This Trial Order takes effect when you click "Agree". This Trial Order is
between Dun & Bradstreet, Inc. ("D&B") and the entity named in the registration
completed by you ("Company"). In consideration of the mutual obligations set forth in this
Trial Order, the sufficiency of which is hereby acknowledged, each party agrees to the terms
and conditions below:
1. Non-Production Trial Service: D&B hereby
grants a limited, revocable, non-exclusive, non-assignable and non-transferable right and
license ("License") to Company to use the D&B Direct API services ("Services"), but
without access to D&B's production databases, solely for the internal purpose of testing
the API functionality, familiarizing itself with the Services and to understand their uses
and applications ("Trial Purposes").
2. Restrictions: Company may not make any commercial
or production use of the Services whatsoever. Company may not copy or otherwise reproduce
any part of the Services. The Services may only be accessed and used within the one
application or use case. License rights granted hereunder are intended to be construed
narrowly and all rights not expressly granted herein are reserved to D&B. Load testing
cannot be performed. Company shall not perform or permit bulk/batch downloads or robotically
or otherwise automatically harvest data using the Services 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. Company shall not remove any copyright or other proprietary notices from the
Services. The Services may be accessed by Company only in the United States. Company shall
not share its user IDs and passwords outside the U.S., nor may it share Information with
persons located outside the U.S. Company will not use data from the Services 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, Company will
not use any data from the Services to engage in any unfair or deceptive practices and will
use the Services only in compliance with applicable state, local, federal or foreign laws or
regulations, including but not limited to laws and regulations promulgated by the Office of
Foreign Asset Control, applicable export restrictions, and/or those laws and regulations
regarding telemarketing, customer solicitation (including fax and/or e-mail solicitation),
data protection and privacy.
3. Security: Company will implement and maintain
security measures with respect to the Services in Company's possession that effectively
restrict access to the Services only to authorized users with a need to know, and protect
the Services from unauthorized use, alteration, access, publication and distribution. In no
event shall such security measures be less restrictive than those Company employs to
safeguard its most confidential information. In the event of an actual or suspected breach
of such security measures, Company shall notify D&B within 24 hours.
4. Copyrights and Other Proprietary Rights: The
Services are proprietary to D&B and may include copyrighted works, trade secrets, or
other materials created by D&B at great effort and expense. Company will not contest the
validity or D&B’s ownership of, or impair the value of, the Services in any way.
5. DISCLAIMERS - LIMITATIONS ON LIABILITY: D&B
MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE SERVICES, EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF ACCURACY, COMPLETENESS, CURRENTNESS,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY ASSUMES ALL RISKS IN CONNECTION
WITH ITS USE OF THE SERVICES. IN NO EVENT SHALL D&B BE LIABLE TO COMPANY OR TO ANY THIRD
PARTY FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, DAMAGES FOR LOSS OF GOOD WILL, OR LOSS OF
DATA OR INTERRUPTION OF BUSINESS, EVEN IF D&B HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. Third parties that provide information, software or services to D&B for
use in providing the Services are entitled to the benefits and protections of this Section 7
to the same extent as D&B. This Trial Order is not intended to, nor may be deemed to
create any rights of enforcement in any person who is not a signatory.
6. Audit: D&B reserves the right, on reasonable
notice to Company, to enter Company's premises to audit Company's compliance with the terms
of this Trial Order and Company agrees to fully cooperate with D&B in such regard.
7. Assignment: Company may not assign any of its
rights or obligations under this Trial Order. All attempted assignments of rights or
obligations are void.
8. Governing Law: 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 Trial Order, including, without
limitation, its validity, interpretation, construction, performance, and enforcement.
9. Entire Agreement, Amendment, Waiver: This Trial
Order embodies the entire agreement and understanding between the parties relating to the
subject matter hereof, and supersedes all prior proposals, agreements and understandings
relating to such subject matter. This Trial Order may not be amended except in writing
signed by both parties hereto. No waiver of any condition, term or provision of this Trial
Order shall be deemed to be a waiver of any preceding or succeeding breach of such
condition, term or provision or of any condition, term or provision hereof.
10. Publicity: Neither party will use the name or
trademarks of the other party in any news release, publicity, advertising, or endorsement,
without the prior written approval of the other party. Company will not disclose this Trial
Order or any details regarding the Trial to any third party without D&B's consent.