These VendorMatch Terms for End Users (the “End User Terms”) apply to use of the VendorMatch solution, made available by Celent at https://www.celent.com/vendormatch.
Separate terms apply to the use of VendorMatch by Vendors which are available here.
Celent Content - means the content, information, documents and similar made available on VendorMatch by Celent.
Celent - means Celent, a division of Oliver Wyman. The term Celent also means any and all affiliates within the Oliver Wyman Group.
End User - means a user of VendorMatch, whether or not registered, who accesses and uses VendorMatch for the purposes of identifying or evaluating potential Vendors.
Subscriber - means an End User that has purchased a subscription to Premium Features.
Premium Features - means features available on VendorMatch which are subject to additional cost.
Vendor Content - means content, information, documents and other similar material made available on VendorMatch by or on behalf of a Vendor when creating a Vendor profile.
Vendor - means a vendor that lists its products and/or services on VendorMatch. For the avoidance of doubt, a Vendor includes any user authorized by a Vendor to create and/or manage a Vendor profile on VendorMatch.
VendorMatch - means Celent’s online platform, available on Celent’s website at www.celent.com/vendormatch, that finds and compares applicable technology solutions available in the marketplace, and, using Celent’s proprietary algorithm, ranks and matches the available solutions for prospects from the Financial Services industry who are actively seeking out technology solutions early in their buying cycle.
End User acknowledges that by registering, accessing or otherwise using VendorMatch, End User agrees to enter into a legally binding contract with Celent pursuant to these End User Terms. End User should not proceed where End User does not agree or does not have sufficient authority to agree to these End User Terms. By proceeding, End User warrants that End User has all necessary rights, power and authority to enter into these End User Terms.
These End User Terms are subject to review from time to time. Celent reserves the right to update or otherwise modify these End User Terms in Celent’s sole discretion. End User shall be responsible for checking for updates to these End User Terms, and End User’s continued use of VendorMatch after publication of an update to these End User Terms shall constitute consent to the revised terms.
VendorMatch, all of the Celent Content embedded in VendorMatch, and all of the Celent services involved in the VendorMatch solution, and all intellectual property rights, including all U.S. and international copyright and trademark rights, therein, are proprietary and shall be owned exclusively by Celent. Celent reserves all of its intellectual property rights in VendorMatch. End User’s use of VendorMatch does not give ownership to End User in VendorMatch or the Celent Content, or any of the other content or information made available through VendorMatch. Any and all trademarks and/or logos used in connection with VendorMatch are the trademarks of their respective owners.
Subject to these End User Terms, Celent grants End User a perpetual, worldwide, non-exclusive, non-transferable, revocable and royalty-free license to use VendorMatch for the purposes of finding and comparing solutions available from Vendors. Except to the extent otherwise expressly permitted under copyright law, End User will not copy, reproduce, modify, use, distribute, display, create derivative works of or otherwise exploit VendorMatch or the Celent Content without the express written consent of Celent or the applicable copyright and/or trademark owner.
Vendor retains all ownership and intellectual property rights, including all U.S. and international copyright and trademark rights therein, in and to the Vendor Content it makes available on VendorMatch when it creates a Vendor profile. Pursuant to the Vendor Terms, Vendor granted to Celent a perpetual, worldwide, non-exclusive, sublicensable, irrevocable and royalty-free license to use the Vendor Content for the purposes of operating the VendorMatch services. Vendor may only post content to VendorMatch that Vendor owns or has permission to post.
Pursuant to the terms and conditions in these End User Terms, Vendor grants End Users of VendorMatch services the right to access Vendor Content in VendorMatch for the purpose of evaluating Vendor Content in connection with VendorMatch services. All End Users with access to Premium Features must be bona fide personnel or advisors of Financial Institutions and whose purposeful use of VendorMatch is to identify and evaluate Vendor and Vendor Content in connection with VendorMatch services.
End users shall have a non-exclusive, not-transferable license for the term hereof to access, download and print Vendor Content on VendorMatch on any single computer solely for End User’s internal, business use for the purposes of evaluating a Vendor. End User may not otherwise reproduce, modify, distribute, transmit, post or disclose the Vendor Content on VendorMatch without the Vendors’ prior written consent.
Except as otherwise provided in these End User Terms, End Users must keep a Vendor’s Confidential Information confidential. Confidential information is that information accessible through the Premium Features of VendorMatch including but not limited to Summary Reports, RFX Reports, Comparison Grids. These confidentiality obligations imposed on the End User will survive the expiration or termination of these End User Terms. Notwithstanding the foregoing, Subscribers may disclose confidential information to such employees and advisors of the Subscriber that have a reasonable need to know for the purposes of evaluating a Vendor and their solutions. Such Subscriber personnel are to be bound by the same terms of confidentiality and non-use as the Subscriber. The Subscriber agrees to take all necessary steps to ensure that these End User Terms are not violated by such personnel.
Celent shall issue End User with a unique account and password on VendorMatch. End User shall keep confidential and not share with any third party its account access credentials or End User password for VendorMatch. End User is responsible for any misuse of Vendor’s account, password and other access credentials. End User shall notify Celent immediately if End User suspects any such misuse or learns a breach has occurred. End User shall ensure that each of its users is aware of, and complies with, the obligations and restrictions imposed on End User under these End User Terms. End User shall be liable for the acts and omissions of its users.
End User represents and warrants that during its use of VendorMatch, it will not engage in any of the following illegal or prohibited conduct
Subscribers to Premium Features agree
End User agrees that Celent may access, store, process and use any information (including without limitation any personal data End User makes available on VendorMatch). Where End User provides personal data End User shall ensure that End User obtains all necessary consents from individuals prior to sharing such personal data with Celent.
Celent may use the personal data it collects on VendorMatch for improving and running VendorMatch, and for correspondence with End User in respect of VendorMatch and for any other purpose where it has a legitimate reason for doing so. As VendorMatch allows sharing of information in many ways as part of the proper functioning of VendorMatch, End User agrees to information being shared with other users of VendorMatch as part of the proper functioning of VendorMatch, including (without limitation) sharing such information with Vendors when End User accesses a Vendor's profile page.
End User acknowledges that VendorMatch is provided for information purposes only and to connect End User with potential Vendors. Celent shall not be responsible for acting as a broker or intermediary in respect of relationships or agreements, if any. VendorMatch is provided on an 'as is' and 'as available' basis, without warranties of any kind, express or implied. Celent does not warrant that VendorMatch will be secure, available or operate in an uninterrupted or error-free manner; that errors or defects will be corrected; or that the content on VendorMatch is accurate or appropriate for End User and End User’s business needs.
Celent may perform maintenance or be required to undertake emergency maintenance on VendorMatch from time to time which may result in downtime. End User acknowledges that End User may receive no advance notification in respect of such downtime.
While using VendorMatch, End User may come across hyperlinks to other websites or internet resources (including but not limited to a Vendor's website). Such hyperlinks to other internet resources are accessed at End User’s own risk, and the content, accuracy, opinions expressed and other links provided by these resources are not investigated, verified, monitored or endorsed by Celent.
Celent relies on Vendors to ensure the accuracy of the Vendor Content posted to VendorMatch. While Celent attempts to ensure the accuracy of Vendor Content posted to VendorMatch, it generally does not review such Vendor Content prior to publication.
End User acknowledges and agrees that Celent is not responsible for any Vendor Content posted on VendorMatch and Celent gives no endorsement of such Vendor Content. It is the End User’s responsibility to conduct its own due diligence on any potential Vendor. Celent does not warrant the accuracy, adequacy or completeness of the Vendor Content contained on VendorMatch and Celent expressly disclaims liability for errors or omissions in such Vendor Content.
With respect to any Celent Content or any content, information, documents and similar made available on VendorMatch by a third party, End User acknowledges and agrees that Celent does not warrant the accuracy, adequacy or completeness of such content and expressly disclaims liability for errors or omissions in such content; and Celent assumes no liability or responsibility for any damages to End User, End User’s computers, or other property due to End User’s access to, use of, or downloading of such content. End User is responsible for taking all reasonable precautions necessary to ensure the security and integrity of End User’s computer and systems where End User downloads or copy items from VendorMatch.
End User shall indemnify Celent from and against any losses, damages, liability, costs and expenses (including reasonable attorneys’ fees) incurred by Celent as a result of or in connection withEnd User’s use of VendorMatch and/or End User’s breach of these End User Terms.
In no event shall either Celent or End User be liable for any indirect, special, incidental, consequential or punitive damages or for any lost profits, or harm to reputation or loss of goodwill, arising out of or relating to VendorMatch or these End User Terms.
In no event shall the aggregate liability of Celent and its affiliates (whether based on any action or claim in contract, tort, or otherwise) to End User or its affiliates arising out of or in any way relating to VendorMatch or these End User Terms exceed the amount paid or payable by End User to Celent under these End User Terms with respect to VendorMatch in the year preceding the occurrence of the first incident giving rise to a claim under these End User Terms, in any event such liability not to exceed US$1,000.
None of Celent, Oliver Wyman Group, or their parent company Marsh & McLennan Companies, Inc., nor its or their affiliates, shall be liable for any damages, losses, or expenses, whether direct, indirect, special, punitive, exemplary, incidental, or consequential, based on any theory of liability, arising out of or in connection with (a) End User’s use of VendorMatch or any content on a linked web site; (b) End User’s inability to use VendorMatch; or (c) any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus, or line or system failure, even if End User tells Celent or its representatives of the possibility of such damages, losses, or expenses arising.
This limitation of liability provision shall apply to the fullest extent permitted by applicable law.
Celent has implemented a process for removing any content which infringes the intellectual property rights of a third party. End User should notify Celent by email at firstname.lastname@example.org of any such content which End User suspect to infringe the intellectual property rights of a third party.
Celent reserves the right, in its sole discretion, without penalty, at any time, with or without notice, to
Where Celent exercises its termination or suspension rights set forth above and End User has purchased a Premium Feature and is not in breach of the End User Terms, Celent shall refund to End User any fees paid to Celent by End User for any unused period.
End User may cancel End User’s registration at any time by contacting Celent. In the event that End User exercises End User’s right under this provision, End User shall not be entitled to a refund for any fees paid for any Premium Features in respect of any unused period.
These End User Terms shall be governed by and construed in accordance with the laws of the State of New York. Each party submits to the exclusive jurisdiction of the courts located in the State of New York. Each party, on behalf of itself and its affiliates, to the fullest extent permitted by law, knowingly, voluntarily, and intentionally waives its right to a trial by jury in any action or other legal proceeding arising out of or relating to the Agreement or the services. The foregoing waiver applies to any action or legal proceeding, whether sounding in contract, tort or otherwise. Each party, on behalf of itself and its affiliates, also agrees not to include any employee, officer or director of the other party or its affiliates as a party in any such action or proceeding. If any dispute between the parties arises out of any matter governed by the End User Terms, each party will first attempt in good faith to reach a settlement through negotiation by its appointed representative.
End User agrees that Celent may provide notices and messages to End User in any of the following ways - (a) within the VendorMatch service; or (b) sent to the contact information provided by End User to Celent (e.g. email, mobile number, physical address). End User shall keep its contact information up to date.
These End User Terms may not be amended, modified or waived except by a signed written agreement. End User shall not have the right to assign or transfer these End User Terms or any rights hereunder to any third party without the prior written consent of Celent.
These End User Terms constitute the entire understanding between End User and Celent with respect to VendorMatch, and supersede all previous agreements, understandings, negotiations and arrangements between the parties with respect to VendorMatch, whether in writing or oral. These End User Terms shall be binding upon and inure to the benefit of the parties’ respective successors. The obligations of the parties that by their nature continue beyond the termination of the End User Terms shall survive any termination of the End User Terms. Neither party shall have any liability for any failure or delay in performance of its obligations under the End User Terms because of circumstances beyond its reasonable control, including, without limitation, pandemics, acts of God, fires, floods, earthquakes, acts of war or terrorism, civil disturbances, sabotage, accidents, unusually severe weather, governmental actions, power failures, computer/network viruses that are not preventable through generally available retail products, catastrophic hardware failures or attacks on its server. There are no third party beneficiaries with respect to the End User Terms.
Last updated 14/01/2019