D&B Risk Management Decision Support Packet

LICENSE AGREEMENT

SCROLL DOWN TO READ THE TERMS OF THIS SOFTWARE AND INFORMATION LICENSE AGREEMENT (“AGREEMENT”) AND CLICK THE "PURCHASE" BUTTON AT THE END. BY CHECKING THE BOX NEXT TO "I HAVE READ AND AGREE TO THE TERMS OF USE" AND CLICKING THE "PURCHASE" BUTTON FOR THESE TERMS, OR BY USING ANY CONTENT MADE AVAILABLE THROUGH THIS SERVICE, YOU ACCEPT THESE TERMS AND CONDITIONS AS IF YOU HAD ORIGINALLY AGREED TO THEM IN A SIGNED WRITING. IF YOU DO NOT AGREE, D&B IS UNWILLING TO LICENSE THE DATA INTEGRATION TOOLKIT (“SOFTWARE”) AND INFORMATION (“INFORMATION”) TO YOU, AND YOU SHOULD CLICK ON "CANCEL" AND RECEIVE A REFUND OF ANY LICENSE FEE YOU HAVE PAID FOR THE SOFTWARE AND INFORMATION.

Information and Software are licensed by Dun & Bradstreet, Inc. (“D&B”) to You provided that You comply with the terms and conditions below. “You” or “Your” means the single end-user customer organization executing this Agreement.

1. License; Restrictions
       1.1    D&B grants to You a non-exclusive, non-transferable license ("License") to use and display the Information and Software (in object code format only) subject to the limitations contained in this Agreement. D&B retains all ownership rights (including copyrights and other intellectual property rights) in the Software and Information, in any form, and You obtain only such rights as are explicitly granted in this Agreement. Each License is for a term of twelve (12) months.
       1.2   Information and Software are licensed for internal use only by Your employees with a need to know. You will not provide Information, Software to others, whether directly in any media or indirectly through incorporation in a database, marketing list, report or otherwise, or use or permit the use of Information to generate any statistical, comparative, or other information that is or will be provided to third parties (including as the basis for providing recommendations to others); or voluntarily produce Information in legal proceedings.
       1.3   You will not attempt to access, use, modify, copy, reverse engineer, or otherwise derive the source code of Software.
       1.4   You will not use the Software or Information to engage in any unfair or deceptive practices and will use the Software and Information only in compliance with applicable state, local, federal or foreign laws or regulations
       1.5   You will not use Information as a factor in establishing an individual's eligibility for (i) credit or insurance to be used primarily for personal, family or household purposes; or (ii) employment. In addition, You will not use any Information to engage in any unfair or deceptive practices and will use the Information and Software only in compliance with all applicable local, state, federal and international laws, rules, regulations or requirements, including, but not limited to, laws and regulations promulgated by the Office of Foreign Asset Control, and/or those laws and regulations regarding telemarketing, customer solicitation (including fax advertising, wireless advertising and/or e-mail solicitation), data protection and privacy.
       1.6   Upon expiration or termination of a License with respect to particular Information or Software, or upon receipt of Software or Information that is intended to supersede previously obtained Software or Information, unless D&B instructs You otherwise, You will immediately delete or destroy all originals and copies of the Information and/or Software, as applicable; and upon request, provide D&B with a certification thereof.
       1.7   Upon reasonable notice and during regular business hours, You will permit D&B to inspect the locations at, or computer systems on which, Information and Software are used, stored or transmitted so that D&B can verify Your compliance with this Agreement.
       1.8   You shall not perform or permit bulk/batch loads using any Software unless it has received D&B's prior written approval. D&B reserves the right to limit the volume of inquiries placed at any time. You shall not tamper with, bypass or alter the Software's security features or attempt to do so. D&B reserves the right to monitor Your use of the Software to ensure compliance with this Agreement. If such monitoring indicates You are not in compliance with this Agreement, D&B reserves the right to take such action as it deems necessary, including, but not limited to, assessing additional charges for users or downloaded records in excess of the number authorized, or suspension or termination of Your account. You acknowledge that such monitoring of use may include determining whether or not the Software is accessed under the account from multiple IP addresses, as well as noting excessive use or users. Systematic access, automatic harvesting or extraction of Information, including the use of "bots" or "spiders", is prohibited.
2. D-U-N-S® Numbers
       2.1   D-U-N-S Numbers are proprietary to and controlled by D&B. D&B grants You 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 Your internal business use. Where practicable, You will refer to the number as a "D-U-N-S® Number" and state that D-U-N-S is a registered trademark of D&B.
3.  Disclaimer of Warranties
       3.1   Though D&B uses extensive procedures to keep its database current and to promote data accuracy, You acknowledges that the Information will contain a degree of error. D&B does not guarantee that the Information meets the requirements of any applicable federal, or state law, rule or regulation related to the use of contact Information (e.g. names, phone and facsimile numbers, email addresses) including but not limited to wireless suppression lists, the CAN-SPAM Act, and “Do Not Call” lists, and You shall be responsible for compliance with such laws in connection with its use of the Information. ALL SOFTWARE AND INFORMATION IS PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, D&B DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. D&B DOES NOT WARRANT THAT THE INFORMATION OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE AND DISCLAIMS ANY WARRANTY OR REPRESENTATION REGARDING AVAILABILITY OF INFORMATION OR SOFTWARE, SERVICE LEVELS OR PERFORMANCE. D&B WILL NOT BE LIABLE FOR ANY LOSS OR INJURY ARISING OUT OF, IN WHOLE OR IN PART, D&B'S CONDUCT IN COLLECTING, COMPILING, OR INTERPRETING INFORMATION.
4. Copyrights and Other Proprietary Rights
       4.1   Information and Software are proprietary works of D&B and comprise: (i) works of original authorship, including compiled Information containing D&B's selection, arrangement and coordination and expression of such Information or pre-existing material it has created, gathered or assembled; (ii) trade secret and other confidential information, including information that derives value or potential value from not being readily known or available; and (iii) information that has been created, developed and maintained by D&B at great expense, such that misappropriation or unauthorized use by others for commercial gain would unfairly and/or irreparably harm D&B or reduce D&B's incentive to create, develop and maintain such information. You will not commit or permit any act or omission that would contest or impair D&B's proprietary and intellectual property rights in Information and Software or that would cause the Information or Software to infringe the proprietary or intellectual property rights of a third party. You will reproduce D&B's copyright and proprietary rights legend on all copies of Information and Software.
       4.2   You shall not use any trademark, service mark, or trade name of D&B or any of its affiliated companies without D&B's prior written consent.
5. Termination
       5.1   In the event of breach by You, D&B may terminate this Agreement without prior notice.
       5.2   The provisions set forth in Sections 1 (excluding 1.1), 2, 3, 4, 5.2, 6, 7 and 8 shall survive the termination of this Agreement and shall continue in force in perpetuity.
       5.3   If, without D&B's written permission or as permitted hereunder, You continues after termination to obtain, retain or continue to use Information, or Software, then in addition to any other remedies available to D&B for such breach of the Agreement, You will be liable to D&B for the undiscounted fees in effect on the date of such termination.
6. LIMITATIONS OF LIABILITY
       6.1   EXCEPT FOR CLAIMS ARISING OUT OF VIOLATIONS OF SECTIONS(S) 1 OR 4, EACH PARTIES' LIABILITY WILL NOT EXCEED FIVE THOUSAND DOLLARS ($5,000.00). ANY CLAIMS WILL BE BROUGHT, IN ACCORDANCE WITH THIS AGREEMENT, WITHIN 12 MONTHS OF THE FIRST OCCURRENCE GIVING RISE TO SUCH CLAIMS, OR SUCH CLAIMS WILL BE FOREVER BARRED.
       6.2   D&B SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. Choice of Law
       7.1   The laws of the State of New Jersey (without giving effect to its conflicts of law principles) govern all matters, including tort claims, arising out of or relating to this Agreement, including, without limitation, its validity, interpretation, construction, performance, and enforcement. Any disputes arising out of this Agreement that cannot be resolved by the parties will be brought in state or federal court located in Newark, New Jersey. You will pay all costs and expenses, including reasonable attorneys' fees, that D&B incurs in any action to enforce Your obligations under this Agreement.
8. Miscellaneous
       8.1   This Agreement contains the entire agreement between D&B and You, and supersedes all written or oral agreements, representations, negotiations or arrangements between the parties relating to the subject matter herein. You may not assign or transfer this Agreement or any rights granted herein without the prior written consent of D&B, and any attempt at such assignment or transfer without D&B's prior written consent shall be void.
       8.2   Third parties that provide information, software or services to D&B for use in providing the Information are entitled to the benefits and protections of Sections 3 and 6 to the same extent as D&B. This Agreement is not intended to, nor may be deemed to create any rights of enforcement in any person who is not a signatory to this Agreement.