VendorMatch Terms - End Users

INTRODUCTION

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.

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.

DEFINED TERMS

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 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.

CELENT INTELLECTUAL PROPERTY RIGHTS AND LICENSE

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 CONTENT AND END USER ACCESS TO VENDOR CONTENT

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 Vendor Solution Profiles, RFX Reports, Comparison Grids and VendorMatch Select. 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.

VendorMatch End User Account Information

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.

Prohibited Conduct by End User

End User represents and warrants that during its use of VendorMatch, it will not engage in any of the following illegal or prohibited conduct

• using VendorMatch for any purpose that is unlawful under any applicable law;
• posting material which would be anti-competitive or constitute price fixing or other similar activity under any applicable law;
• posting reviews which are incorrect or untruthful (including both false positive and negative feedback);
• posting material that infringes the intellectual property rights, privacy rights, publicity rights, trade secret rights, or any other rights of any party;
• posting material that is unlawful, obscene, defamatory, threatening, harassing, abusive, slanderous, hateful, or embarrassing to any other person as determined by Celent in its sole discretion;
• generating automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions;
• impersonating another person;
• distributing viruses or other harmful computer code;
• accessing VendorMatch from a country where it is unlawful for Celent to provide the VendorMatch service;
• accessing, downloading or otherwise taking Celent Content or Vendor Content from VendorMatch for the purposes of monetisation or seeking to create a competing product;
• collecting from VendorMatch the personal information of other users without their consent for the purpose of transmitting unsolicited commercial mass mailings or 'spamming'; and
• engaging in any other conduct that restricts or inhibits any other person from using or enjoying VendorMatch, or which, in the sole discretion of Celent, exposes Celent or any of its customers or suppliers to any liability of any type.

Subscribers to Premium Features

Subscribers to Premium Features agree

• that they are not in any way connected with a Vendor that offers solutions that compete with any other Vendor or Vendor’s solutions listed on VendorMatch. VendorMatch Premium Features are reserved for use by Financial Institutions and their advisors including recognized consultancy firms with no connection to Vendors who develop, provide and sell solutions to the Financial Industry;
• to the duration and scope of the subscription for the Premium Features as set out in the order form, which is not capable of being cancelled or returned for a refund by End User;
• to comply with any specific terms (including without limitation any payment terms) stated on invoice or order form relating to use and access to the Premium Features;
• to ensure that End User accounts linked to their Premium Features subscription are not shared;
• to procure that each End User linked to their Premium Features subscription is aware of, and complies with, the obligations and restrictions imposed on End Users under these End User Terms;
• liability for any acts or omissions by an End User linked to their Premium Features subscription as if they were the Subscribers;
• any failure to maintain Confidential Information may cause irreparable damage to a Vendor. Accordingly the Subscriber agrees that Celent or the infringed Vendor is entitled to, in addition to any rights and remedies available to them in law, seek an injunction restraining the Subscriber and any employee from committing and engaging in any act restricted by this Agreement; and
• the Subscriber agrees that, upon request, or upon breach or termination of this End User Agreement, their access to Premium Features will be immediately terminated and they will destroy or return to Celent all documents or other digital media or other material in their possession that relate to the Confidential Information gained from their use of VendorMatch.

DATA

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.

For additional details on how Celent may process personal data, please refer to the Website Privacy Policy and European Union Website Privacy Policy (as applicable).

LIMITATIONS AND RESPONSIBILITY

Role of Celent

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.

Maintenance

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.

Hyperlinks to third party sites

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.

DISCLAIMERS

No Guarantee of Quality of Vendor Content

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.

Celent 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.

INDEMNIFICATION

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.

LIMITATION OF LIABILITY

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.

COPYRIGHT INFRINGEMENT

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 info@celent.com of any such content which End User suspect to infringe the intellectual property rights of a third party.

TERMINATION AND SUSPENSION

Celent reserves the right, in its sole discretion, without penalty, at any time, with or without notice, to

• deny End User access to VendorMatch (or any part thereof) if Celent believes End User is in breach of these End User Terms;
• modify or discontinue, temporarily or permanently, VendorMatch (or any part thereof). End User agrees that Celent shall not be liable to End User or to any third party for any such modification, suspension or discontinuance of VendorMatch; and/or
• cancel End User’s registration and/or withdraw End User’s right to use VendorMatch. End User agrees that Celent shall not be liable to End User or to any third party for any such cancellation or withdrawal of VendorMatch.

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.

MISCELLANEOUS

Governing Law, Jurisdiction and Dispute Resolution

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.

Notices

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.

Severability

It is the intent of the parties that the provisions of these End User Terms shall be enforced to the fullest extent permitted by applicable law. To the extent that the terms set forth herein or any word, phrase, clause or sentence herein is found to be illegal or unenforceable for any reason, such word, phrase, clause or sentence shall be modified or deleted in such manner so as to afford the party for whose benefit it was intended the fullest benefit commensurate with making these terms of use, as modified, enforceable, and the balance of these terms of use shall not be affected thereby, the balance being construed as severable and independent.

Amendment, Waiver and Assignment

Except as otherwise provided herein, 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.

Entire Agreement and Force Majeure

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 June 16, 2022