MyD&B Mobile Application End User License Agreement
Introduction
This End User License Agreement (the "Agreement") is a binding agreement between you ("User" "You", “Licensee”) and Dun & Bradstreet, Inc. (“Dun & Bradstreet”, “Licensor", “our”, “we”). This Agreement governs your download, installation, and access to the Dun & Bradstreet mobile application for Apple iOS or Google Android operating systems including all related documentation (“Documentation”) (collectively, the “MyD&B Mobile App", "Application", “App”, “Software”). Dun & Bradstreet reserves the right to change or modify any of the terms and conditions contained in the Agreement without notice and all such revisions are effective immediately upon posting and apply to all access to and continued use of the Application.
BY DOWNLOADING/INSTALLING/USING THE APPLICATION, YOU:
- (A) ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THIS AGREEMENT;
- (B) YOU REPRESENT AND WARRANT THAT YOU ARE THE LEGAL AGE OF MAJORITY UNDER APPLICABLE LAW TO FORM A BINDING CONTRACT WITH US; AND,
- (C) YOU AGREE IF YOU ACCESS THE APPLICATION FROM A JURISDICTION WHERE IT IS NOT PERMITTED, YOU DO SO AT YOUR OWN RISK. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD/INSTALL/USE THE APPLICATION.
Authorized Users; License Grant
Dun & Bradstreet grants you a non-exclusive, non-assignable, non-transferable, limited and revocable license to download, install, and use the Application for your internal business purposes within the United States and certain U.S. territories only, according to the provisions contained herein, solely for the intended purposes of the Software as set forth herein. If you use the Application from locations outside of the United States, you are doing so on your own initiative and are responsible for compliance with applicable laws and regulations regarding your access or use of the Application.
The Application is intended for general business purposes and is not targeted toward children under seventeen (17) years of age.
You agree that you have no right, power, or authority to make any modifications to or unauthorized copies of the Software. You may download one (1) copy of the Software for each device, computer, or workstation on which the Software is installed. You agree not to use the App for any commercial purpose or the benefit of any third party or any manner not permitted by the licenses granted hereunder.
No Assignment; No Transfer
You agree not to transfer, rent, lease, lend, sell, sublicense, assign, distribute, publish, or otherwise make available the Application or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time. Furthermore, you agree not to transfer or assign the Software and/or this Agreement to another party without the prior written consent of Licensor, which consent shall be at Licensor's sole and absolute discretion. If such consent is given and you transfer or assign the Software and/or this Agreement, then you must at the same time either transfer any copies of the Software and Documentation to the same party or destroy or return to Licensor any such materials not transferred. Except as set forth above, you may not transfer or assign the Software or rights under this Agreement.
No Modification; No Reverse Engineering; No Unlawful or Unauthorized Use
You agree not to modify, remove, adapt, translate, dissemble, integrate, reverse engineer, decompile, disassemble, or decode, attempt to gain access to the source code of the Application, or any of the software embedded or included therein or otherwise create derivative works of the Software or software embedded included therein or assist someone in performing such prohibited acts. You shall not remove, disable, circumvent, or otherwise create or implement any workaround to any copyright protection, rights management, or to defeat or overcome any encryption technology or security measures implemented by Dun & Bradstreet with respect to the Application, any Dun & Bradstreet platform or any of the Dun & Bradstreet products and/or data transmitted, processed, or stored by Dun & Bradstreet. We reserve the right to refuse to provide you access to the App at our sole discretion.
Title
You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. Dun & Bradstreet and its licensors and service providers reserve and shall retain their entire right, title and interest in and to the Application, including all copyrights, trademarks and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
You agree that Licensor owns and holds all right, title, and interest to the Software, including any intellectual property rights, and any Documentation, and all subsequent copies thereof regardless of the form or media. By using the App, you agree to not remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Application, including any copy thereof. Furthermore, all title, ownership rights, and intellectual property rights in the Software and any Documentation shall remain with Licensor, including all corrections, enhancements, or other modifications made thereto. The Software and any Documentation are protected by copyright and other intellectual property laws and by international treaties. All rights not expressly granted to You under this Agreement are reserved by Licensor for itself, or as the case may be, for its parents, subsidiaries, affiliates, partners, licensors, and third party providers.
User Content
The Application may provide you with the opportunity to create, submit, post, display, transmit, publish, distribute, or broadcast content and materials to us or in the Application, including but not limited to text, writings, video, audio, photographs, graphics, comments, feedback, or personal data or other material (collectively, "Content") in accordance with the MyD&B Account Terms. You are responsible for your use of the Application and for any Content you provide, including compliance with applicable laws, rules, and regulations.
Collection and Use of Your Information
You acknowledge that when you download, install or access the Application, Dun & Bradstreet may use automatic means (including, for example, cookies and web beacons) to collect information about you or your Mobile Device and about your use of the Application in accordance with our Supplemental Privacy Statement.
Updates
Dun & Bradstreet may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Dun & Bradstreet has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either:
- (a) the Application will automatically download and install all available Updates; or
- (b) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Application;
- (b) you may receive notice of or be prompted to download and install available Updates.
You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.
Term and Termination
The term of Agreement commences when you download/install the Application and will continue in effect until terminated as provided herein (the "Term"). You may terminate this Agreement by deleting the Application and all copies thereof from your Mobile Device. Dun & Bradstreet may terminate this Agreement at any time without notice if it ceases to support the Application, which Dun & Bradstreet may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. Upon termination, all rights granted to you under this Agreement will also terminate and you must cease all use of the Application and delete all copies of the Application from your Mobile Device and account. Termination will not limit any of Dun & Bradstreet's rights or remedies at law or in equity.
External Services
The Application may enable access to third-party services and websites (collectively and individually, "External Services"). You agree to use the External Services at your sole risk. Licensor is not responsible for examining or evaluating the content or accuracy of any third-party External Services, and shall not be liable for any such third-party External Services. You will not use the External Services in any manner that is inconsistent with the terms of this Agreement or that infringes the intellectual property rights of Licensor or any third party. You agree not to use the External Services to harass, abuse, stalk, threaten or defame any person or entity, and that Licensor is not responsible for any such use. To the extent you choose to use such External Services, you are solely responsible for compliance with any applicable laws. Licensor reserves the right to change, suspend, remove, disable or impose access restrictions or limits on any External Services at any time without notice or liability to you.
Disclaimer of Warranties
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK. Dun & Bradstreet does not warrant the accuracy, completeness, or timeliness of the Application. THE APPLICATION IS PROVIDED TO LICENSEE "AS IS" AND “AS AVAILABLE,” WITH ALL FAULTS AND DEFECTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, DUN & BRADSTREET, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, DUN & BRADSTREET PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL BE UNINTERUPPTED OR ERROR-FREE, MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED OR THAT THE APPLICATION IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DUN & BRADSTREET OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF DUN & BRADSTREET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. YOUR SOLE REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE APPLICATION IS TO DISCONTINUE ANY USE OF THE APPLICATION.
Indemnification
You agree to indemnify, defend and hold harmless Dun & Bradstreet and its officers, directors, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to your use or misuse of the Application or your breach of this Agreement. Furthermore, you agree that Dun & Bradstreet assumes no responsibility for the content you submit or make available through this Application.
Severability
In the event any provision of this Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any of the remaining provisions shall not in any way be affected or impaired.
Governing Law
This Agreement is governed by and construed in accordance with the laws of the State of Florida, without giving effect to any choice or conflict of law provision, principle, or rule and notwithstanding your domicile, residence, or physical location. Any action or proceeding arising out of or relating to this Application and/or under this Agreement will be instituted in the state of Florida, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.
Waiver
No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.
Entire Agreement
This Agreement, along with the Supplemental Privacy Statement constitute the entire agreement between the parties with respect to download, installation, and access to use of the Application, and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application. Additional terms and conditions must be agreed to by the parties for access to use of the solutions and features within the Application.
Each of the parties acknowledge that they are not relying on any statements, warranties or representations given or made by any of them in relation to the subject matter of this Agreement, save those expressly set out in this Agreement, and that they shall have no rights or remedies with respect to such subject matter otherwise than under this Agreement save to the extent that they arise out of the fraud or fraudulent misrepresentation of another party. No variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of Dun & Bradstreet.
Nothing in this Agreement should be interpreted to restrict third-party terms, including Apple Media Services Terms and Conditions and/or Google Play Terms of Service. You must ensure that you comply with applicable third-party terms and conditions.