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Data Integration Toolkit Terms & Conditions

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 thereunder:

 

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.

Toolkit WSDL is here!

Toolkit transactions are now available as WSDL’s , further easing integration of D&B’s global data into your applications. For more information, contact Toolkit Tech Support or click on the GO.


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Toolkit Platform transition

We've been transitioning to a new Data Integration Toolkit platform. Click here to see the latest schedule and the Release Notes.