End User Terms

  1. You (the End-User) acknowledge that all information (the “Information”) furnished by D&B through its distributors or authorized resellers (“Distributor”) is licensed for the exclusive use of End-Users. Regardless of the form or format in which the Information is furnished, none of the Information may be made available in whole or in part to any third party, except as explicitly stated otherwise herein. If you are a “Supplier” using the Ariba Discovery application, then you may share the Information with the Buyer which initiated the bid request to which you are responding. Information may also be made available to companies that are subsidiaries or affiliates, wholly-owned or controlled by you, and located in any country other than Germany, Denmark or Australia (“Affiliates ”). Such Affiliates will be bound by the same obligations as you under this Agreement. You shall be responsible and liable for your Affiliates acts and/or omissions which if done by you yourself would be a breach of this Agreement. You represent and warrant that you have the authority to bind the Affiliates to this Agreement. You agree that you will not duplicate any magnetic tapes, disks, diskettes and other machine readable media in any form or manner whatsoever, except that you may make one copy solely for backup purposes. You are expressly prohibited from using the 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. You agree not to use the Information to engage in unfair or deceptive practices.

  2. You agree to indemnify, defend and hold harmless D&B from any claim or cause of action against D&B arising out of or relating to use of the Information by (i) individuals or entities which have not been authorized by this Agreement to have access to and/or use the Information and (ii) you, which use may be in violation of your license.

  3. Information furnished hereunder may be used throughout the continuous 12-month period commencing thirty (30) days from the signing of this Agreement. You represent and warrant that your use of any Information shall in all cases comply with all applicable federal, state and local laws and regulations and that all mail or other marketing programs using any Information shall conform to generally recognized standards of high integrity and good taste.

  4. You acknowledge that D&B and its third party information providers make no representations or warranties of any kind with respect to the Information, including but not limited to, the accuracy, completeness, timeliness, merchantability or fitness for a particular purpose of the Information or of the media on which the Information is provided and you agree that D&B and its third party information providers shall not be liable to you for any loss or injury arising out of or caused, in whole or in part, by D&B’s negligent acts omissions in procuring, compiling, collecting, interpreting, reporting, communicating or delivering the Information.

  5. You agree that D&B and its third party information providers will not be liable for consequential, incidental, special, punitive or other indirect damages, even if advised of the possibility of such damages. You also agree that D&B’s and its third party information providers’ aggregate liability, if any, for any and all losses or injuries to you arising out of any acts or omissions of D&B in connection with a particular order or service, regardless of the cause of the loss or injury (including negligence) and regardless of the nature of the legal or equitable right claimed to have been violated, shall never exceed the amount paid by you for the Information furnished pursuant to such order or service or $5000, whichever is greater, and you covenant and promise not to sue D&B for an amount greater than such sum. You also agree to give D&B immediate written notice of all actions, claims, losses or damages arising out of the licensing or use of the Information.

  6. You acknowledge and agree that the Information is proprietary to D&B and comprises: (a) 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; (b) confidential and trade secret information; and (c) information that has been created, developed and maintained by D&B at great expense of time and money, such that misappropriation or unauthorized use by others for commercial gain would unfairly or irreparably harm D&B. You agree that you will not commit or permit any act or omission by your agents, employees, or any third party that would impair D&B’s copyright or other proprietary and intellectual rights in the Information. You will not use any D&B trade names, trademarks, service marks or copyrighted materials in listings or advertising in any manner without the prior written approval of D&B. You shall reproduce D&B’s copyright notice and proprietary rights legend on all authorized copies of such Information.

  7. You agree that this Agreement is entered into between yourself and Distributor for the benefit of the parties and that D&B is a third party beneficiary hereof. You agree that D&B may, in its own name or in Distributor’s name, enforce this Agreement against you; provided, however, that you agree that you will look only to Distributor and not to D&B for performance by Distributor of its obligations hereunder.

  8. Upon expiration or termination of an order with respect to particular Information, you shall immediately delete, destroy or return all originals and copies of any D&B Information, unless you are otherwise instructed by D&B or the Distributor; and upon request, provide D&B with certification thereof. Notwithstanding the foregoing, you may retain copies of Information for historical and/or archival purposes only and not for any other continuing use beyond the expiration or termination of this Agreement.