Website Terms of Service
Welcome to the website of Dun & Bradstreet Emerging Businesses (together with all subdomains, including those relating to our directories, and related sites, the “Site“). These Website Terms of Service (the “Terms”) govern your use of the information, tools, features, and functionality provided through the Site and constitute an agreement concerning your legal rights and obligations with respect to Dun & Bradstreet, its affiliates and subsidiaries (individually and collectively, “we,” “us,” “our,” “D&B,” or “Dun & Bradstreet”), and our third party suppliers and marketing partners (our “Third Party Suppliers” or “Third Party Partners”). Please read these Terms carefully before using the Site or opening a D&B account (“Account“). Your rights and obligations concerning your purchase and/or use of the products, services, information, or software offered by us (collectively, the “D&B Products”) are governed by the terms of our Product License Agreement, located at https://www.dnb.com/utility-pages/terms-service-phoenix.html
These Terms were last updated on August 8, 2017.
BY USING THE SITE OR OPENING AN ACCOUNT, YOU SIGNIFY YOUR IRREVOCABLE ACCEPTANCE OF THESE TERMS. If you do not agree with these Terms, you may not visit or use the Site or open an Account.
We reserve the right to refuse to provide you access to the Site or to allow you to open an Account for any reason.
Any reference in these Terms to “our consent” or “D&B’s consent” refers to the written consent of a duly authorized representative of Dun & Bradstreet.
Limited License; Restrictions on Use
We grant you a limited license to access and use the Site and your Account for your personal, internal use, subject to all the terms and conditions of this Agreement. However, this license does not allow you to make any commercial use or any derivative use of the Site (including any of its individual elements or content). You may not use, frame or utilize framing techniques to enclose the Site, or any individual element or materials within the Site or create a link to the Site accessing such elements or materials, including without limitation, D&B’s trademarks, logos or other proprietary information (including any Materials (defined below), the content of any text, or the layout and design of any page or form contained on a page) without our prior written consent. Further, you may not use any circumvention tools, meta tags or any other “hidden text” utilizing a D&B name, trademark, URL, or product name without our prior written consent.
No part of the Site may be reproduced, modified, or distributed in any form or manner without our prior written permission; provided no such permission is necessary in connection with the fair use of excerpts of freely available (i.e., available to any visitor to the Site without any requirement of registration or payment of fees) factual information on the Site regarding descriptions of D&B and its products and services, and provided such use is in accordance with United States copyright laws. You may not robotically or otherwise automatically harvest, scrape, extract, copy, access or collect any information or data from the Site.
Accounts and Security
To use aspects of the Site, you must 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 these Terms, 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 these Terms regarding your Account.
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.
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 these Terms 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.
You may only use the Site and/or open an Account if your applicable jurisdiction allows you to accept the terms set forth in these Terms in accordance with the acceptance procedures adopted by us.
Information You Provide to Us
To the extent you provide any data or information concerning yourself as part of using the Site or creating or operating an Account (“Submitted Information”), such as address, telephone numbers (including mobile), and email addresses, you represent and warrant that such Submitted Information is true, correct, and current, that you have the right to possess and use all such data, and that such submission is to your best knowledge not confidential and not in violation of any laws, contractual restrictions, or other third party rights. In addition, we are not responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of the information you submit. You hereby grant a non-exclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicenseable, fully paid up and royalty-free right to us 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 you submit to us, without any further consent, notice and/or compensation to you or any third parties. You agree that D&B may, without identifying you as the source of such information, use Submitted Information to create, update, merge, analyze, maintain or enhance its database of business records, which business records are used to create, and are included within, the D&B Products made commercially available by D&B and its affiliates.
Your Consent to be Contacted
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.
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.
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, EMAILING firstname.lastname@example.org, OR CLICKING https://www.dandb.com/communication-preferences/.
THE SITE AND THE INFORMATION, TOOLS, FEATURES, AND FUNCTIONALITY PROVIDED THROUGH THE SITE, INCLUDING BUT NOT LIMITED TO ANY ONLINE BUSINESS DIRECTORY (THE “SITE MATERIALS“) ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. ALL STATUTORY AND OTHER IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS ARE HEREBY DISCLAIMED INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE OR FROM D&B’S CONDUCT IN COLLECTING, COMPILING, OR INTERPRETING ANY DATA OR INFORMATION. NEITHER WE NOR OUR THIRD PARTY SUPPLIERS MAKE ANY WARRANTY AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF THE SITE OR ANY SITE MATERIALS PROVIDED ON THE SITE OR ON THE ONLINE BUSINESS DIRECTORY. NEITHER WE NOR OUR THIRD PARTY SUPPLIERS WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SITE OR THE SITE MATERIALS AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SITE, THE SITE MATERIALS, OR THE DELIVERY THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SITE OR THE SITE MATERIALS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SITE REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, DUN & BRADSTREET, ITS AFFILIATES, THIRD PARTY SUPPLIERS, LICENSORS AND BUSINESS PARTNERS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES AND AGENTS, (COLLECTIVELY, THE “RELATED PARTIES“) SHALL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, FOR (I) ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, LOST DATA, LOST REVENUES, AND LOSS OF BUSINESS OPPORTUNITY, EVEN IF DUN & BRADSTREET AND/OR ANY OF THE RELATED PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (II) THE USE OR THE INABILITY TO USE THE SITE OR ANY OF THE D&B PRODUCTS, OR (III) THE COST OF PROCURING SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY. WITHOUT LIMITING THE FOREGOING, IN NO CASE SHALL THE ENTIRE LIABILITY OF DUN & BRADSTREET OR ANY OF THE RELATED PARTIES TO YOU OR ANY THIRD PARTY EXCEED THE AMOUNT THAT YOU PAID TO DUN & BRADSTREET OR ITS DESIGNEES FOR THE APPLICABLE D&B PRODUCT DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF LOSS OR $5,000, WHICHEVER IS GREATER.
YOUR SOLE REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SITE IS TO TERMINATE YOUR ACCOUNT AND DISCONTINUE ANY USE OF THE SITE.
Some jurisdictions do not allow the limitation of liability, so the foregoing limitation may not apply to you. In such states or jurisdictions, the liability of D&B and its Related Parties shall be limited to the fullest extent permitted by law.
Links to Third Party Sites
The third-party links provided throughout the Site will let you leave the Site. These links are provided as a courtesy only, and the sites they link to are not under our control in any manner whatsoever and are not otherwise covered by these Terms. Therefore, we are in no manner responsible for the contents of any such linked site or any link contained within a linked site, including any changes or updates to such sites. We are providing these links merely as a convenience, and the inclusion of any link does not in any way imply or express affiliation, endorsement or sponsorship by D&B of any linked site and/or any of its content therein.
Rights of Third Parties
Each Third Party Supplier and Related Party is a third party beneficiary of these Terms. These Terms are not intended to, nor may be deemed to create any rights of enforcement by, any other party.
The license for use of the Site is effective until terminated. This license will terminate if you fail to comply with any of the terms and conditions of these Terms. In such event, no notice shall be required by us to effect such termination. We also reserve the right to change, modify, suspend or discontinue all or any portion of the Site, in our sole discretion, at any time and for any or no reason. We may also impose limits on certain features or restrict your access to parts of or the entire Site in our sole discretion and without notice or liability.
Use of the Site
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials (“Content“), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not us, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Site. We do not control all of the Content posted on the Site and, as such, do not guarantee the accuracy, integrity or quality of any of the Content posted on the Site by third parties. You understand that by using the Site, you may be exposed to Content that you may consider offensive, indecent or objectionable. Under no circumstances will we be liable in any way for any Content posted onto the Site by third parties, and will also not be liable any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available on the Site.
You agree not to:
- upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
- use the Site to harm minors in any way;
- use the Site to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Site;
- remove any proprietary notices from the Site;
- cause, permit or authorize the modification, creation of derivative works, or translation of the Site without our prior written permission;
- use the Site for any commercial purpose or the benefit of any third party or any manner not permitted by the licenses granted herein;
- use the Site for fraudulent purposes;
- attempt to decompile, reverse engineer, disassemble or hack the Site or any of the software embedded or included therein, or to defeat or overcome any encryption technology or security measures implemented by D&B with respect to the Site, or any of the D&B Products and/or data transmitted, processed or stored by D&B;
- harvest or collect any information about or regarding other Account holders, including, but not limited to any personal data or information;
- upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights (“Rights“) of any party;
- upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
- upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Site are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges;
- interfere with or disrupt the Site or servers or networks connected to or operated with the Site, or disobey any requirements, procedures, policies or regulations of networks connected to or operated with the Site;
- use the Site to intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
- use the Site to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
- use the Site to “stalk” or otherwise harass another; and/or
- use the Site to collect or store personal data about other users in connection with the prohibited conduct and activities set forth above.
You acknowledge and agree that by posting any Content on, through or in connection with D&B, including without limitation, its services, products, websites, affiliates, partners, Third Party Services, or employees, you are granting D&B a limited license to use, modify, delete, publicly display, reproduce or distribute such content and your association with such content, which may include name and likeness, solely on, through or in connection with D&B and its various websites and mobile platforms.
You acknowledge that we may or may not pre-screen Content, but that we and our designees shall have the right (but not the obligation) in our sole discretion to pre-screen, refuse, or move any Content that is available on the Site. Without limiting the foregoing, we and our designees shall have the right to remove any Content that violates these Terms or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by us or submitted to us, including without limitation information in D&B message boards, directories, and in all other parts of the Site.
You acknowledge, consent and agree that we may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of D&B, its users and the public.
You understand that the technical processing and transmission of the Site, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
Violation of These Terms by Others
If you believe a user on the Site has violated these Terms, please contact us at 844-839-6862.
Your Representations and Warranties
In addition to representations and warranties you have made elsewhere in these Terms, you represent and warrant as follows:
- you possess the legal right and ability to agree to and comply with these Terms, and are duly authorized to act for any business on behalf of whom you are acting when interacting with us or as to whom you are providing Submitted Information;
- you will use the Site for lawful purposes only and in accordance with these Terms and all applicable laws, regulations and policies; and
- you will only use the Site on a computer and/or mobile phone on which such use is authorized by the computer’s and/or mobile phone’s owner.
You agree to indemnify, defend and hold harmless D&B and each Related Party (collectively, the “Indemnified Parties“), at your expense, against any and all claims, actions, proceedings, and suits and all related liabilities, losses, damages, judgments, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees and other dispute resolution expenses) (“Claim”) incurred by any Indemnified Party arising out of or relating to your (i) violation or breach of any of these Terms or any policy or guidelines referenced herein, (ii) use or misuse of the Site, (iii) your violation of any law, rule, regulation or rights of others in connection with your use of the Site, (iv) your use or disclosure of another person’s personal, financial or credit information or (v) infringement, violation or misappropriation of any copyright, trade secret, or any other intellectual property rights or the violation of any property or privacy right arising from any of the Content that you post on the Site.
If any provision of these Terms is deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
Copyright; Protection of Proprietary Rights
The Site includes copyrighted and copyrightable materials, including, without limitation, the D&B trademark, logo, design, text, graphics, forms and any other applicable materials, including the selection and arrangement of such elements (collectively, the “Materials“). In addition, the entire Site is copyrighted as a collective work under the United States and other copyright laws. D&B holds the copyright in the collective work. The collective work includes works that are licensed to D&B by its Third Party Suppliers. The collective work may also include works that are the property of D&B’s licensors, which are also protected by copyright and other intellectual property laws.
All trademarks, service marks, logos, trade names, and any other proprietary designations of Dun & Bradstreet used herein are trademarks or registered trademarks of D&B. Any other trademarks, service marks and trade names are the trademarks or registered trademarks of their respective parties.
Infringement of Your Copyrights
If you believe that any content on the Site infringes upon any of your intellectual property rights, please contact us at email@example.com. D&B has registered an agent with the U.S. Copyright Office in accordance with the terms of the Digital Millennium Copyright Act (the “DMCA”) and avails itself of the protections under the DMCA. In order for us to assist you accordingly, please provide your name, the work you believe has been infringed along with any relevant registration numbers, identification of the work on the Site that you believe infringes your work, your contact information, confirmation that you have a good faith belief that the material you are concerned about was not authorized by the rights owner, confirmation that the information you are submitting to D&B is accurate and under penalty of perjury you are authorized to act on behalf of the rights holder, and your signature where applicable.
If you have any questions or concerns about these Terms or any issues raised in these Terms or on the Site, please contact us at 844-839-6862.
Under California Civil Code Section 1789.3, certain residents of California who hold an Account may be entitled to certain specific information. If you are unable to receive the information you are seeking, or resolve a complaint you may have regarding the services available through the Site, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite North 112, Sacramento, California 95834, or by telephone at 800-952-5210.
Dispute Resolution and Arbitration; Governing Law
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS RIGHTS THAT YOU MAY OTHERWISE HAVE. IT PROVIDES FOR RESOLUTION OF DISPUTES THROUGH MANDATORY ARBITRATION WITH A FAIR HEARING BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY OR THROUGH A CLASS ACTION OR REPRESENTATIVE PROCEEDING.
THE ENFORCEABIITY OF THIS AGREEMENT IS GOVERNED BOTH PROCEDURALLY AND SUBSTANTIVELY BY THE FEDERAL ARBITRATION ACT, 9 U.S.C. SECTIONS 1-9 (“FAA”), TO THE MAXIMUM EXTENT PERMITTED BY LAW. WITH THAT EXCEPTION, THESE TERMS WILL BE SUBSTANTIVELY CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY.
(a) Arbitration Terms. You agree that any dispute or claim arising out of or in any way relating to these Terms (whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory) will be resolved by binding arbitration.
(i) Arbitration Procedures. Before commencing arbitration you must first present any claim or dispute to us in writing to allow us the opportunity to resolve the dispute. If the claim or dispute is not resolved within 60 days, you may request arbitration by serving a completed Commercial Demand for Arbitration Form on us and the American Arbitration Association (“AAA“). You can contact the AAA at 800-778-7879 or www.adr.org. The arbitration shall be conducted by the AAA in accordance with its Commercial Arbitration Rules, and, when deemed appropriate by the arbitrator, the AAA’s Supplementary Procedures for Consumer-Related Disputes, except as expressly set forth in these Terms. There shall be one arbitrator who will be a licensed attorney or a former judge and will have at least 10 years of legal experience in the resolution of commercial disputes. The arbitrator shall be chosen by written mutual agreement of the parties. If, after 7 days, you and we are unable to agree upon an arbitrator, the AAA will appoint the arbitrator. The arbitrator shall apply the substantive law of the state of California, without giving effect to its conflict of law provisions. All face-to-face proceedings shall take place in the State of New Jersey.
(ii) Award. Arbitration is final and binding. In making any award, the arbitrator will be restricted by the “Limitation of Liability” provision in these Terms and will not have jurisdiction to make an award to any party to the arbitration contrary to the “Limitation of Liability” provision. You expressly agree that the rulings of the arbitrator, including any award, shall be binding, non-reviewable and non-appealable.
(iii) Confidentiality. Any arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. Any party shall have the right to prevent any actual or threatened breach of this confidentiality provision by temporary, preliminary or permanent injunctive or declaratory relief.
(iv) Costs of Arbitration. The party requesting arbitration must pay the applicable AAA filing fee. Each party shall pay its own expenses of the arbitration, including the expense of its own counsel, witnesses, and presentation of evidence at the arbitration. If any party files a judicial or administrative action asserting a claim that is subject to arbitration and another party successfully stays such action or compels arbitration, the party filing that action must pay the other party’s costs and expenses incurred in seeking such stay or compelling arbitration, including reasonable attorneys’ fees.
(b) Waiver of Jury and Class Action and Other Representative Proceeding. THE PARTIES EXPRESSLY AGREE THAT THERE SHALL BE NO JURY TRIAL OR RIGHT TO A JURY TRIAL, OR RIGHT TO ANY OTHER PROCEEDING TO RESOLVE ANY DISPUTE IN ANY COURT. THE PARTIES ALSO EXPRESSLY AGREE THAT ANY DISPUTE IS PERSONAL TO THEM, AND ANY SUCH DISPUTE SHALL ONLY BE RESOLVED BY AN INDIVIDUAL ARBITRATION. NEITHER PARTY AGREES TO CLASS ARBITRATION OR ARBITRATION WHERE A PERSON BRINGS A DISPUTE AS A REPRESENTATIVE OF ANY OTHER PERSON OR PERSONS. NEITHER PARTY AGREES THAT A DISPUTE CAN BE BROUGHT AS A CLASS OR REPRESENTATIVE ACTION OUTSIDE OF ARBITRATION, OR ON BEHALF OF ANY OTHER PERSON OR PERSONS. THE PARTIES AGREE THAT A DISPUTE MAY ONLY BE RESOLVED THROUGH AN INDIVIDUAL ARBITRATION AND SHALL NOT BE BROUGHT AS A CLASS ARBITRATION, A CLASS ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING.
We reserve all rights not expressly granted herein. These Terms bind and inure to the benefit of the parties and their successors and permitted assigns, except that you may not assign these Terms (including directly, indirectly, by operation of law, through a direct or indirect change in control, or otherwise) without our prior written consent. Nothing in these Terms shall constitute a partnership or joint venture between you and D&B. Our failure at any time or times to require performance of any provision hereof shall in no manner affect our right at a later time to enforce the same unless the same is waived in writing. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are expressly disclaimed. These Terms constitute the final, complete and exclusive agreement with respect to the Site and your Account and may not be contradicted, explained or supplemented by evidence of any prior or contemporaneous agreement. All prior agreements, both oral and written, between the parties on the matters contained in these Terms are expressly cancelled and superseded by these Terms. Any amendments of or waivers relating to these Terms must be in writing signed by a duly authorized representative of Dun & Bradstreet.
SPECIAL PROVISION APPLICABLE ONLY TO PURCHASES OF D&B PRODUCTS MADE PRIOR TO JANUARY 23, 2013 FROM OUR AFFILIATE DUN & BRADSTREET CREDIBILITY CORP.
Dun & Bradstreet Credibility Corp. reserves all rights not expressly granted herein. Dun & Bradstreet Credibility Corp. may modify these Terms of Service at any time by posting the revised Terms of Service on the Site. Your continued use of the Site shall constitute your acceptance of such revised Terms of Service. You may not assign any rights granted to you hereunder. Nothing in these Terms of Service shall constitute a partnership or joint venture between you and Dun & Bradstreet Credibility Corp. The failure of Dun & Bradstreet Credibility Corp. at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing. These Terms of Service shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are expressly disclaimed. Any legal proceeding arising out or relating to these Terms of Service against or relating to Dun & Bradstreet Credibility Corp. or any Indemnified Party under these Terms of Service will be subject to the exclusive jurisdiction of any state or federal court sitting in Los Angeles, California and you irrevocably consent to the jurisdiction of such courts. Notwithstanding the foregoing, you agree that, in the event any dispute or claim arises out of or relating to your use of the Site, that you and Dun & Bradstreet Credibility Corp. will attempt in good faith to negotiate a written resolution of the matter directly between the parties. You agree that if the matter remains unresolved for forty-five (45) days after notification (via certified mail or personal delivery) that a dispute exists, all parties shall join in mediation services in Los Angeles, California with a mutually agreed mediator in any attempt to resolve the dispute. Should you file any arbitration claims, or any administrative or legal actions without first having attempted to resolve the matter by mediation, then you agree that you will not be entitled to recover attorney’s fees, even if you would otherwise be entitled to them. The terms set forth in these Terms of Service and any agreements included or referred to in these Terms of Service constitute the final, complete and exclusive agreement with respect to the Site and may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms. The information and advice provided by Dun & Bradstreet Credibility Corp. and its credit advisors during business credit counseling sessions is provided “as-is.” Dun & Bradstreet Credibility Corp. makes no representations or warranties, express or implied, with respect to such information and the results of the use of such information, including but not limited to implied warranty of merchantability and fitness for a particular purpose. Neither Dun & Bradstreet Credibility Corp. or any of its parents, subsidiaries, affiliates or their respective partners, officers, directors, employees or agents shall be held liable for any damages, whether direct, indirect, incidental, special or consequential, including but not limited to lost revenues or lost profits, arising from or in connection with a business’s use or reliance on the information or advice given during any counseling session.