Dun & Bradstreet flow-down terms
1.1 In consideration of the payment of the licence fee you are granted a non-exclusive non-transferable licence to use Dun & Bradstreet Business datasets indicated at the Schedule A of this Agreement in the following manner:
(a) you may use Dun & Bradstreet Business dataset subject to the restrictions on the number of Users set out at section 4.1 of Schedule A;
1.2 Save as provided above (or elsewhere in the Agreement) you may not use or allow anyone else to use, make copies of or from, or distribute Dun & Bradstreet Business dataset in any way and, in particular you may not;
(a) use Dun & Bradstreet Business data on behalf of any other person or operate a cartographic or any other bureau service using Dun & Bradstreet Business dataset;
(b) make or use hard copies of Dun & Bradstreet Business dataset for use in any publication produced distributed or used for commercial gain
(c) use any copy of Dun & Bradstreet Business dataset on or in connection with any computer network (including the Internet or any similar network), or put or use any copy or extract of Dun & Bradstreet Business dataset on any computer bulletin board, World Wide Web site or other similar service;
(d) send copies of Dun & Bradstreet Business dataset via email, or make copies (or incorporate them) in other files for such purpose
1.3 Special provisions applying to the supply of information are set out under “Special Provisions” of this Agreement and the Client is supplied with the Information subject to such special provisions
2(a) You shall acknowledge in all reproduction, publication or display of Dun & Bradstreet Business dataset whether in whole or in part and in whatever format that Dun & Bradstreet Business dataset was by incorporating the following Universal Copyright Convention line © [Year] D&B Limited, all rights reserved;
(b) Licensee acknowledges that the intellectual property rights in the Products and in any related documentation are owned by and shall at all times remain vested in the Licensor (CACI) or its third party Licensor(s);
The licensee shall not remove or tamper with any copyright notice attached to the Dun & Bradstreet Business Dataset.
3. You may make a backup copy of Dun & Bradstreet Business dataset in so far as the making of that copy is necessary for the use of Dun & Bradstreet Business dataset.
4. Dun & Bradstreet may at its discretion enhance and update Dun & Bradstreet Business datasets on an annual basis and you will be entitled to receive any updated version of your selected datasets upon payment of the Update Licence Fee, provided that you complete and return your registration form to register your licence within 30 days of your original purchase of this licence. If you request and receive any enhanced or updated version of Dun & Bradstreet Business datasets it will be held by you on terms identical to those set out in this Agreement or on such terms as may be agreed at the time. When you load this enhanced or updated version of Dun & Bradstreet Business datasets you must at the same time cease using any version of the data previously issued to you under this Agreement and destroy all copies of the data except for those which you need for reasonable back-up purposes.
5. Dun & Bradstreet warrants that it is entitled to Dun & Bradstreet Business datasets and to grant the rights given by this Agreement. You acknowledge that all data and other material contained within Dun & Bradstreet Business dataset is the property of Dun & Bradstreet Limited and that under no circumstances shall you obtain any intellectual property or other rights to or in Dun & Bradstreet Limited (other than such rights as are specifically granted by this Agreement).
6.1 The express obligations and warranties made by Dun & Bradstreet in this agreement are in lieu of and to the exclusion of any other warranty, condition, term, undertaking or representation of any kind, express or implied, statutory or otherwise, relating to anything supplied or services provided under or in connection with this Agreement including (without limitation) any warranty as to the condition, performance, satisfactory quality or fitness for purpose of Dun & Bradstreet or any part of it.
6.2 Dun & Bradstreet will not be liable for any indirect or consequential loss, damage or expense of any kind whatever and however caused whether arising under contract, tort (including negligence) or otherwise, including (without limitation) loss of production, loss of or corruption to data, loss of profits or of contracts, loss of operation time and loss of goodwill or anticipated savings, even if Dun & Bradstreet Limited has been advised of this possibility.
7. Upon 14 days written notice Dun & Bradstreet or its authorised representative shall have the right to inspect your premises and computer hardware to ensure that the terms of this Licence are being complied with.
8. Neither party to this Agreement shall be under any liability to the other in the event that it is unable to fulfil the obligations under this Agreement by reason of any circumstance beyond its reasonable control.
9.1 This Agreement may be terminated by either party by written notice to the other (a) in the event of an irremediable breach of any material obligation of this Agreement by the other provided that such breach is not beyond the party’s control, (b) if, a breach reasonably capable of remedy is not remedied by the party in default within 30 days of receiving written notice from the party not in default or (c) if either party ceases to trade, enters into composition with its creditors or if a receiver or liquidator is appointed in respect of its assets (save for the purposes of a voluntary reconstruction or amalgamation). Termination shall be without prejudice to any other right or remedy which may have accrued prior to the termination. Arrearage that is not paid within ten (10) days of demand shall be grounds for immediate termination of this Agreement at the option of CACI.
10. Upon termination of this Agreement howsoever caused you shall at your own expense destroy all copies of Dun & Bradstreet Business datasets that are in your possession, including all archive or backup copies and shall promptly certify in writing to CACI and such action has been taken.