BY CLICKING THE ACCEPTANCE BUTTON OR INSTALLING OR USING THE DATA INTEGRATION TOOLKIT (WITH ANY APPLICABLE DOCUMENTATION PROVIDED
BY DUN & BRADSTREET (THE "LICENSED SOFTWARE"), THE INDIVIDUAL OR ENTITY LICENSING THE PRODUCT ("LICENSEE") IS CONSENTING TO
BE BOUND BY AND IS BECOMING A PARTY TO THIS AGREEMENT. IF LICENSEE DOES NOT INDICATE ACCEPTANCE OF ALL OF THE TERMS OF THIS
AGREEMENT, LICENSEE MUST NOT INSTALL OR USE THE DATA INTEGRATION TOOLKIT.
1. Customer shall pay D&B the license fee (or renewal fee, as applicable) for any Software or other Service, as applicable,
set forth in the Order according to the terms set forth therein and the amounts set forth in the Order for each transaction
requested by Customer. Pricing and payment terms for the Information ordered hereunder, including any supplemental services
related thereto, are covered by the Master Agreement unless otherwise set forth in the Order.
2. The initial term of this License shall be for one (1) year from the effective date of the Order. Within thirty (30) days
prior to the expiration of the initial license for any Software, Customer will be invoiced the Software license fee to renew
the license for such Software. The license will automatically renew upon, and the Software license fee to renew the license
will be due on, the expiration date of the initial license for such Software unless Customer sends D&B written notice prior
to such date that it does not wish to renew the license.
3. Upon Customer’s acceptance of the Order for Data Integration Toolkit, D&B shall provide Customer with the appropriate development
user names and passwords ("Development User Ids") to enable Customer to download or access the Software from D&B's Web site
at http://toolkit.dnb.com, and if Customer has ordered Global DecisionMaker, D&B shall provide Customer with the appropriate Development (Test) User
IDs and production user names and passwords ("Production User IDs") to enable Customer to access the Software from D&B’s Web
site at http://www.dnbdecisionmaker.com. Development User IDs will be effective for a ninety (90) day period, during which Customer may access and order Information
for development purposes without any charge, and after which they will automatically expire unless D&B otherwise agrees in
writing. Once Development User IDs expire for the Data Integration Toolkit, D&B shall provide Customer with Production User
IDs to enable Customer to continue to access the Information. Upon expiration of Development User IDs, Customer shall order
or access Information through the Production User IDs provided and any such Information ordered or accessed will be subject
to charges set forth in the Order.
4. Customer 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. Customer also shall not robotically or otherwise
automatically harvest data through any Software.
5. Customer may provide the Software (or access thereto) to a third party developer solely for the purposes of providing technical
development and data integration on behalf of the Customer, provided that the third party developer has accepted and agreed
to be bound by the Master Agreement and these terms and conditions and that any use of the Software and the Services shall
be solely for and on behalf of Customer for the sole purpose of implementing Software for the Customer. Customer will be liable
for any acts or omissions of its third party developers regarding the use or any license of the Software or the Information.
Customer acknowledges and agrees that (i) any and all Information accessed through a Development User ID (as referenced in
Section 3) is solely for development purposes only; and (ii) any Development User ID or Production User ID (as referenced
in Section 3) is provided to Customer by D&B for use only in the specific country where the user is located.
6. Customer represents and warrants to D&B that Customer’s Application, products, services and information technology systems,
when used in accordance with this Order or used in conjunction with the Services, do not violate the intellectual property
rights of any third party.
7. Any delay or non-performance of any provision of these terms and conditions (other than for the payment of amounts due
hereunder) caused by conditions beyond the reasonable control of the performing party shall not constitute a breach of these
terms and conditions, and the time for such provision shall be deemed to be extended for a period equal to the duration of
the conditions preventing performance, provided, however, the party so prevented from performing shall give the other party prompt written notice of such condition.
8. Notwithstanding any provision to the contrary in the Master Agreement, and except to the extent allowed in the Data Integration
Toolkit Schedule of Locations of Service and Customer-Related Companies, Customer shall not request or make available any
Software or Information provided hereunder for the use of others, including for any parent, subsidiary, affiliated entity,
franchisee or dealer of Customer .
9. IN ADDITION TO ANY DISCLAIMERS SET FORTH IN THE MASTER AGREEMENT, 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.
10. These terms and conditions are governed by and construed in accordance with the laws of the State of New Jersey, without
regard to choice of law provisions. Any disputes arising out of these terms and conditions that cannot be resolved by the
parties will be brought in state or federal court located in Newark, New Jersey.
11. The following terms and conditions shall apply only to Data Integration Toolkit and any Information ordered or delivered
11.1 Customer shall promptly install the Software on designated computer hardware at Customer’s installation site set forth
in the Order. Customer will have a thirty (30) day period after downloading or accessing the Software to test the Software
to determine if the Software conforms to Customer’s technical application within its operating system (the "Specifications").
Unless Customer notifies D&B’s authorized representative in writing by the end of the thirty (30) day period that the Software
does not substantially conform to the Specifications, providing reasonable details of such claimed non-conformance, Customer
will have accepted the Software. If Customer advises D&B’s authorized representative in a detailed writing of a substantial
failure to conform within the thirty (30) day period, D&B shall endeavor to provide Customer with assistance, to the extent
reasonably practicable, in attempting to resolve Software issues and, upon resolution, Customer shall recommence its test
of the Software for an additional thirty (30) day period. If upon completion of such second test Customer reasonably determines
that the Software still does not substantially meet such Specifications, the Software shall be deemed to be rejected and Customer
shall have no obligation to pay any Software license fees related to the Software, and D&B shall promptly refund to Customer
any such Software license fees already paid to D&B. In such case, Customer shall return the Software to D&B as though the
Order has been terminated and neither party shall have any remaining obligations under the Order other than those that survive
termination of the Order. The remedy set forth in this section shall be Customer’s sole remedy for any failure of the Software
to conform to the Specifications.
11.2 Customer shall safeguard all copies of the Software against unauthorized disclosure, shall not tamper with, bypass or
alter its security features or attempt to do so, and shall take all reasonable steps to ensure that the provisions of this
Order are not violated by any person under Customer's control or in Customer's service.
11.3 Customer will pay an annual registration fee for each case it registers under the Data Integration Toolkit monitoring
component, and such registration fee entitles Customer to retrieve notifications of occurrence of changes in certain data
elements in the data packet selected by Customer for monitoring a registered case for a one-year period from the date of registration.
If Customer registers the case for more than one year (the "registration period"), D&B will automatically charge Customer
a renewal registration fee (“renewal fee”) at the anniversary of each year after the initial year (the “renewal date”) for
the duration of the registration period. Customer may cancel a case registration at any time after the initial registration,
but will not be entitled to any reimbursement of any registration fee that Customer has already paid. Customer may reinstate
a registration until the renewal date and monitoring will be reestablished through such renewal date without any additional
charge. If the Customer reinstates a registration, D&B will reestablish the Data Integration Toolkit monitoring component
for the remainder of the registration period and charge Customer for any renewal fees.
12. The following provisions shall survive termination of the Order for any reason: Sections 1 (with respect to transactions
completed prior to termination), 2, 4, 5, 9, 10, 11.3 and this survival provision.