VendorMatch Terms - Vendor

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VendorMatch Terms - Vendor

Introduction

These VendorMatch Vendor Terms (the “End Vendor Terms”) apply to use of the VendorMatch solution made available by Celent at https://www.celent.com/vendormatch. These Vendor Terms apply to Vendors only. Separate terms apply to the use of VendorMatch by End Users which are available here.

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.
Premium Features
means a feature available on VendorMatch which is 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/digital_services/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.

Vendor acknowledges that by registering, accessing or otherwise using VendorMatch, Vendor agrees to enter into a legally binding contract with Celent pursuant to these Vendor Terms. Vendor should not proceed where Vendor does not agree or does not have sufficient authority to agree to these Vendor Terms. By proceeding, Vendor warrants that Vendor has all necessary rights, power and authority to enter into these Vendor Terms.

These Vendor Terms are subject to review from time to time. Celent reserves the right to update or otherwise modify these Vendor Terms in Celent’s sole discretion. Vendor shall be responsible for checking for updates to these Vendor Terms, and Vendor’s continued use of VendorMatch after publication of an update to these Vendor Terms shall constitute consent to the revised terms.

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. Vendor’s use of VendorMatch does not give ownership to Vendor 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 Vendor Terms, Celent grants Vendor a perpetual, worldwide, non-exclusive, non-transferable, revocable and royalty-free license to use VendorMatch for the purposes of creating a Vendor profile with Vendor Content that will list and market a Vendor’s products and/or services to End Users. Except to the extent otherwise expressly permitted under copyright law, Vendor 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

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. Vendor grants 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.

Vendor grants Celent the right to access and utilise Vendor Content in VendorMatch for the purpose of conducting research, providing advisory and consulting services.

Pursuant to the terms and conditions in the End User Terms on the VendorMatch website, 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. Celent will take all reasonable care to ensure that End Users with access to Premium Features are bone 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.

Vendor may at any time end the license and rights described above by deleting Vendor’s profile and all Vendor Content therein from VendorMatch, except that any such deletion shall not limit use - (a) where such Vendor Content has been previously shared with End Users on VendorMatch who may have copied, re-shared or stored it.

Celent shall issue Vendor a unique account and password on VendorMatch. Vendor shall keep confidential and not share with any third party its account access credentials or password for VendorMatch. Vendor is responsible for any misuse of Vendor’s account, password and other access credentials. Vendor shall notify Celent immediately if Vendor suspects any such misuse or learns a breach has occurred. Vendor shall ensure that each of its users is aware of, and complies with, the obligations and restrictions imposed on Vendor under these Vendor Terms. Vendor shall be liable for the acts and omissions of its users.

Accuracy of Vendor Content

Vendor shall provide true, accurate, current and complete information about Vendor’s business on VendorMatch, including without limitation Vendor sales or marketing information and Vendor contact details; and Vendor shall ensure that all Vendor Content posted to VendorMatch is kept up to date.

VendorMatch Vendor Account Information

Celent shall issue Vendor a unique account and password on VendorMatch. Vendor shall keep confidential and not share with any third party its account access credentials or password for VendorMatch. Vendor is responsible for any misuse of Vendor’s account, password and other access credentials. Vendor shall notify Celent immediately if Vendor suspects any such misuse or learns a breach has occurred. Vendor shall ensure that each of its users is aware of, and complies with, the obligations and restrictions imposed on Vendor under these Vendor Terms. Vendor shall be liable for the acts and omissions of its users.

Prohibited Conduct by Vendor

Vendor 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.
Premium Features

When a Vendor subscribes to Premium Features of VendorMatch, Vendor agrees to (i) the duration and scope of the Premium Features subscription as set out in the order form, which cannot be cancelled or subject to a refund; and (ii) comply with any specific terms (including without limitation any payment terms) stated on the invoice or order form relating to use and access to the Premium Features of VendorMatch.

DATA

Vendor agrees that Celent may access, store, process and use any information (including without limitation any personal data Vendor makes available on VendorMatch). Where Vendor provides personal data, Vendor shall ensure that Vendor 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 Vendor 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, Vendor agrees to information being shared with other users of VendorMatch as part of the proper functioning of VendorMatch, including (without limitation) Vendor contact details on profile pages to allow End Users to connect with Vendor.

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

Vendor acknowledges that VendorMatch is provided for information purposes only and to connect Vendor with potential End Users. Celent shall not be responsible for acting as a broker or intermediary with respect to such 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 Vendor and/or Vendor’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. Vendor acknowledges that Vendor may receive no advance notification with respect to such downtime.

Hyperlinks to third party sites

While using VendorMatch, Vendor 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 your 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

With respect to any Celent Content or any content, information, documents and similar made available on VendorMatch by a third party, Vendor 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 Vendor, Vendor’s computers, or other property due to Vendor’s access to, use of, or downloading of such content. Vendor is responsible for taking all reasonable precautions necessary to ensure the security and integrity of Vendor’s computer and systems where Vendor downloads or copy items from VendorMatch.

Indemnification

Vendor shall indemnify Celent from and against any losses, damages, liability, costs and expenses (including reasonable attorneys’ fees) incurred by Celent arising out of or in connection with Vendor’s use of VendorMatch and/or Vendor’s breach of these Vendor Terms.

LIMITATION OF LIABILITY

In no event shall either Celent or Vendor 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 Vendor 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 Vendor or its affiliates arising out of or in any way relating to VendorMatch or these Vendor Terms exceed the amount paid or payable by Vendor to Celent under these Vendor Terms with respect to VendorMatch in the year preceding the occurrence of the first incident giving rise to a claim under these Vendor 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) Vendor’s use of VendorMatch or any content on a linked web site; (b) Vendor’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 Vendor 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. Vendors should notify Celent by email at info@celent.com of any such content which Vendor suspects 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 Vendor access to VendorMatch (or any part thereof) if Celent believes Vendor is in breach of these Vendor Terms;
  • modify or discontinue, temporarily or permanently, VendorMatch (or any part thereof). Vendor agrees that Celent shall not be liable to Vendor or to any third party for any such modification, suspension or discontinuance of VendorMatch; and/or
  • cancel Vendor’s registration and/or withdraw Vendor’s right to use VendorMatch. Vendor agrees that Celent shall not be liable to Vendor 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 Vendor has purchased a Premium Feature and is not in breach of the Vendor Terms, Celent shall refund to Vendor any fees paid to Celent by Vendor for any unused period.

Vendor may cancel its registration at any time by contacting Celent. In the event that Vendor exercises its right under this provision, Vendor 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 Vendor 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 Vendor Terms, each party will first attempt in good faith to reach a settlement through negotiation by its appointed representative.

Notices

Vendor agrees that Celent may provide notices and messages to Vendor in any of the following ways - (a) within the VendorMatch service; or (b) sent to the contact information provided by Vendor to Celent (e.g. email, mobile number, physical address). Vendor shall keep its contact information up to date.

Severability

It is the intent of the parties that the provisions of these Vendor 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

These Vendor Terms may not be amended, modified or waived except by a signed written agreement. Vendor shall not have the right to assign or transfer these Vendor Terms or any rights hereunder to any third party without the prior written consent of Celent.

Entire Agreement and Force Majeure

These Vendor Terms constitute the entire understanding between Vendor 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 Vendor 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 Vendor Terms shall survive any termination of the Vendor Terms. Neither party shall have any liability for any failure or delay in performance of its obligations under the Vendor 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 Vendor Terms.

Last updated 14/01/2019