- Hong Kong
- United Kingdom
- United States
Celent grants to the Client a limited license to use the services solely for its internal business purposes. This usage is only available to the Client’s employees and project consultants during the term of the Agreement (and, in the case of project consultants, who are bound by reasonable obligations of confidentiality consistent with the usage restrictions contained in Section 2 below). Celent is not responsible for any actions taken by the Client, its employees or project consultants as a result of the license granted by these terms.
Copyright Provision and License
All research materials, whether in hard copy or electronic form, are copyright protected and remain proprietary to Celent. Celent grants to the Client, its employees and project consultants a license to use printed or electronic research material solely for the Client’s internal business purposes. All research materials are for use only by the employees or project consultants of the Client. Celent does not grant to the Client license to duplicate or reproduce research reports or excerpts therefrom in any form, including translation, for purposes of any distribution outside of the Client; however the Client is permitted to reproduce any Celent charts and graphs taken directly from research reports (excluding ABCD Vendor View charts and graphs) and distribute such charts and graphs outside of the Client when Celent is properly sourced. Any reproduction of ABCD Vendor View charts and graphs requires the prior written approval of Celent. The restriction on the use of copyrighted materials extends indefinitely.
It is Celent’s practice to serve multiple clients within industries, including those with potentially opposing interests. Accordingly, the Client agrees Celent may have served, may currently be serving or may in the future serve other clients whose interests may be adverse to those of the Client.
Limit of Liability
(a) In no event shall either party be liable for any indirect, special, incidental, consequential or punitive damages or for any lost profits arising out of or relating to the services.(b) In no event shall Celent’s liability (whether based on any action or claim in contract, tort, or otherwise) to the Client or its affiliates arising out of or relating to any services exceed the lesser of (i) USD 50,000 and (ii) the fees payable to Celent for such Services.(c) This Section 4 shall apply to the fullest extent permitted by applicable law.
Choice of Law and Jurisdiction; Jury Waiver; Dispute Resolution
The Agreement 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 Agreement, each party will first attempt in good faith to reach a settlement through negotiation by its appointed representative.
Amendment, Waiver and Assignment