CIAL Dun & Bradstreet - Terms & Conditions

5. Products

5.1 CIAL360

5.1.1 CIAL360 is a platform that allows Clients to research and make decisions about companies of interest, regarding credit decisions or supplier approvals.

5.1.2 In cases where the Client requests or provides documents and/or data through CIAL360, CIAL Dun & Bradstreet acts solely as a facilitator in gathering the information, which will be stored on the platform during the validity of the Purchase Order. The Client is solely responsible for obtaining necessary approvals regarding the information collected from the entities in question.

5.1.3 In CIAL360, a Client accesses company data through Reports or by viewing data on the platform. Available reports vary by country, as do the terms and conditions for these reports. Access to Dun & Bradstreet's data or reports will be as follows.

(i) Access and delivery of Commercial Information Reports to Clients will be done through the CIAL360 platform.

(ii) CIAL Dun & Bradstreet obtains information for its reports from various reliable sources, including research, business references, and information published in public records or acquired from third parties, including Dun & Bradstreet International and Dun & Bradstreet's global network. Some of these sources are updated daily, others monthly, quarterly, or annually as needed. Each type of report has proprietary internal metrics that indicate when information should be updated before delivering the report. Based on these metrics, reports may be available for instant delivery or may require investigation and potential update. Normally, the Client can see whether the Report is available for instant delivery or requires investigation before making a purchasing decision. When a report is requested that requires investigation, delivery times may vary depending on the report type, from 1 hour to 7 business days, always depending on the response time of the investigated company. In some cases, a "Preliminary Report" may be available for instant delivery with a pending investigation update. Once the update is completed, the Client will also receive the updated Report. Clients can contact CIAL Dun & Bradstreet's customer service for more information on Report investigation times and how to recognize when a Report is available for instant delivery.

(iii) The Client acknowledges and agrees that the information presented in the Reports and platforms is intended to assist in company evaluations and does not constitute a guarantee or recommendation by CIAL Dun & Bradstreet.

5.1.4 The Client acknowledges and agrees that CIAL Dun & Bradstreet's team may access, preserve, and disclose the information and content of their account, if required by law or in good faith, believing that such access, preservation, or disclosure is reasonably necessary to: (a) comply with legal processes; (b) enforce these terms; (c) respond to claims that any content violates the rights of third parties; or (d) respond to customer service requests.

5.1.5 The CIAL360 platform includes unlimited segments, decisions, and users; however, all requested reports will be charged according to the Data Credits table mentioned at the end. Clients may contract additional services such as Managed Services or CIAL360 product integrations.

5.1.6 The quantity of each service provided is limited by the number of Data Credits acquired at the beginning of the Purchase Order.

5.1.7 The Client warrants the accuracy and rights to possess and use any information submitted to CIAL360, which will be used in their commercial decision-making process, and that the submission of such information does not violate any law, contractual restriction, or third-party rights.

5.1.8 If exceeding the initially contracted Data Credits amount, a higher price will be charged for Data Credit.

5.1.9 The Managed Services (availability and scope may vary by country) are available in CIAL360 subscriptions, involving monitoring via email and/or phone of all applicant clients of CIAL Dun & Bradstreet. If the applicant is in a country where Spanish is not spoken, follow-up will be conducted via email in English.

5.1.10 Upon acquiring the Applicant Pays module or subscription, functionality will be enabled for applicants of each client to make payments for their evaluation.

5.1.11 In case of a delay in payment exceeding 7 days, access to CIAL360 will be automatically blocked and reinstated only upon payment.

5.1.12 Once signed by the Customer and sent to Dun & Bradstreet de México, S.A. de C.V. (CIAL Dun & Bradstreet), the Purchase Order will be legally binding; the order amount must be paid in full, and it will remain valid for a period of 12 months. If a CIAL360 Basic Low subscription is purchased, the Purchase Order will be valid for a period of 3 months.

5.1.13 If the service is acquired for another subsidiary, branch, parent company, or related party, the client will bear the burden of proof and verification before the SAT regarding the legal relationship with the related party.

5.1.14 The Purchase Order is automatically renewed for one-year periods unless either party provides the other with written notice of non-renewal (including email) at least 60 days before the renewal date. If you purchased a CIAL360 Basic Low Subscription, it will not be automatically renewed.

5.1.15 In the event of price increases, CIAL Dun & Bradstreet will notify its customers in advance.

5.1.16 Payments that the client must make to CIAL D&B will be made in the amounts and on the terms stipulated in the Purchase Order, free of any deductions or withholdings, and without the need for any collection efforts. The client may make these payments only in Mexican Pesos or US Dollars. If payment is made in a currency other than the one stipulated in the Purchase Order, the exchange rate published in the Official Gazette of the Federation on the day of payment (the exchange rate for settling obligations) must be used; otherwise, the payment will not be considered fully received.

5.1.17 If the Purchase Order pertains to the subscription of CIAL360, the end date will be as indicated in the Terms section. If the Purchase Order is solely for additional Data Credits, additional Users, or any other additional service linked to the subscribed CIAL360 license, the end date will be as indicated in the CIAL360 license Purchase Order.

5.1.18 The quantity of each service provided in the Purchase Order table is limited by the subscription level selected at the beginning of the Purchase Order. The Customer can request an adjustment through three options:

(i) Request for additional services (new data packages, users, integrations, etc.), where the list price will be used to calculate the additional amount requested.

(ii) Request for a higher subscription tier (lower tier request not available).

(iii) Excess usage.

5.1.19 Any additional services or upgrade requests will be charged on a prorated basis over the remaining term of the purchase order. Any future additions not listed above will require a new Purchase Order.

5.1.20 If consumption is less than the total amount of the purchase order, no previously paid amount will be refunded, and the subscriber will be obligated to pay the total amount due. If the customer's consumption exceeds the total amount specified in the purchase order, the customer will be billed for the excess as follows:

(i) If the user's subscription limits are exceeded, the Customer will pay a monthly overage fee according to the package with the lowest data credit rate available on the date the Purchase Order was issued.

5.1.21 CIAL Dun & Bradstreet reserves the right to increase recurring software fees, provided the customer is notified in advance.

5.2 CIAL API

5.2.1 CIAL API is a service that allows Clients to research and make decisions about companies of interest, regarding credit decisions or supplier approvals.

5.2.2 In cases where the Client requests or provides documents and/or data through CIAL API, CIAL Dun & Bradstreet acts solely as a facilitator in gathering the information, which will be stored on the service during the validity of the Purchase Order. The Client is solely responsible for obtaining necessary approvals regarding the information collected from the entities in question.

5.2.3 In CIAL API, a Client accesses company data through Reports or by viewing data on the service. Available reports vary by country, as do the terms and conditions for these reports. Access to Dun & Bradstreet's data or reports will be as follows.

(i) Access and delivery of Commercial Information Reports to Clients will be done through the CIAL API service.

(ii) CIAL Dun & Bradstreet obtains information for its reports from various reliable sources, including research, business references, and information published in public records or acquired from third parties, including Dun & Bradstreet International and Dun & Bradstreet's global network. Some of these sources are updated daily, others monthly, quarterly, or annually as needed. Each type of report has proprietary internal metrics that indicate when information should be updated before delivering the report. Based on these metrics, reports may be available for instant delivery or may require investigation and potential update. Normally, the Client can see whether the Report is available for instant delivery or requires investigation before making a purchasing decision. When a report is requested that requires investigation, delivery times may vary depending on the report type, from 1 hour to 7 business days, always depending on the response time of the investigated company. In some cases, a "Preliminary Report" may be available for instant delivery with a pending investigation update. Once the update is completed, the Client will also receive the updated Report. Clients can contact CIAL Dun & Bradstreet's customer service for more information on Report investigation times and how to recognize when a Report is available for instant delivery.

(iii) The Client acknowledges and agrees that the information presented in the Reports and services is intended to assist in company evaluations and does not constitute a guarantee or recommendation by CIAL Dun & Bradstreet.

5.2.4 The Client acknowledges and agrees that CIAL Dun & Bradstreet's team may access, preserve, and disclose the information and content of their account, if required by law or in good faith, believing that such access, preservation, or disclosure is reasonably necessary to: (a) comply with legal processes; (b) enforce these terms; (c) respond to claims that any content violates the rights of third parties; or (d) respond to customer service requests.

5.2.5 The CIAL API service includes unlimited segments, decisions, and users; however, all requested reports will be charged according to the Data Credits table mentioned at the end. Clients may contract additional services such as Managed Services or CIAL API product integrations.

5.2.6 The quantity of each service provided is limited by the number of Data Credits acquired at the beginning of the Purchase Order.

5.2.7 The Client warrants the accuracy and rights to possess and use any information submitted to CIAL API, which will be used in their commercial decision-making process, and that the submission of such information does not violate any law, contractual restriction, or third-party rights.

5.2.8 If exceeding the initially contracted Data Credits amount, a higher price will be charged for Data Credit.

5.2.9 The Managed Services (availability and scope may vary by country) are available in CIAL API subscriptions, involving monitoring via email and/or phone of all applicant clients of CIAL Dun & Bradstreet. If the applicant is in a country where Spanish is not spoken, follow-up will be conducted via email in English.

5.2.10 Upon acquiring the Applicant Pays module or subscription, functionality will be enabled for applicants of each client to make payments for their evaluation.

5.2.11 In case of a delay in payment exceeding 7 days, access to CIAL API will be automatically blocked and reinstated only upon payment.

5.2.12 Once signed by the Customer and sent to Dun & Bradstreet de México, S.A. de C.V. (CIAL Dun & Bradstreet), the Purchase Order will be legally binding; the order amount must be paid in full, and it will remain valid for a period of 12 months. If a CIAL API Basic Low subscription is purchased, the Purchase Order will be valid for a period of 3 months.

5.2.13 If the service is acquired for another subsidiary, branch, parent company, or related party, the client will bear the burden of proof and verification before the SAT regarding the legal relationship with the related party.

5.2.14 The Purchase Order is automatically renewed for one-year periods unless either party provides the other with written notice of non-renewal (including email) at least 60 days before the renewal date. If you purchased a CIAL API Basic Low Subscription, it will not be automatically renewed.

5.2.15 In the event of price increases, CIAL Dun & Bradstreet will notify its customers in advance.

5.2.16 Payments that the client must make to CIAL D&B will be made in the amounts and on the terms stipulated in the Purchase Order, free of any deductions or withholdings, and without the need for any collection efforts. The client may make these payments only in Mexican Pesos or US Dollars. If payment is made in a currency other than the one stipulated in the Purchase Order, the exchange rate published in the Official Gazette of the Federation on the day of payment (the exchange rate for settling obligations) must be used; otherwise, the payment will not be considered fully received.

5.2.17 If the Purchase Order pertains to the subscription of CIAL API, the end date will be as indicated in the Terms section. If the Purchase Order is solely for additional Data Credits, additional Users, or any other additional service linked to the subscribed CIAL API license, the end date will be as indicated in the CIAL API license Purchase Order.

5.2.18 The quantity of each service provided in the Purchase Order table is limited by the subscription level selected at the beginning of the Purchase Order. The Customer can request an adjustment through three options:

(i) Request for additional services (new data packages, users, integrations, etc.), where the list price will be used to calculate the additional amount requested.

(ii) Request for a higher subscription tier (lower tier request not available).

(iii) Excess usage.

5.2.19 Any additional services or upgrade requests will be charged on a prorated basis over the remaining term of the purchase order. Any future additions not listed above will require a new Purchase Order.

5.2.20 If consumption is less than the total amount of the purchase order, no previously paid amount will be refunded, and the subscriber will be obligated to pay the total amount due. If the customer's consumption exceeds the total amount specified in the purchase order, the customer will be billed for the excess as follows:

(i) If the user's subscription limits are exceeded, the Customer will pay a monthly overage fee according to the package with the lowest data credit rate available on the date the Purchase Order was issued.

5.2.21 CIAL Dun & Bradstreet reserves the right to increase recurring software fees, provided the customer is notified in advance.

5.3 Quick Check Report

5.3.1 This Report will be requested by the Client through the CIAL360 platform, which contains information on various compliance categories.

5.3.2 The consumption of this Report will be established according to the Data Credits table.

5.3.3 The Report uses our Artificial Intelligence model (CIAL IA) to identify relevant news from Adverse Media and determine a false positive probability.

5.3.4 CIAL Dun & Bradstreet uses only public information for the creation of this Report, therefore, the process for validating ARCO Rights is outlined in our Privacy Policy.

5.4 Credit Bureau Report (Reporte de Buró de Crédito)

5.4.1 CIAL Dun & Bradstreet offers a Credit Bureau Report, which clients can request through the CIAL360 platform.

5.4.2 The cost of this report will be determined according to the Data Credits table.

5.4.3 Depending on the number of loans in Investment Units (UDIs), express authorization from the company under investigation may be necessary in certain cases. In these instances, CIAL Dun & Bradstreet will reach out to the company on behalf of the client to obtain this authorization through digital signature.

5.4.4 This authorization will be stored by CIAL Dun & Bradstreet for control purposes, in case it is requested by authorized authorities.

5.5 Analytical Profile Report (Perfil Analítico CIAL)

5.5.1 This section governs the use of the CIAL Analytical Profile portal using the SAT Password, through the CIAL D&B website and other related sites and platforms (collectively, the “CIAL D&B SAT Password Service”).

5.5.2 If you do not agree to these Terms of Use, you will not be able to use the services offered by CIAL D&B, and we will not be able to issue reports on the business profile of Applicants.

5.5.3 The CIAL Analytical Profile is a highly specialized service that allows for the evaluation of applicants' business profiles by entering their RFC (Taxpayer Identification Number) with Homoclave (verification code) and SAT (Tax Administration Service) password. For ease of reference, the following definitions are provided:

(i) Applicant(s): Any individual or legal entity invited to begin an evaluation process. To start the process, they must enter their Taxpayer Identification Number (RFC) with Homoclave and SAT Password on a secure and encrypted portal. This enables the system to automatically perform read-only queries of the information held by the SAT (Mexican Tax Administration Service).

(ii) CIAL D&B Clients: This term refers to clients interested in learning about the business profile of one or more Applicants.

(iii) SAT Password (formerly CIEC Key): An encrypted key consisting of 8 alphanumeric characters, used for read-only access to various applications and services provided by the tax authority's electronic portal (SAT Portal).

(iv) Evaluation Process: This is the process by which CIAL D&B or any of its affiliates request the Applicant's RFC (Taxpayer Identification Number) and SAT Password. This request is made at the request of a CIAL D&B client or any of its affiliates, who are interested in understanding the Applicant's business profile for the purpose of establishing a potential business relationship.

(v) RFC with Homoclave: This refers to the Federal Taxpayer Registry number associated with a Mexican company registered with the tax authority (“SAT”).

5.5.4 Service Objective: The use of the SAT Password and RFC (Taxpayer Identification Number) is for evaluation purposes of the Applicant's business profile for both services.

5.5.4.1 The SAT Password will only be requested through the personalized link (Landing Page) that CIAL D&B makes available to the Applicant. Under no circumstances will CIAL D&B or its staff request the SAT Password via email, text message, phone call, or any other means.

5.5.4.2 The business profile evaluation may be associated with any type of client-supplier relationship, including supply agreements, trade credit, regulatory compliance, or any other type of relationship between the Applicant and CIAL D&B's Clients.

5.5.5 Information processed for the Applicant's business creation profile: CIAL D&B will receive the Applicant's Taxpayer Identification Number (RFC) and SAT Password to create a business profile. CIAL D&B agrees not to modify, write, or process any transactions with the SAT (Mexican Tax Administration Service); it will only perform read-only consultations of the Applicant's information contained on the SAT portal.

5.5.5.1 This business profile will be created using information available on the SAT portal, which includes:

(i) Annual and partial tax returns. Invoices received and issued. Information on tax compliance. With the data extracted from the SAT, CIAL D&B will generate a detailed analysis of the information, providing analytics and reports containing the following Applicant information: signature information, tax financial statements, collection and payment history, customer and supplier relations, and compliance status with the SAT and government agencies (hereinafter, the “Report”).

5.5.6 Information Transfer: The Report will be shared only with CIAL D&B Clients who have requested information about the Applicant due to an interest in a potential business relationship for the service.

5.5.7 Security measures implemented by CIAL D&B: CIAL D&B has adopted the necessary administrative, technical, and physical security measures to protect Applicants' personal data against damage, loss, alteration, destruction, or unauthorized use, access, or processing.

5.5.7.1 The SAT Password entered by the Applicant is protected by a data encryption system within the CIAL D&B platforms, ensuring that no human will have access to this information.

5.5.8 Accuracy of Report Content: CIAL D&B is not responsible for the accuracy or truthfulness of the information contained on the SAT portal.

5.5.8.1 If it becomes necessary to correct erroneous information on the SAT portal, it is the sole and exclusive responsibility of the Applicants to take the necessary and sufficient steps to update their business profile on the service.

5.5.9 Authorization for the use of names, trademarks, and/or trade dress for the service: Applicants hereby grant CIAL D&B permission to include the Applicant's name, trademark, and/or trade dress in the Analytical Profile Reports. This use will be limited to the Reports.

5.5.10 Revocation of Consent for Use of SAT Password: Applicants may withdraw their consent for the use of their SAT Password and for the issuance of new Reports. All Reports prepared and submitted before the date of revocation of consent will be considered as having been consented to.

5.5.10.1 In the event of any changes or modifications, in whole or in part, to this Privacy Notice, the updated version of the Terms of Use will be made available on the CIAL D&B website.

5.5.11 Questions or concerns about the SAT Password service: If Applicants or CIAL D&B clients have any questions about these terms of use, they can contact the following email address: privacy@cialdnb.com

6. Warranties and Disclaimers

6.1 D&B and Customer each represent and warrant that it (i) has the right to enter into the Order and (ii) has all necessary legal rights, title, consents and authority to disclose information (including Confidential Information and Personal Data) to the other in accordance with this T&C.

6.2 D&B represents that the Information has been collected and compiled in accordance with applicable local, state, federal and international laws, rules or regulations, but D&B does not guarantee that the Customer’s use of the Information meets the requirements of any applicable international, federal, or state law, rule or regulation.

6.3 D&B and Customer each warrant and undertake that:

(i) use of Personal Data will be for limited and legitimate purposes as specified in the Order;

(iI) shall be subject to the regulation by law regarding the Protection of Data and Information or Personal Data; and

(IIi) for Customer through the process established in the D&B Privacy Policy and, for D&B upon notice to Customer, including undertake reasonable and appropriate steps to stop processing such Personal Data or remediate unauthorized use.

6.4 D&B represents and warrants that all Services will be performed with commercially reasonable care and skill by qualified individuals.

6.5 When applicable to the Services provided by D&B, D&B represents and warrants that it has taken commercially reasonable efforts (i.e., scanning with current versions of antivirus software) to determine that the Software, eventually licensed, does not contain or will not contain any Unauthorized Code. In the event D&B discovers or is notified of any such Unauthorized Code in the Software, D&B shall promptly remove such Unauthorized Code in the Software.

6.6 D&B represents and warrants that the Software will perform all material functions and features as set forth in the Documentation.

6.7 With respect to the Services related to the Dunsguide or any other applicable Services, the Parties declare that the Contact Information has not been obtained directly from the Data Subjects and the Data Subjects have not opted in or otherwise expressly consented to having their information sold for marketing purposes. Except as set forth in this Section 6, D&B shall not be liable for any damages, losses, costs, claims or expenses, including reasonable attorneys' fees, with respect to any data privacy legal or compliance violation arising out of or related to Customer’s use of Contact Information. Customer’s use of the Contact Information shall be for its own marketing and sales purposes and all opt out provisions and/or opt out links in Customer’s marketing and sales materials shall pertain to opting out of Customer’s marketing lists and/or Customer’s databases only.

6.8 Customer agrees that it will not provide D&B any Social Security number, driver’s license number, account number, credit or debit card number (other than Customer’s own card for payment purposes, if applicable), or personal identification number or password that would permit access to the person’s account, or any special categories of personal data as defined in European Privacy Legislation (these are personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, the processing of genetic or biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person's sex life or sexual orientation and data relating to criminal convictions and offences).

6.9 Customer acknowledges and agrees that the CIAL Dun & Bradstreet team may access, preserve, and disclose Customer's account information and content if required to do so by law or in the good faith belief that such access, preservation, or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any Content violates the rights of third parties; or (d) respond to customer support requests.

6.10 With respect to the D&B Information Service, the CUSTOMER ACKNOWLEDGES THAT EVERY BUSINESS DECISION TO SOME DEGREE REPRESENTS AN ASSUMPTION OF RISK AND THAT D&B IN FURNISHING INFORMATION DOES NOT ASSUME CUSTOMER'S RISK. THE SERVICES PROVIDED BY D&B ARE A TOOL IN CUSTOMER’S DECISION MAKING PROCESSES. THEREFORE, ALL SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. THOUGH D&B USES EXTENSIVE PROCEDURES TO KEEP ITS DATABASE CURRENT AND TO PROMOTE DATA ACCURACY, OTHER THAN AS EXPLICITLY STATED IN THE Order, D&B AND ITS THIRD PARTY PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE IS NO WARRANTY OR REPRESENTATION (IMPLICIT OR EXPLICIT) REGARDING AVAILABILITY OF A SERVICE, SERVICE LEVELS OR PERFORMANCE.

7. Protection of Proprietary Rights

7.1 Information and Software are proprietary to D&B and may include copyrighted works, trade secrets, or other materials created by D&B at great effort and expense. Customer will not remove D&B's copyright and proprietary rights legend from any Information and Software which are so marked when received.

7.2 Neither the Client nor CIAL Dun & Bradstreet may issue press releases, or any public announcements related to the Purchase Order without obtaining written consent from the other party. However, while using CIAL Dun & Bradstreet's services, either party may include the other party's name and logo on its website, as long as it follows standard logo and trademark usage guidelines. For any case studies, press releases, or promotional materials, prior written approval must be obtained from the other party.

7.3 The Recipient will treat all Confidential Information in the same manner as Recipient treats its own Confidential Information of a similar nature provided that: i) Recipient may share such information with its Representatives, with a need to know and/or in order to fulfill the obligations pursuant to the Agreement, in furtherance of the provision of Services hereunder, that are subject to confidentiality obligations substantially as restrictive as those set forth in this Section and ii) Recipient assumes responsibility for such Representative’s use of such information. Neither party shall disclose the negotiated pricing or terms of the Agreement, to any third party. Confidential Information shall not include (a) Information and Services licensed pursuant to the Agreement; or (b) information that (i) is or becomes a part of the public domain through no act or omission of Recipient; (ii) was in Recipient’s lawful possession prior to Discloser’s disclosure to Recipient; (iii) is lawfully disclosed to Recipient by a third-party with the right to disclose such information and without restriction on such disclosure; or (iv) is independently developed by Recipient without use of or reference to the confidential information.

7.4 Whenever there is exchange of Confidential Information, each party shall implement and maintain security measures with respect to the D&B Information, Software and Customer Confidential Information in its possession that effectively restrict access only to employees and Contractors with a need to know for the purpose identified in the Order, and protect such Information, Software, and Customer Confidential Information from unauthorized use, alteration, access, publication and distribution. In no event shall such security measures be less restrictive than those each party employs to safeguard its confidential information of a similar nature.

8. Termination

8.1 In the event of material breach of Section 4 or 7, the non-breaching party may immediately terminate any particular Orders without prior notice; or D&B may, with notice, suspend Customer’s access to the Services subject to such breach if necessary to prevent any ongoing impairment of D&B’s intellectual property rights. In the event of material breach of any other part of this T&C by Customer or D&B, the non-breaching party may terminate any particular Orders if such breach is not cured within thirty (30) days of written notice of breach.

8.2 The provisions set forth in Sections 4, 6, 7, 9 and 10 will survive the termination of this T&C.

9. Limitation of Liability; Indemnification

9.1 NEITHER PARTY NOR D&B’S THIRD PARTY PROVIDERS WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, LOST DATA, LOST REVENUES, AND LOSS OF BUSINESS OPPORTUNITY, WHETHER OR NOT THE OTHER PARTY WAS AWARE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF THESE DAMAGES.

9.2 EACH PARTY’S AND D&B’S THIRD PARTY PROVIDERS’ MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THE APPLICABLE ORDER, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE TOTAL AMOUNT PAID AND PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH LOSS.OCCURRED.

9.3 Notwithstanding anything to the contrary, the exclusions and limitations set forth in Section 9.1 and Section 9.2 above shall not apply with respect to: (i) the Parties’ respective obligations under Section 9.4 (Indemnification), or (ii) Customer’s unauthorized use, disclosure, or distribution of Information or Services.

9.4 (a) D&B shall defend or settle at its expense any Claim arising from or alleging infringement of any existing U.S. copyrights, patents, trademarks, or other intellectual property rights of any third party by the Services furnished under this T&C (but not to the extent Customer modifies the Services in any way or combines the Services with material from third parties). D&B shall indemnify and hold Customer harmless from and pay any and all losses attributable to such Claim. Customer shall give D&B prompt notice of any Claim. D&B shall have the right to control the defense of any such Claim, including appeals, negotiations and any settlement or compromise thereof, provided that Customer shall have the right to approve the terms of any settlement or compromise that adversely impact Customer’s use of the Services, such approval not to be unreasonably withheld. Customer shall provide all reasonable cooperation in the defense of any Claim. This section provides Customer’s exclusive remedy for any infringement Claims or damages.

(b) Customer shall indemnify and hold D&B harmless from and pay any and all losses arising from Customer’s unauthorized use or distribution of Services. With respect to covered Claims brought by D&B directly, Customer will pay all costs and expenses, including reasonable attorneys' fees that D&B incurs in any such action.

10. Payment

10.1 Customer will pay D&B in accordance with the terms set forth in each Order. In the event of late payment, a fine of 2% (two percent) of the amount due, plus default interest of 1% (one percent) per month, calculated pro rata die, will be charged from the due date to the effective date payment of the amount due.

10.2 In the event of a delay of more than thirty (30) days, D&B may, in its sole discretion, suspend the execution of the Services until all the amount due is fully paid, without prejudice to termination of the Order, pursuant to Clause 8.1 above.

11. Choice of Law; Disputes

11.1 This T&C shall be governed by and construed in accordance with the laws of Barbados without giving effect to its conflicts of provisions. Any disputes arising hereunder must be filed and shall be venued in the courts of Barbados and the parties hereby submit to the jurisdiction of such courts. Any representations, warranty, promise or condition not incorporated herein will not be binding upon either party. In the event of a conflict between the T&C and content of any Schedule, the T&C will prevail.

12. Miscellaneous

12.1 The T&C, Orders and Master Service Agreement (if executed) constitute the entire agreement between D&B and Customer regarding the Services. All prior agreements, both oral and written, between the Parties are expressly cancelled and superseded by the T&C, Order and Master Service Agreement (if executed). Any Order shall be subject to this T&C. Any amendments of or waivers relating to this T&C and Orders must be in writing signed by the party, or Parties, to be charged therewith, provided that in no event shall any terms or conditions included on any form of Customer purchase order apply to the relationship between D&B and Customer hereunder.

12.2 The T&C binds and inures to the benefit of the Parties and their successors and permitted assigns, except that neither party may assign any Orders without the prior written consent of the other party; however, either party may assign the Orders to any of its affiliated companies or in connection with a merger or consolidation (so long as the assignment is to the newly merged or consolidated entity) or the sale of substantially all of its assets (so long as the assignment is to the acquirer of such assets). Notwithstanding the foregoing, an assignment to a competitor of the non-assigning party will allow the non-assigning party to terminate the Orders.

12.3 If you have questions or concerns about how we collect, use, maintain, disclose, and protect your personal information, you can review our Privacy Policy here: https://project-cial-en.webflow.io/privacy-policy

12.4 Data Credits table is essential for the clarity and accuracy of CIAL360 Credit & CIAL360 Supplier charges. If the Data Credits table is referenced in the contract for the purchased product, the table below will aid in converting what has been consumed or what will be consumed during the license period.