839-6862.

13.5    YOUR CONSENT TO THE TERMS OF THIS SECTION IS NOT REQUIRED, DIRECTLY OR INDIRECTLY, AS A CONDITION OF PURCHASING ANY GOODS OR SERVICES, INCLUDING INFORMATION OR SOFTWARE, FROM D&B.  SHOULD YOU NOT WISH TO CONSENT TO BEING CONTACTED FOR EITHER OR BOTH ACCOUNT SUPPORT OR PROMOTIONAL PURPOSES, OR TO REVOKE A CONSENT PREVIOUSLY GIVEN, YOU AGREE TO CONTACT US USING ONE OF THE FOLLOWING METHODS, OR ANOTHER METHOD THAT D&B HAS SPECIFIED, TO CLEARLY INFORM D&B OF YOUR DESIRE TO REVOKE CONSENT: BY CALLING 844-839-6862,  OR CLICKING Preference Center.

D. Restrictions:

13.6    Users shall not copy, download, upload or in any other way reproduce Information into or for use within any other system outside of the Service.

13.7   Unless authorized otherwise by D&B, your Free Trial is available for one (1) authorized user only.

E. If you have access to API Services as part of the Free Trial, the following terms also apply:

13.8.   The API Services may only be accessed and used within one application.  You have access to data at a rate of up to 5 Queries Per Second. You shall not perform or permit bulk/batch loads using any Software unless you have received D&B's prior written approval. D&B reserves the right to limit the volume of inquiries placed at any time.  You  also shall not robotically or otherwise automatically harvest data through any Software.  You will cooperate with and provide all necessary information and resources to assist D&B in providing the Service to you.

 

Schedule 1 to Dun & Bradstreet General Terms & Conditions

Definitions

"Adequate Protection” means a determination by an applicable government authority in a jurisdiction that the laws of another country, territory, or international organization provide essentially equivalent protection for Personal Data or other Regulated Data as the laws in that jurisdiction.

“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 in the areas of artificial intelligence law, Privacy and Data Protection Law, economic and trade sanctions, anti-corruption, and marketing and advertising, in each case as may be amended, modified, supplemented, or restated.

“Artificial Intelligence Technology” means machine-based systems that are designed to operate with varying levels of autonomy, and that can, for a given set of objectives, infer, from the input received, how to generate predictions, recommendations, content or decisions that influence physical or virtual environments, including, but not limited to, deep learning NLP algorithms, LLMs, small language models, generative AI systems, or any derivative technologies and applications, both as they exist today and as they may evolve in the future.

“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 related to people in their personal or household capacity.

“Contact Information” means information D&B collects and compiles relating to a person to enable communication and outreach which may include names, titles, phone, e-mail addresses and physical addresses.

“Contractor” means third parties provided with Information or accessing the Services solely to support Customer, and includes Customer’s Processors and sub-processors.

“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.

“Derivative Information” means any enhancements, modifications or derivative works from and of Information, in whole or in part (including in anonymized form).

“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 Data Protection Exhibit” means the agreement related to Privacy and Data Protection Law and protection of Personal Data and Regulated Data retained at http://www.dnb.co.uk/dpa as updated by D&B from time to time.

“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 business 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” means any data element, set of data elements, file, records, or other information that relates to an identified or identifiable Data Subject or any broader meaning set forth under Privacy and Data Protection Law.  Personal Data may include both Consumer Data and Professional Data.

“Privacy and Data Protection Law” means any applicable laws and regulations related to privacy (including electronic communications privacy), data protection, data governance, data security, cybersecurity, and operational resilience including implementing rules, guidelines and industry standards from time-to-time in force in a relevant jurisdiction, relating to the use and Processing of Personal Data including the European Union Regulation 2016/67 (GDPR), the UK GDPR, the EU Electronic Communications Privacy Directive, the EU Digital Operational Resilience Act or the financial sector (DORA) the China Personal Information Protection Law (PIPL), the China Data Security Law (DSL), the India Digital Personal Data Protection Act (DPDPA), the U.S. CAN-SPAM Act, the U.S. Telephone Consumer Protection Act (TCPA), the California Consumer Privacy Act (CCPA) and similar privacy and data protection laws in other jurisdictions.  Notwithstanding the foregoing, where a party is bound by sector specific laws and regulations, nothing in these General Terms & Conditions binds the other party to such law or regulations except as explicitly related to a party’s role as a Processor or other form of Contractor pursuant to the relevant law or regulations.     

“Processor” shall mean a person who processes Personal Data on behalf of a party.

“Process,” “Processed” or “Processing” means any operation, or set of operations, which is performed upon Personal Data, whether or not by automatic means, or the use of artificial intelligence, such as collection, recording, organization, storage, adaptation or alteration, retrieval, use, disclosure by transmission, or otherwise making available, alignment or combination, return or destruction.

“Professional Data” means data related to people in their employment, contractor, board membership, or other professional capacity, including data about sole proprietors.

“Regulated Data” means any data or information that is subject to specific requirements under Applicable Law, including Personal Data.

“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 the Order.

“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.

In construing this Agreement, the words “including”, “include”, and “includes” will be construed as if they were followed by the words ‘without limitation’.

 

Schedule II to Dun & Bradstreet General Terms & Conditions

Choice of Law and Jurisdiction

D&B Contracting Entity	Governing Law	Jurisdiction
Any member of D&B Americas	State of Florida (without giving effect to its conflicts of law principles)	State or federal courts located in Duval County, Florida
Any member of D&B UKI	England and Wales	Courts of England and Wales
Any member of D&B Europe	Laws of the country in which the D&B Europe contracting entity is domiciled	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