Terms of use

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Terms of use
Switzerland

Terms of Use entered into by Client as set forth in the Research & Advisory Services Agreement (“Agreement”).

    Usage

    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.

    Use of Names

    Celent may include the Client’s name and/or logo in a list of representative clients of Celent for general client marketing and employee recruiting purposes.

    Non-Exclusivity

    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 5 shall apply to the fullest extent permitted by applicable law.

    Choice of Law and Jurisdiction; Jury Waiver; Dispute Resolution

    This Agreement shall be governed by and construed in accordance with the internal laws of Switzerland (excluding Swiss Private International Law and international treaties). Each party submits to the exclusive jurisdiction of the competent court in Zurich, Switzerland. If any dispute between the parties arises out of any matter governed by this Agreement, each party will first attempt in good faith to reach a settlement through negotiation by its appointed representative.

    Amendment, Waiver and Assignment

    These terms of use may not be amended, modified or waived except by a signed written agreement. Neither party shall have the right to assign or transfer the Agreement or any rights hereunder to any third party without the prior written consent of the other party.

    Severability

    Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be legally effective, binding and valid under the applicable law, but if any provision of this Agreement shall be unenforceable or invalid thereunder, such provision shall be ineffective only to the extent of such unenforceability or invalidity and be replaced by such valid and enforceable provision which bona fide parties would consider to match as closely as possible the invalid or unenforceable provision, attaining the same or a similar economic effect. The remaining provisions of this Agreement shall under all circumstances continue to be binding and in full force and effect.

    Miscellaneous

    These terms of use contain the entire understanding of the parties with respect to the subject matter contained herein, superseding all prior agreements, understandings and negotiations with respect to such matters. These terms of use 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 Agreement shall survive any termination of the Agreement. Neither party shall have any liability for any failure or delay in performance of its obligations under the Agreement 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 Agreement.