By clicking “Accept” to these Terms of Use (the “Terms”) or by using D&B Hoovers Everywhere (the “Application”) and/or associated services, you acknowledge that these Terms constitute an agreement concerning your legal rights and obligations. If you are based in the United States, you acknowledge these Terms constitute an agreement concerning your legal rights and obligations with Dun & br/adstreet, Inc., a Delaware corporation with offices at 101 John F. Kennedy Parkway, 5th Floor, Short Hills, New Jersey 07078, and if you are based in the United Kingdom, with Dun & br/adstreet Limited of The Point, 37 North Wharf Road, London, England, W2 1AF (“D&B”). Please read these Terms carefully before registering for or using the Application or the Services. Your purchase and/or use of other products, services, information, or software offered by D&B outside of these Terms are governed by the terms of the applicable agreement with D&B. If you are unsure whether you comply with these terms, or you subsequently determine you cannot comply with these Terms, you can always opt out of this Application and immediately uninstall the Application from your br/owser.
1.License to use the Application and Services (as defined below). Subject to these Terms, D&B grants you a limited, nonexclusive, nontransferable, and revocable right to use the Application, consisting of a panel within your Chrome br/owser that provides access to business information and insights about the companies whose websites you visit, information about other related or competitive businesses, and business contact information (the “Services”), for your legally permissible individual purposes or internal business purposes. D&B may update and/or make improvements to the Services at any time.
2.D&B Access. You agree that D&B is authorized to access the domains of the sites you visit, or company-level or contact-level information contained within the sites you visit (“Site Data”), in order to match against D&B’s database of business information and provide the Services to you.
3.Your Representations and Indemnification Obligation. You represent and warrant that: (i) you have all necessary rights, consents, and authorizations to use the Services and Site Data; (ii) you are authorized by your employer (as applicable) to grant the foregoing access; (iii) your use of the Services and Site Data complies with all applicable laws, regulations, industry codes, policies, and contracts to which you or your employer are subject; and (iv) you are at least 18 years old and a resident of the United States or United Kingdom. You agree to indemnify, defend and hold harmless D&B from and against any and all liability and costs, including reasonable legal fees, incurred by D&B in connection with any claim arising out of any br/each by you of the foregoing representations. You agree to fully cooperate in the defense of any such claim.
4.Restrictions. You agree that you will not: (i) make the Services available in any way to any third party; (ii) decompile, disassemble or reverse-engineer the Services; (iii) access the Services for purposes of disclosing their availability, performance or functionality, or for any other benchmarking or competitive purposes; (iv) interfere with or disrupt the function, security, or use of the Services; (v) attempt to or gain unauthorized access to the Services or related systems or networks; (vi) develop a database of information derived from the Services for any external commercial purpose; (vii) perform or permit bulk or batch downloads using the Services, or robotically or otherwise automatically harvest or scrape information from the Services; or (viii) remove any copyright or other proprietary notices from the Services.
5.Intellectual Property.
5.1.Ownership. The Services are proprietary to D&B and include copyrighted works, trade secrets, and other materials created by D&B at great effort and expense. You will not contest the validity or D&B’s ownership of, or impair the value of, the Services in any way. D&B owns all rights, title and interest in and to the Services, including without limitation any and all intellectual property and proprietary rights therein.
5.2.Feedback. “Feedback” means any suggestion, comment, idea, concept, information or communication relating in any manner to the Services which is given or communicated directly or indirectly by you to D&B. You may, but are not obligated to, provide Feedback to D&B. You acknowledge and agree that all Feedback will be the sole and exclusive property of D&B and you hereby irrevocably assign to D&B and agree to irrevocably assign to D&B all of your right, title, and interest in and to all Feedback, including without limitation all worldwide intellectual property and proprietary rights therein.
6.Term and Termination.
6.1. Termination. These Terms are effective upon your acceptance, and will continue until terminated by either party at any time. You may terminate these Terms and the Services by uninstalling the Application. D&B may terminate your access to the Services at any time.
6.2. Effect of Termination; Survival. You agree upon termination or expiration of the Services to cease using, and to destroy promptly all copies of the information copied or extracted from the Services. Sections 2, 3, 5, 6, 7, 8, and 9 will survive any expiration or termination of these Terms and the Services.
7.Warranty Disclaimer. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. D&B EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING THE SERVICES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. D&B DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE AND DISCLAIMS ANY WARRANTY OR REPRESENTATION REGARDING AVAILABILITY OF ANY SERVICE, OR PERFORMANCE, OR D&B'S CONDUCT IN COLLECTING, COMPILING, OR INTERPRETING DATA.
8.Limitation of Liability. (I) EACH PARTY’S LIABILITY TO THE OTHER PARTY FOR DEATH OR PERSONAL INJURY RESULTING FROM ITS OWN OR THAT OF ITS EMPLOYEES', AGENTS’ OR SUBCONTRACTORS’ NEGLIGENCE, OR FOR FRAUDULENT MISREPRESENTATION, SHALL NOT BE LIMITED. (II) SUBJECT TO THE FOREGOING, D&B SHALL NOT BE LIABLE FOR ANY DIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST DATA, LOST REVENUES, AND LOSS OF BUSINESS OPPORTUNITY, WHETHER OR NOT D&B WAS AWARE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF THESE DAMAGES. (III) SUBJECT TO SECTION 8(I), IF THE LIMITATION OF LIABILITY SET OUT IN SECTION 8(I) IS UNENFORCEABLE FOR ANY REASON, D&B’S MAXIMUM LIABILITY FOR ANY TYPE OF DAMAGES SHALL BE LIMITED TO $250 IN THE US and £250 IN THE UK.
9.General.
9.1.Assignment. You may not assign any of your rights or obligations under these Terms. Any such attempted assignment is void.
9.2.Governing Law. If you are based in the US, the laws of the State of New Jersey, including tort claims, (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to these Terms, including, without limitation, their validity, interpretation, construction, performance, and enforcement. Any legal action or proceeding arising under these Terms will be br/ought exclusively in the federal or state courts located in the State of New Jersey and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.
If you are based in the UK, the laws of England shall govern all matters arising out of or relating to these Terms, including, without limitation, their validity, interpretation, construction, performance, and enforcement. Any legal action or proceeding arising under these Terms will be br/ought exclusively in the English courts.
9.3.Equitable Relief. You acknowledge that the unauthorized use or disclosure of the Services or information therein would cause D&B to incur irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, D&B will have the right to obtain immediate equitable relief to enjoin any unauthorized use or disclosure of the Services, in addition to any other rights and remedies that it may have at law or otherwise.
9.4.Third-Party Information Providers. Third parties or D&B affiliates that provide information, software or services to D&B for use in providing the Services are entitled to the benefits and protections of Sections 7 and 8 to the same extent as D&B. These Terms are not intended to, nor may be deemed to, create any rights of enforcement in any person who is not a party to these Terms.
9.5.Compliance. You shall comply with all applicable laws and regulations in the use of the Services and the Application, including but not limited to, export control laws, and/or those laws and regulations regarding telemarketing, customer solicitation (including wireless advertising, cell phone telemarketing, internet and mobile advertising, and fax and/or email solicitation), data protection and privacy. Services must be used for a lawful purpose and may not be used to endanger the state security, public interests, or legitimate interests of citizens or organizations of any country. Contact information has not been obtained directly from the data subjects and the data subjects have not opted in or otherwise expressly consented to receiving direct marketing, nor has D&B scrubbed contact information against wireless suppression lists, the FTC’s Do-Not-Call lists if you are based in the US, or the Telephone Preference Service if you are based in the UK, or other opt out lists (other than its own). You should check the local marketing legislation applicable to the data subjects prior to direct marketing and you are responsible for compliance with such laws in connection with your use of Contact Information. Contact Information may only be used for the purpose of communicating or facilitating communication with an individual in relation to their employment, business or profession. It is your responsibility to observe any indicators D&B provides to you indicating the data subject has expressly objected to receiving direct marketing (as well as their own and any applicable opt out lists) prior to any direct marketing. Opt-out provisions and/or opt-out links in your marketing and sales materials shall not pertain to opting out of D&B’s marketing lists and/or databases. If you use Contact Information in a manner that violates the foregoing requirements, D&B shall not be liable for any damages, losses, costs, claims or expenses arising therefrom.
9.6.Privacy. This Section applies only to the extent that Personal Data from the European Union (and as defined by European data protection legislation) is transferred as part of the Services. Where D&B provides Personal Data to you, you and D&B hereby enter into the Controller-to-Controller Standard Contractual Clauses included as Schedule 5 within the D&B Data Processing Agreement at www.dnb.co.uk/dpa as updated from time to time as required of D&B by Privacy Law (as defined therein), as the basis for the onward transfer of such Personal Data from D&B to you, and you confirm that you have the technical and organizational measures to comply with such Standard Contractual Clauses in accordance with Exhibit A hereto. Where you provide Personal Data to D&B, you and D&B hereby enter into the Controller-to-Processor Standard Contractual Clauses included as Schedule 3 within the D&B Data Processing Agreement at www.dnb.co.uk/dpa as updated from time to time as required of D&B by Privacy Law (as defined therein), as the basis for D&B’s processing of the data to perform the Services for you.
9.7.Publicity. Neither party will use the name, trademarks or any other intellectual property of the other party in any news release, publicity, advertising, or endorsement, without the prior written approval of the other party.
9.8.Severability. If any of the provisions, or portions thereof, of these Terms are found to be invalid under any applicable statue or rule of law, then, that provision notwithstanding, these Terms shall remain in full force and effect and such provision or portion thereof shall be deemed omitted.
9.9.Entire Agreement. These Terms constitute the parties’ entire agreement relating to its subject matter and supersedes all prior or contemporaneous oral or written communications, proposals, agreements and understandings relating to such subject matter between the parties relating to its subject matter. These Terms may be amended by D&B by providing notice within the Services or otherwise in writing, and shall be deemed accepted by you upon your continued use of the Services. No waiver of any condition, term or provision of these Terms shall be deemed to be a waiver of any preceding or succeeding br/each of such condition, term or provision or of any condition, term or provision hereof.
Exhibit A
You understand that Dun & br/adstreet is relying on your implementation of appropriate technical and organizational measures to protect Personal Data provided to you by Dun & br/adstreet. You have reviewed your obligation pursuant to this Agreement and the Controller-to-Controller Standard Contractual Clauses and attest that you have in place at least one of the following mechanisms to protect Personal Data:
Binding Corporate Rules